Exhibit 4.1


AGREEMENT


UP TO €2,300,000,000
 CREDIT FACILITIES


FOR


TELENET BIDCO NV


ARRANGED BY


ABN AMRO BANK N.V.
 BNP
PARIBAS S.A.
 J.P.
MORGAN PLC


WITH


BNP
PARIBAS


as
Facility Agent


AND


KBC BANK NV


as
Security Agent


Originally dated 1 August 2007 and
as amended and restated by supplemental agreements dated

22 August 2007, 11 September 2007 and 8 October 2007





Allen & Overy LLP















CONTENTS


	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Interpretation

  	
   

  	
  1

  
	
  2.

  	
   

  	
  Facilities

  	
   

  	
  36

  
	
  3.

  	
   

  	
  Purpose

  	
   

  	
  38

  
	
  4.

  	
   

  	
  Conditions Precedent

  	
   

  	
  39

  
	
  5.

  	
   

  	
  Utilisation

  	
   

  	
  40

  
	
  6.

  	
   

  	
  Repayment

  	
   

  	
  41

  
	
  7.

  	
   

  	
  Prepayment and Cancellation

  	
   

  	
  42

  
	
  8.

  	
   

  	
  Interest

  	
   

  	
  46

  
	
  9.

  	
   

  	
  Terms

  	
   

  	
  47

  
	
  10.

  	
   

  	
  Market Disruption

  	
   

  	
  49

  
	
  11.

  	
   

  	
  Taxes

  	
   

  	
  50

  
	
  12.

  	
   

  	
  Increased Costs

  	
   

  	
  53

  
	
  13.

  	
   

  	
  Mitigation

  	
   

  	
  53

  
	
  14.

  	
   

  	
  Payments

  	
   

  	
  54

  
	
  15.

  	
   

  	
  Guarantee and Indemnity

  	
   

  	
  56

  
	
  16.

  	
   

  	
  Representations and Warranties

  	
   

  	
  59

  
	
  17.

  	
   

  	
  Information Covenants

  	
   

  	
  65

  
	
  18.

  	
   

  	
  Financial Covenants

  	
   

  	
  69

  
	
  19.

  	
   

  	
  General Covenants

  	
   

  	
  72

  
	
  20.

  	
   

  	
  Default

  	
   

  	
  79

  
	
  21.

  	
   

  	
  The Administrative Parties

  	
   

  	
  85

  
	
  22.

  	
   

  	
  Evidence and Calculations

  	
   

  	
  91

  
	
  23.

  	
   

  	
  Fees

  	
   

  	
  91

  
	
  24.

  	
   

  	
  Indemnities and Break Costs

  	
   

  	
  92

  
	
  25.

  	
   

  	
  Expenses

  	
   

  	
  94

  
	
  26.

  	
   

  	
  Amendments and Waivers

  	
   

  	
  94

  
	
  27.

  	
   

  	
  Changes to the Parties

  	
   

  	
  98

  
	
  28.

  	
   

  	
  Disclosure of Information

  	
   

  	
  102

  
	
  29.

  	
   

  	
  Set-off

  	
   

  	
  103

  
	
  30.

  	
   

  	
  Pro Rata Sharing

  	
   

  	
  103

  
	
  31.

  	
   

  	
  Severability

  	
   

  	
  105

  
	
  32.

  	
   

  	
  Counterparts

  	
   

  	
  105

  
	
  33.

  	
   

  	
  Notices

  	
   

  	
  105

  
	
  34.

  	
   

  	
  Language

  	
   

  	
  107

  
	
  35.

  	
   

  	
  Governing Law

  	
   

  	
  107

  
	
  36.

  	
   

  	
  Enforcement

  	
   

  	
  107

  
	
  37.

  	
   

  	
  Waiver of Trial by Jury

  	
   

  	
  108

  



 


8 October 2007











 


	
  Schedule

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Original Parties

  	
   

  	
  109

  
	
   

  	
   

  	
  Part 1

  	
  Guarantors

  	
   

  	
  109

  
	
   

  	
   

  	
  Part 2

  	
  Commitments

  	
   

  	
  109

  
	
  2.

  	
   

  	
  Conditions Precedent Documents

  	
   

  	
  110

  
	
   

  	
   

  	
  Part 1

  	
  To be Delivered before the First Loan

  	
   

  	
  110

  
	
   

  	
   

  	
  Part 2

  	
  For an Additional Obligor

  	
   

  	
  112

  
	
  3.

  	
   

  	
  Form of Request

  	
   

  	
  114

  
	
  4.

  	
   

  	
  Calculation of the Mandatory Cost

  	
   

  	
  115

  
	
  5.

  	
   

  	
  Form of Transfer Certificate

  	
   

  	
  118

  
	
  6.

  	
   

  	
  Existing Security

  	
   

  	
  120

  
	
  7.

  	
   

  	
  Existing Share Pledges

  	
   

  	
  123

  
	
  8.

  	
   

  	
  Existing Notes Security

  	
   

  	
  124

  
	
  9.

  	
   

  	
  Form of Compliance Certificate

  	
   

  	
  125

  
	
  10.

  	
   

  	
  Form of Accession Agreement

  	
   

  	
  126

  
	
  11.

  	
   

  	
  Form of Telenet Additional Facility Accession
  Agreement

  	
   

  	
  127

  
	
  12.

  	
   

  	
  Form of Resignation Request

  	
   

  	
  129

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signatories

  	
   

  	
  130

  
							



 
















THIS AGREEMENT is dated 1 August 2007


BETWEEN:


(1)                                  TELENET BIDCO NV (HR
Mechelen 89835, Enterprise No. 0473.416.418) as original borrower (in this
capacity, the Original Borrower);


(2)                                  THE PARTIES
listed in Part 1 of Schedule 1 (Original Parties) as original guarantors (in
this capacity, each an Original Guarantor and together the Original Guarantors);


(3)                                  ABN
AMRO BANK N.V., BNP PARIBAS S.A.,
and J.P. MORGAN PLC as mandated lead arrangers (in this capacity each a Mandated Lead Arranger and together the Mandated Lead Arrangers);


(4)                                  THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 (Original Parties) as initial original
lenders (the Initial Original Lenders);


(5)                                  BNP
PARIBAS  as
facility agent (in this capacity the Facility
Agent); and


(6)                                  KBC
BANK NV  as
security agent (in this capacity, the Security
Agent).


IT IS AGREED as follows:


1.                                      INTERPRETATION


1.1                               Definitions


In this Agreement:


Accession Agreement means a letter, substantially in the form of Schedule 10 (Form of
Accession Agreement), with such amendments as the Facility Agent may approve or
reasonably require.


Accounting Principles means accounting principles and practices generally applied in Belgium,
including IFRS, as the same are from time to time in force or applied.


Acquisition means the acquisition by the
Company of 100 per cent. of the issued share capital of MixtICS NV on 9 August
2002.


Acquisition Business Plan
means, in respect of a Majority Acquisition or JV Minority Acquisition, a
business plan for the Target to be acquired which has been reviewed by
PricewaterhouseCoopers (or such other leading firm of independent and
internationally recognised consultants or accountants appointed by the Company)
and which sets out the management plan for the period from the date of the
proposed Majority Acquisition or JV Minority Acquisition (as applicable)
(taking into account the Acquisition Cost of such Majority Acquisition or JV
Minority Acquisition and financial projections relating to the Target) up to
and including the latest Final Maturity Date and based on assumptions which are
no more aggressive (when taken as a whole) than those used in preparation of
the Business Plan dated on or about the date of this Agreement.


Acquisition Cost means, in relation
to a Majority Acquisition and a JV Minority Acquisition, the value of the
consideration for that Majority Acquisition or JV Minority Acquisition (as



 1
 









applicable) at the time of completion of the Majority
Acquisition or JV Minority Acquisition and for this purpose:


(a)                                  the value at the time of completion of the Majority Acquisition or JV
Minority Acquisition of any consideration to be paid or delivered after the
time of completion of the Majority Acquisition or JV Minority Acquisition will
be determined in accordance with the Accounting Principles;


(b)                                 if the entity acquired becomes a member of the Group as a result of the
Majority Acquisition, the aggregate principal amount of Financial Indebtedness
of any entity acquired outstanding at the time of completion of the Majority
Acquisition (including without limitation any Lending Transaction (as defined
in Clause 19.15(f) (Loans and guarantees) made by a member of the Group in
connection with the relevant Majority Acquisition) will be counted as part of
the consideration for that Majority Acquisition;


(c)                                  if the entity acquired does not become a member of the Group as a result
of the JV Minority Acquisition, the aggregate principal amount of Financial
Indebtedness of the entity acquired at the time of completion of the JV
Minority Acquisition will be counted as part of the consideration for that JV
Minority Acquisition to the extent of the aggregate principal amount of the
payment and repayment obligations in respect of such Financial Indebtedness
assumed or guaranteed by any member of the Group; and


(d)                                 subject to paragraphs (a), (b) and (c) above, the value at the time of
completion of the Majority Acquisition or JV Minority Acquisition of any
non-cash consideration will be determined in accordance with the Accounting
Principles,


expressed in euros, if required, using the Agent’s
Spot Rate of Exchange on the date of completion of the relevant Majority
Acquisition or JV Minority Acquisition.


Additional Borrower means a member of the Group which becomes a Borrower after the date of
this Agreement pursuant to Clause 27.7 (Additional Borrowers).


Additional Guarantor means
a member of the Group which becomes a Guarantor after the date of this
Agreement pursuant to Clause 27.8 (Additional Guarantors).


Additional Obligor means
an Additional Borrower or an Additional Guarantor.


Administrative Party means a Mandated Lead Arranger or an Agent and, where the context so
admits or requires, includes each of them.


Affiliate means a Subsidiary or a Holding Company of a person or any other
Subsidiary of that Holding Company.


Agent
means the Facility Agent or the Security Agent.


Agent’s Spot Rate of Exchange means
the spot rate of exchange as determined by the Facility Agent for the purchase
of euros in the London foreign exchange market with the relevant currency in
which any part of the Acquisition Cost for a Majority Acquisition or JV
Minority Acquisition is incurred at or about 11.00 a.m. on a particular day.


Annuity Fees means the amounts payable by Vlaanderen to Interkabel Vlaanderen CVBA
pursuant to Sections 5, 6 and 7 of the contribution deed dated 23 September
1996 pursuant to 



 2
 









which Interkabel Vlaanderen CVBA effected a
contribution in kind of usage rights to a cable network to Vlaanderen, as
amended on 28 May 1998.


Anti-Terrorism Law
means each of:


(a)                                  Executive Order No. 13224 of 23 September 2001 - Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (the Executive Order);


(b)                                 the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56
(commonly known as the USA Patriot Act);


(c)                                  the Money Laundering Control Act of 1986, Public Law 99-570; and


(d)                                 any similar law enacted in the United States of America subsequent to
the date of this Agreement.


Approved Stock Options means any options, warrants, rights to purchase or other equivalents
(however designated) issued or granted by a member of the Group to any former,
present or future officers, consultants, directors and/or employees of any
member of the Group or its Affiliates to subscribe for share capital or similar
rights of ownership in that member of the Group provided that the maximum
aggregate amount of such options, warrants, rights to purchase or other
equivalents (however designated) shall not exceed 3 per cent. of its issued
share capital.


Auditors means PricewaterhouseCoopers or such other firm of independent public
accountants of international standing which may be appointed by the Company in
accordance with this Agreement as its auditors.


Availability Period means:


(a)                                  in the case of the Term Loan A Facility, the Term Loan B1 Facility, and
with respect to the first €462,500,000 available to be drawn under the Term
Loan C Facility, the period from and including the date of this Agreement to
and including 31 October 2007;


(b)                                 in the case of any amount of the Term Loan C Facility in excess of the
first €462,500,000 drawn, the period from and including the date of this
Agreement to and including the date falling 6 months after the date of this
Agreement (or such other date as may be agreed in writing between the Majority
Term Loan C Facility Lenders and the Company);


(c)                                  in the case of the Term Loan B2 Facility, the period from and including
the date of this Agreement to and including 31 July 2008 (or such other date as
may be agreed in writing between the Majority Term Loan B2 Facility Lenders and
the Company);


(d)                                 in the case of the Revolving Facility, the period from and including the
date of this Agreement to and including the date falling one month before the
Revolving Facility Final Maturity Date; and


(e)                                  in the case of a Telenet Additional Facility, the period agreed between
the Company and the relevant Telenet Additional Facility Lenders in the
applicable Telenet Additional Facility Accession Agreement.



 3
 









Basel II Costs  means any amount referred to in paragraph (c)
of Clause 12.2 (Exceptions).


Belgacom Interconnect Agreement means
the interconnection agreement with Belgacom N.V. dated 19 December 1997.


Beneficiaries has the meaning
given to it in the Intercreditor Agreement.


Borrower means the Original Borrower or an Additional Borrower.


Break Costs means the amount (if any) which a Lender is entitled to receive under
Clause 24.3 (Break Costs).


Business means any business of the
Group:


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


(b)                                 that supports, is incidental to or is related to any such business; or


(c)                                  that comprises being a Holding Company of one or more persons engaged in
such business,


and references to business or ordinary course of business shall be similarly construed.


Business Day means a day (other than a Saturday or a Sunday) on which banks are open
for general business in London, Paris and Brussels and which is also a TARGET
Day.


Business Plan means:


(a)                                  the business plan of the Group delivered to the Facility Agent by the
Company dated on or about the date of this Agreement; or


(b)                                 any revised business plan of the Group delivered to the Facility Agent
by the Company after the date of this Agreement.


Capital Expenditure
means any expenditure which is or will be treated as a capital expenditure in
the audited consolidated financial statements of the Group in accordance with
the Accounting Principles.


change of control has
the meaning given to it in Clause 7.2 (Mandatory prepayment – change of
control).


Clientele Fees means the fees payable by a member of the Group to Interkabel
Vlaanderen CVBA pursuant to a clientele fee agreement dated 23 September 1996
as amended on 28 May 1998.


Closing Date  means the date of first utilisation under the Facilities.


Code means the United States Internal Revenue Code of
1986, as amended and any rule or regulation issued thereunder from time to time
in effect.



 4
 









Commitment means a Term Loan A Facility Commitment, a Term Loan B1 Facility
Commitment, a Term Loan B2 Facility Commitment, a Term Loan C Facility
Commitment, a Revolving Facility Commitment or a Telenet Additional Facility Commitment
and, where the context so admits or requires, includes each of them.


Company means Telenet BidCo NV (a company registered in Belgium with
registration number HR Mechelen 89835, Enterprise No. 0473.416.418).


Company Share Pledge means the share pledge agreement entered into or to be entered into
between (amongst others) Holdco and the Security Agent over Holdco’s entire
shareholding in the Company.


Compliance Certificate means a certificate substantially in the form of Schedule 9 (Form of
Compliance Certificate) setting out, among other things, calculations of the
financial covenants.


Consolidated Annualised EBITDA
means, in the case of a Measurement Period Consolidated EBITDA for the two
financial quarters ending on the last day of that Measurement Period multiplied
by two.


Consolidated Cash and Cash
Equivalents means, at any time:


(a)                                  cash in hand or on deposit with any acceptable bank which, in either
case, is remittable to the Kingdom of Belgium;


(b)                                 certificates of deposit, maturing within one year after the relevant
date of calculation, issued by an acceptable bank;


(c)                                  any investment in marketable obligations issued or guaranteed by the
government of the United States of America, the U.K. or the Kingdom of Belgium
or by an instrumentality or agency of the government of the United States of
America, the U.K. or the Kingdom of Belgium having an equivalent credit rating;


(d)                                 open market commercial paper:


(i)                                     for which a recognised trading market exists;


(ii)                                  issued in the United States of America, the U.K. or the Kingdom of
Belgium;


(iii)                               which matures within one year after the relevant date of calculation;
and


(iv)                              which has a credit rating of A-1 or higher by S&P and P-1 or higher
by Moody’s, or, if no rating is available in respect of the commercial paper or
indebtedness, the issuer of which has, in respect of its long-term debt
obligations, a rating of AA or higher by S&P and Aa2 or higher by Moody’s;
or


(e)                                  any other instrument, security or investment approved by the Majority
Lenders,


in each case, to which any member of the Group is
beneficially entitled at that time and is capable of being applied against
Consolidated Total Borrowings.  An
acceptable bank for this purpose is a commercial bank or trust company which
has a rating of A or higher by S&P and A-2 or higher by Moody’s or a
comparable rating from a nationally recognised credit rating agency for its
long-term debt obligations.



 5
 









Consolidated EBITDA means the consolidated net pre-taxation profits of the Reporting Group
for a Measurement Period:


(a)                                  including the net pre-taxation profit or loss of a member of the
Reporting Group or business or assets acquired during that Measurement Period
for the part of that Measurement Period when it was not a member of the
Reporting Group and/or the business or assets were not owned by a member of the
Reporting Group; but


(b)                                 excluding the net pre-taxation profit or loss attributable to any member
of the Reporting Group or to any business or assets sold during that
Measurement Period,


and all as adjusted by (to the extent included in
paragraph (a) or (b) above or):


(i)                                     adding back all interest and periodic finance charges, including
acceptance commission, commitment fee and the interest element of rental
payments on finance or capital lease payments (whether, in each case, paid,
payable or accrued) incurred by the Reporting Group in that period;


(ii)                                  adding back or deducting any loss or gain attributable to minority
interests; and


(iii)                               adding back depreciation, amortisation and any other non-cash charges.


Consolidated Total Borrowings means, in respect of the Reporting Group, at any time, the aggregate of
the following:


(a)                                  the outstanding principal amount of any moneys borrowed (including for
the avoidance of doubt any interest that has been capitalised under such
borrowings);


(b)                                 the outstanding principal amount of any acceptance under any acceptance
credit;


(c)                                  the outstanding principal amount of any bond, note, debenture, loan
stock or other similar instrument;


(d)                                 the capitalised element of indebtedness under any Finance Lease;


(e)                                  the outstanding principal amount of all moneys owing in connection with
the sale or discounting of receivables (otherwise than on a non-recourse
basis);


(f)                                    the outstanding principal amount of any indebtedness arising from any
deferred payment agreements arranged primarily as a method of raising finance
or financing the acquisition of an asset other than any trade credit on normal
commercial terms deferred for no more than 90 days;


(g)                                 any fixed or minimum premium amount on the scheduled repayment or
scheduled redemption of any instrument referred to in paragraph (c) above;


(h)                                 the outstanding principal amount of any indebtedness arising in
connection with any other transaction (including any forward sale or purchase
agreement) which has the commercial effect of a borrowing;


(i)                                     the outstanding principal amount of any indebtedness in respect of any
counter-indemnity obligation of a type referred to in paragraph (i) of
the definition of Financial Indebtedness; and



 6
 









(j)                                     the outstanding principal amount of any indebtedness of any person other
than a member of the Group of a type referred to in paragraphs (a) – (i) above
which is the subject of a guarantee, indemnity or similar assurances against
financial loss given by a member of the Group,


and so that where any amount falls within more than
one of the preceding paragraphs, that amount shall be included only once.


Dangerous Substance
means any radioactive emissions and any natural or artificial substance
(whether in solid or liquid form or in the form of a gas or vapour and whether
alone or in combination with any other substance) which, taking into account
the concentrations and quantities present and the manner in which it is being
used or handled, it is reasonably foreseeable will cause harm to man or any
other living organism or damage to the Environment including any controlled,
special, hazardous, toxic, radioactive or dangerous waste.


Default means:


(a)                                  an Event of Default; or


(b)                                 an event or circumstance which would be (with the expiry of a grace
period or the giving of notice) an Event of Default.


Deferral means an Equity Funded Deferral, as repaid or prepaid from time to
time, and any refinancing thereof.


Deferral Debt has the meaning given to that term in paragraph (o) of the definition
of Permitted Financial Indebtedness in this Clause 1.1.


Designated Party means any person
listed:


(a)                                  in the Annex to the Executive Order;


(b)                                 on the “Specially Designated Nationals and Blocked Persons” list
maintained by the Office of Foreign Assets Control of the United States
Department of the Treasury; or


(c)                                  in any successor list to either of the foregoing.


Double Tax Treaty means any convention between the government of the Kingdom of Belgium
and any other government for the avoidance of double taxation and the
prevention of fiscal evasion with respect to taxes on income and capital gains.


Environment means the media of air, water and land (wherever occurring) and in
relation to the media of air and water includes, without limitation, the air
and water within buildings and the air and water within other natural or
man-made structures above or below ground and any water contained in any
underground strata.


Environmental Approval means any authorisation required by an Environmental Law.


Environmental Claim means any claim by any person in connection with:


(a)                                  a breach, or alleged breach, of an Environmental Law;



 7
 









(b)                                 any accident, fire, explosion or other event of any type involving an
emission or substance which is capable of causing harm to any living organism
or the environment; or


(c)                                  any other environmental contamination,


which might result in any liability on any Party.


Environmental Law means any law or regulation concerning:


(a)                                  the protection of health and safety;


(b)                                 the environment; or


(c)                                  any emission or substance which is capable of causing harm to any living
organism or the environment.


Equity Funded Deferrals means any cash element of the consideration payable in respect of the
Acquisition, subject to an aggregate maximum principal amount of €198,000,000,
payment of which is deferred.


ERISA means the United States
Employee Retirement Income Security Act of 1974, as amended.


ERISA Affiliate means each trade or
business, whether or not incorporated, that would be treated as a single employer
with any member of the Group under section 414 of the United States Internal
Revenue Code of 1986, as amended.  When
any provision of this Agreement relates to a past event, the term ERISA Affiliate includes any person that was an ERISA
Affiliate of a member of the Group at the time of that past event.


EURIBOR means for a Term of any Loan or overdue amount denominated in euro:


(a)                                  the applicable Screen Rate; or


(b)                                 if no Screen Rate is available for that Term of that Loan or overdue
amount, the arithmetic mean (rounded upward to four decimal places) of the
rates as supplied to the Facility Agent at its request quoted by the Reference
Banks to leading banks in the European interbank market,


as of 11.00 a.m. (Paris time) on the Rate Fixing
Day for the offering of deposits in euro for a period comparable to that Term.


euro
means the single currency of the Participating Member States.


Event of Default means an event specified as such in Clause 20 (Default).


Existing Notes Security
means the existing security entered into in connection with the Senior Notes
and Senior Discount Notes as set out at in Schedule 8 (Existing Notes
Security).


Existing Security means the existing security entered into in connection with the
Existing Senior Facility as set out in Schedule 6 (Existing Security).


Existing Security Document
means an agreement or instrument in respect of Existing Security.



 8
 









Existing Security Provider means
an Original Obligor, SuperHoldco, Holdco or Vlaanderen.


Existing Senior Facility means the €1,000,000,000 credit facilities provided to the Company
pursuant to a credit agreement dated 10 May 2006 between (amongst others) the
Company and KBC Bank NV as security agent.


Existing Share Pledge
means each existing share pledge agreement as set out in Schedule 7 (Existing
Share Pledges).


Facility means the Term Loan A Facility, the Term Loan B1 Facility, the Term
Loan B2 Facility, the Term Loan C Facility, the Revolving Facility and each
Telenet Additional Facility and, where the context so admits or requires,
includes each of them.


Facility Office means the office notified by a Lender to the Facility Agent:


(a)                                  on or before the date it becomes a Lender; or


(b)                                 by not less than five Business Days’ notice,


as the office(s) through which it will perform its
obligations under this Agreement.


Fee Letter means any letter entered into by reference to this Agreement between
one or more Administrative Parties and an Obligor setting out the amount of
certain fees referred to in this Agreement.


Final Maturity Date means:


(a)                                  the Term Loan A Facility Final Maturity Date;


(b)                                 the Term Loan B1 Facility Final Maturity Date;


(c)                                  the Term Loan B2 Facility Final Maturity Date;


(d)                                 the Term Loan C Facility Final Maturity Date; or


(e)                                  the Revolving Facility Final Maturity Date.


Finance Document means:


(a)                                  this Agreement;


(b)                                 a Security Document;


(c)                                  a Fee Letter;


(d)                                 the Intercreditor Agreement;


(e)                                  each Telenet Additional Facility Accession Agreement;


(f)                                    the Hedging Letter;


(g)                                 a Hedging Document;


(h)                                 any subordination agreement relating to Subordinated Shareholder Loans;



 9
 









(i)                                     the Syndication Letter;


(j)                                     a Transfer Certificate;


(k)                                  an Accession Agreement;


(l)                                     a Resignation Request; or


(m)                               any other document designated as such by the Facility Agent and the
Company.


Finance Lease means any contract treated as a finance or capital lease in accordance
with Accounting Principles.


Finance Party means a Lender, a Hedging Bank or an Administrative Party.


Financial Indebtedness means any indebtedness for or in respect of:


(a)                                  moneys borrowed and debit balances at banks;


(b)                                 any acceptance credit (including any dematerialised equivalent);


(c)                                  any bond, note, debenture, loan stock or other similar instrument;


(d)                                 any Finance Lease provided that indebtedness in respect of network
leases shall only be included in this paragraph (d) for the purposes of Clause
20.5 (Cross-default and cross acceleration);


(e)                                  receivables sold or discounted (other than any receivables to the extent
they are sold or discounted on a non-recourse basis);


(f)                                    the acquisition cost of any asset to the extent payable after its
acquisition or possession by the party liable where the deferred payment is
arranged primarily as a method of raising finance or financing the acquisition
of that assets;


(g)                                 (for the purposes of Clause 20.5 (Cross-default and cross acceleration)
only) any derivative transaction protecting against or benefiting from
fluctuations in any rate or price (and, at any time, the then marked to market
value of the derivative transaction will be used to calculate its amount);


(h)                                 any other transaction (including any forward sale or purchase agreement)
which has the commercial effect of a borrowing;


(i)                                     any counter-indemnity obligation in respect of any guarantee, indemnity,
bond, letter of credit or any other instrument issued by a bank or financial
institution; or


(j)                                     any guarantee, indemnity or similar assurance against financial loss of
any person in respect of any item referred to in the above paragraphs,


provided that indebtedness which has been cash-collateralised
shall not be included in any calculation of Financial Indebtedness to the
extent so cash-collateralised and indebtedness which is in the nature of equity
(other than redeemable shares) shall not be regarded as Financial Indebtedness.


Funds Flow Statement means
a funds flow statement in agreed form continuing details of the flow of funds
on the Closing Date.



 10
 









Group
means the Company and its Subsidiaries other than a Non-Recourse Subsidiary.


Guarantor means an Original Guarantor
or an Additional Guarantor.


Hedging Bank has the meaning given to it in the Intercreditor Agreement.


Hedging Document has the meaning given to it in the Intercreditor Agreement.


Hedging Letter has the meaning given
to that term in Part 1 of Schedule 2 (Conditions Precedent Documents).


Holdco
means Telenet Communications NV (a company registered in Belgium with
registration number HR Mechelen 090032, Enterprise No. 0473.416.814).


Holding Company of any other person, means a company in respect of which that other
person is a Subsidiary.


IFRS means international
accounting standards within the meaning of IAS Regulation 1606/2002 to the
extent applicable to the relevant financial statements.


Increased Cost means:


(a)                                  an additional or increased cost;


(b)                                 a reduction in the rate of return from a Facility or on a Finance
Party’s (or its Affiliate’s) overall capital; or


(c)                                  a reduction of an amount due and payable under any Finance Document,


which is incurred or suffered by a Finance Party or
any of its Affiliates but only to the extent attributable to that Finance Party
having entered into any Finance Document or funding or performing its
obligations under any Finance Document.


Information Memorandum
means the document in the form approved by the Company which, at the request of
the Company was prepared in relation to this Agreement and distributed by the
Mandated Lead Arrangers in connection with the syndication of the Facilities.


Information Package
means the Information Memorandum and the written materials to be
provided/presented to certain prospective lenders at a management presentation
meeting prior to the bank presentation meeting and/or to prospective lenders at
the bank presentation meeting to be held on or shortly after the date of this
Agreement in relation to the Facilities.


Infosys Technologies Agreement means
the software services agreement with Infosys Technologies Limited dated 19
April 2001.


Intellectual Property Rights means all know-how, patents, trademarks, service marks, designs,
business names, domain names, topographical or similar rights, copyrights,
database rights and other intellectual property rights and any interests
(including by way of licence) in any of the foregoing (in each case whether
registered or not and including all applications for the same) of any member of
the Group.



 11
 









Intercreditor Agreement means the intercreditor agreement entered into or to be entered into
between (amongst others) the Facility Agent (on behalf of all of the Finance
Parties), the Security Agent and the Obligors.


Interest means, for any period, all
interest and periodic financing charges (including, without limitation,
acceptance commission or commitment fees, and the interest element of Finance
Leases entered into after the date of this Agreement) accrued during that
period.


Interkabel Contribution Deed means the notarial deeds passed before notary Kiebooms on 23 September
1996 and 18 May 1998 whereby Interkabel Vlaanderen CV contributed usage rights
over the PICs cable networks to Vlaanderen.


Joint Venture means any joint venture entity, whether a company, unincorporated firm,
undertaking, association, joint venture or partnership or any other entity.


Lender
means:


(a)                                  an Original Lender;


(b)                                 any Telenet Additional Facility Lender; or


(c)                                  any person which becomes a Lender after the date of this Agreement.


LIBOR means for a Term of any Loan
or overdue amount denominated in U.S. Dollars:


(a)                                  the applicable Screen Rate; or


(b)                                 if no Screen Rate is available for that Term of that Loan or overdue
amount, the arithmetic mean (rounded upward to four decimal places) of the
rates, as supplied to the Facility Agent at its request, quoted by the
Reference Banks to leading banks in the London interbank market,


as of 11:00 am (London time) on the Rate Fixing Day
for the offering of deposits in U.S. Dollars for a period comparable to that
Term.


Licence means each approval,
consent, authorisation and licence from, and all filings, registrations and
agreements with any governmental or regulatory authority, in each case granted,
issued, made or entered into pursuant to any Telecommunications and Cable Law
necessary in order to enable each member of the Group to carry on its business
as may be permitted by the terms of this Agreement.


Loan
means a Term Loan A Facility Loan, a Term Loan B1 Facility Loan, a Term Loan B2
Facility Loan, a Term Loan C Facility Loan, a Revolving Loan or a Telenet
Additional Facility Loan and, where the context so admits or requires, includes
each of them.


Majority Acquisition has
the meaning given in paragraph (d) of the definition of Permitted
Acquisition.


Majority Lenders means, at any time, Lenders:


(a)                                  whose share in the outstanding Loans and whose undrawn Commitments then
aggregate two thirds or more of the aggregate of all the outstanding Loans and
the undrawn Commitments of all the Lenders;



 12
 









(b)                                 if there is no Loan then outstanding, whose undrawn Commitments then
aggregate two thirds or more of the Total Commitments; or


(c)                                  if there is no Loan then outstanding and the Total Commitments have been
reduced to zero, whose Commitments aggregated two thirds or more of the Total
Commitments immediately before the reduction,


provided that, solely for the purposes of determining
whether any amendment or waiver of any term of the Finance Documents requested
by the Company has been approved by the Majority Lenders, the amount of the
Loans and undrawn Commitments of the Lenders referred to in paragraph (a) above
shall be reduced by the amount of the Loans and undrawn Commitments of any
Lender that has not, on or before the day 10 Business Days after the date such
request has been notified to the Lenders by the Facility Agent, notified the
Facility Agent of its decision or requested further information to enable it to
make such decision, or has notified the Facility Agent that it is actively
reviewing such request with a view to making such decision.


Majority Term Loan A Facility Lenders means, at any time, Term Loan A Facility Lenders:


(a)                                  whose share in the outstanding Term Loan A Facility Loans and whose
undrawn Term Loan A Facility Commitments then aggregate two thirds or more of
the aggregate of all the outstanding Term Loan A Facility Loans and the undrawn
Term Loan A Facility Commitments of all the Term Loan A Facility Lenders;


(b)                                 if there is no Term Loan A Facility Loan then outstanding, whose undrawn
Term Loan A Facility Commitments then aggregate two thirds or more of the Total
Term Loan A Facility Commitments; or


(c)                                  if there is no Term Loan A Facility Loan then outstanding and the Total
Term Loan A Facility Commitments have been reduced to zero, whose Term Loan A
Facility Commitments aggregated two thirds or more of the Total Term Loan A
Facility Commitments immediately before the reduction.


Majority Term Loan B1 Facility
Lenders means, at any time, Term Loan B1 Facility Lenders:


(a)                                  whose share in the outstanding Term Loan B1 Facility Loans and whose
undrawn Term Loan B1 Facility Commitments then aggregate two thirds or more of
the aggregate of all the outstanding Term Loan B1 Facility Loans and the
undrawn Term Loan B1 Facility Commitments of all the Term Loan B1 Facility
Lenders;


(b)                                 if there is no Term Loan B1 Facility Loan then outstanding, whose
undrawn Term Loan B1 Facility Commitments then aggregate two thirds or more of
the Total Term Loan B1 Facility Commitments; or


(c)                                  if there is no Term Loan B1 Facility Loan then outstanding and the Total
Term Loan B1 Facility Commitments have been reduced to zero, whose Term Loan B1
Facility Commitments aggregated two thirds or more of the Total Term Loan B1
Facility Commitments immediately before the reduction.



 13
 









Majority Term Loan B2 Facility
Lenders means, at any time, Term Loan B2 Facility
Lenders:


(a)                                  whose share in the outstanding Term Loan B2 Facility Loans and whose
undrawn Term Loan B2 Facility Commitments then aggregate two thirds or more of
the aggregate of all the outstanding Term Loan B2 Facility Loans and the
undrawn Term Loan B2 Facility Commitments of all the Term Loan B2 Facility
Lenders;


(b)                                 if there is no Term Loan B2 Facility Loan then outstanding, whose
undrawn Term Loan B2 Facility Commitments then aggregate two thirds or more of
the Total Term Loan B2 Facility Commitments; or


(c)                                  if there is no Term Loan B2 Facility Loan then outstanding and the Total
Term Loan B2 Facility Commitments have been reduced to zero, whose Term Loan B2
Facility Commitments aggregated two thirds or more of the Total Term Loan B2
Facility Commitments immediately before the reduction.


Majority Term Loan C Facility Lenders means, at any time, Term Loan C Facility Lenders:


(a)                                  whose share in the outstanding Term Loan C Facility Loans and whose
undrawn Term Loan C Facility Commitments then aggregate two thirds or more of
the aggregate of all the outstanding Term Loan C Facility Loans and the undrawn
Term Loan C Facility Commitments of all the Term Loan C Facility Lenders;


(b)                                 if there is no Term Loan C Facility Loan then outstanding, whose undrawn
Term Loan C Facility Commitments then aggregate two thirds or more of the Total
Term Loan C Facility Commitments; or


(c)                                  if there is no Term Loan C Facility Loan then outstanding and the Total
Term Loan C Facility Commitments have been reduced to zero, whose Term Loan C
Facility Commitments aggregated two thirds or more of the Total Term Loan C
Facility Commitments immediately before the reduction.


Management Fees means any management, consultancy or similar fees payable by any member
of the Group to any Restricted Person.


Mandatory Cost means the percentage rate per annum calculated by the Facility Agent in
accordance with Schedule 4 (Calculation of the Mandatory Cost) and shall, for
the avoidance of doubt, exclude Basel II Costs.


Margin
means:


(a)                                  in respect of a Term Loan A Facility Loan, the applicable Term Loan A
Facility Margin;


(b)                                 in respect of a Term Loan B1 Facility Loan, the applicable Term Loan B1
Facility Margin;


(c)                                  in respect of a Term Loan B2 Facility Loan, the applicable Term Loan B2
Facility Margin;


(d)                                 in respect of a Term Loan C Facility Loan, the applicable Term Loan C
Facility Margin;



 14
 









(e)                                  in respect of a Revolving Loan, the applicable Revolving Facility
Margin; and


(f)                                    in respect of a Telenet Additional Facility Loan, the applicable Telenet
Additional Facility Margin.


Material Adverse Effect means a material adverse effect on the ability of the Obligors (taken
as a whole) to perform their payment obligations under any Finance Document.


Material Contracts
means:


(a)                                  the Belgacom Interconnect Agreement;


(b)                                 the Infosys Technologies Agreement; and


(c)                                  the Interkabel Contribution Deed,


in each case including any contract which might be substituted
in place of any contract listed in (a) to (c) above.


Material Group Member
means an Obligor or a Material Subsidiary.


Material Subsidiary
means, at any time any Subsidiary of the Company (other than a Non-Recourse
Subsidiary) whose gross assets, earnings before interest, depreciation,
amortisation and taxes or turnover (excluding intra-group items) equal or
exceed, respectively, 10 per cent. of the consolidated gross assets, earnings
before depreciation, amortisation, interest and taxes or turnover of the
Reporting Group (excluding intra-group items).


For this purpose:


(a)                                  the gross assets, earnings before interest, depreciation, amortisation
and taxes or turnover of a Subsidiary of the Company will be determined from
its financial statements (unconsolidated if it has Subsidiaries) upon which the
latest financial statements of the Reporting Group that have been delivered to
the Facility Agent pursuant to Clause 17.1(a) (Financial statements)are based;


(b)                                 if a Subsidiary of the Company becomes such a Subsidiary after the date
on which the latest financial statements of the Reporting Entity have been
prepared, the gross assets, earnings before depreciation, amortisation,
interest and taxes or turnover of that Subsidiary will be determined from its latest
financial statements;


(c)                                  the gross assets, earnings before interest, depreciation, amortisation
and taxes or turnover of the Reporting Group will be determined from its latest
financial statements delivered to the Facility Agent pursuant to Clause 17.1(a)
(Financial statements), adjusted (where appropriate) to reflect the gross
assets, earnings before interest, depreciation, amortisation and taxes or
turnover of any company or business subsequently acquired or disposed of;


(d)                                 if a Material Subsidiary disposes of all or substantially all of its
assets to another Subsidiary of the Company, it will immediately cease to be a
Material Subsidiary and the other Subsidiary (if it is not already) will
immediately become a Material Subsidiary; the subsequent financial statements
of those Subsidiaries and the Company will be used to determine whether those
Subsidiaries are Material Subsidiaries or not.



 15
 









Maturity Date means the last day of the Term of a Revolving Loan.


Measurement Period means with respect to the first Measurement Period, the two financial
quarters ending on 30 September 2007 and, thereafter, the two financial
quarters ending on 31 December 31 March 30 June and 30 September of each year.


Necessary Authorisations means all material approvals, consents, authorisations and licences
from, all rights granted by and all filings, registrations and agreements with,
any government or other regulatory authority necessary in order to enable each
member of the Group to carry on its business as may be permitted by the terms
of this Agreement as carried on by it at the relevant time.


Net Proceeds means the aggregate
cash (or cash equivalent) proceeds received by any member of the Group in
consideration for or otherwise in respect of a relevant disposal, net of all
Taxes applicable on, or to any gain resulting from, that disposal and of all
reasonable costs, fees and expenses properly incurred by continuing members of
the Group in arranging and effecting that disposal.


Net Total Debt  means, at any time, Total Debt less
Consolidated Cash and Cash Equivalents at that time.


Non-Recourse Subsidiary means a company or partnership:


(a)                                  is a limited liability company or a limited liability partnership in
which no member of the Group is the general partner;


(b)                                 none of whose indebtedness or any other obligations benefits from any
recourse whatsoever to any member of the Group in respect of the repayment or
payment thereof; and


(c)                                  which has been designated as such by the Original Borrower by written
notice to the Facility Agent on or prior to its becoming a Subsidiary of the
Original Borrower which notice shall be accompanied by evidence satisfactory to
the Facility Agent that the requirements of paragraph (b) above will be
complied with at all times in respect of that Subsidiary,


provided that the Original Borrower may, having
obtained the prior consent of the Majority Lenders and having submitted a
Business Plan referred to in paragraph (b) of the definition of ‘Business
Plan’, give written notice to the Facility Agent at any time that any
Non-Recourse Subsidiary is no longer a Non-Recourse Subsidiary, whereupon it
shall cease to be a Non-Recourse Subsidiary and shall, if it would be a
Material Subsidiary immediately after its redesignation as a member of the
Group, accede to this Agreement as an Additional Guarantor in accordance with
Clause 27.8 (Additional Guarantors).


Obligor means a Borrower or a Guarantor.


Obligor Pledge of Receivables means
the pledges of receivables that may be entered into between certain Obligors
and the Security Agent in substantially the same form as the pledges of
receivables that comprise part of the Existing Security.


Original Financial Statements means the audited consolidated financial statements of SuperHoldco for
the year ended 31 December 2006 as prepared or restated in accordance with the
Accounting Principles.



 16
 









Original Lender means:


(a)                                  an Initial Original Lender; and


(b)                                 any person which has become a New Lender (as defined in Clause 27.3
(Transfers by Lenders) under a Facility other than a Telenet Additional
Facility in accordance with Clause 27 (Changes to the Parties),


which in each case has not ceased to be a party in
accordance with the terms of this Agreement.


Original Obligor  means the Company or an Original Guarantor.


Participating Member State means a member state of the European Union that adopts or has adopted
the euro as its lawful currency under the legislation of the European Economic
and Monetary Union.


Party
means a party to this Agreement.


Permitted Acquisition means:


(a)                                  any acquisition by any member of the Group pursuant to a Permitted
Disposal by a member of Group;


(b)                                 any Restricted Acquisition of a member of the Group by any other member
of the Group as part of the solvent reorganisation of the Group;


(c)                                  any Restricted Acquisition of further share capital (or equivalent) of
an entity which was a member of the Group immediately prior to the completion
of the Restricted Acquisition;


(d)                                 any acquisition by a member of the Group of assets, businesses and
entities located principally in the Kingdom of Belgium, the Netherlands or
Luxembourg or any equity interests in, or debts or securities owed or issued by
any such entity, where upon completion of the acquisition the Target will be a
Subsidiary of the Company or where a member of the Group will own directly or
indirectly greater than a 50 per cent. interest in the assets or assets
constituting the acquired business (a Majority Acquisition)
and the principal activities of such entities are related to the Permitted
Business as at the date of this Agreement and are carried out principally in
Belgium, the Netherlands or Luxembourg, provided that


in the case of any Majority Acquisition where the
Acquisition Cost exceeds €250,000,000 (or its equivalent), the Company provides
to the Facility Agent within 15 days of the date of any such Majority
Acquisition;


(i)                                     a Business Plan prepared for the period beginning on the date of (and
assuming completion of) the relevant acquisition and ending on the Final
Maturity Date and which must demonstrate that, following the relevant
acquisition, the Company will be able to comply with all its obligations
(present and future) under Clause 18 (Financial Covenants) for the period
referred to above; and


(ii)                                  to the extent they are available to the Company, the most recent six-months
management accounts of or relating to the Target, together with a certificate 



 17
 









signed by a managing director of the Company
certifying that the copy of such management accounts provided to the Facility
Agent is a true copy; and


(iii)                               an Acquisition Business Plan; and


(iv)                              a certificate signed by a managing director of the Company which
certifies that, if the ratio of the Net Total Debt to Consolidated Annualised
EBITDA was re-calculated for the most recent Measurement Period ending prior to
the date of the Majority Acquisition in respect of which financial statements
have been delivered pursuant to Clause 17.1(a) (Financial statements) (the Relevant Measurement Period) but adding to the:


(A)                              amount of Total Debt used in such calculation any net increase in the
Total Debt since the end of the Relevant Measurement Period or subtracting from
the amount of Total Debt used in such calculation any net deduction in the
Total Debt (in each case taking into account the amount of Total Debt used to
fund the Acquisition Cost); and


(B)                                Consolidated Annualised EBITDA, the annualised earnings before interest,
tax, depreciation and amortisation of the Target for the Relevant Measurement
Period,


the ratio of Net Total Debt to Consolidated Annualised
EBITDA would be less than 5.0:1;


(e)                                  acquisitions of Consolidated Cash and Cash Equivalents; and


(f)                                    acquisitions permitted by the Majority Lenders,


provided that:


(i)                                     in the case of any acquisition falling within paragraphs (a), (d) and
(f) above (other than any acquisition of Consolidated Cash or Cash Equivalents)
no Event of Default has occurred and is continuing at the time of such proposed
acquisition; and


(ii)                                  in the case of any acquisition of any company or partnership, such
company is a company incorporated with limited liability or is a limited
liability partnership provided that the acquisition does not include the
acquisition of the general partner of that limited liability partnership.


Permitted Business means the carrying on of the Business principally in Belgium, the
Netherlands or Luxembourg.


Permitted Disposal means:


(a)                                  any disposal (including, for the avoidance of doubt, the outsourcing of
activities that support or are incidental to the Permitted Business) of assets
on arm’s length commercial terms in the ordinary course of business;


(b)                                 any disposal of property or other assets on bona fide arm’s length
commercial terms in the ordinary course of business in consideration for, or to
the extent that the Net Proceeds of disposal are applied within 120 days after
such disposal in the acquisition of, property or other assets of a similar
nature and approximately equal value to be used in the Permitted Business;



 18
 









(c)                                  the disposal of assets in exchange for other assets similar or superior
as to type, value or quality;


(d)                                 any disposal of assets on bona fide arm’s length commercial terms where
such assets are obsolete or no longer required for the purposes of the
Permitted Business;


(e)                                  the application of cash in payments which are not otherwise restricted
by the terms of this Agreement and the Security Documents including, for the
avoidance of doubt, Permitted Acquisitions and Permitted Payments;


(f)                                    disposals (or the payment of management, consultancy or similar fees):


(i)                                     by an Obligor to another Obligor; or


(ii)                                  from a member of the Group which is not an Obligor, to an Obligor; or


(iii)                               from an Obligor to another member of the Group which is not an Obligor;


(g)                                 disposals arising as a result of any Permitted Security Interest;


(h)                                 disposals made in connection with Approved Stock Options;


(i)                                     the payment, transfer or other disposal of consideration for any
Majority Acquisition, merger or consolidation permitted by Clause 19.10
(Acquisitions and mergers);


(j)                                     the grant of indefeasible rights of use or equivalent arrangements with
respect to network capacity, communications, fibre capacity or conduit, in each
case on arm’s length commercial terms or on terms that are fair and reasonable
and in the best interests of the Group;


(k)                                  the payment, transfer or other disposal between members of the Group
constituting consideration or investment for or towards or in furtherance of
any Permitted Acquisition, Permitted Joint Venture or a merger or consolidation
permitted by Clause 19.10 (Acquisitions and mergers);


(l)                                     the granting of operating leases or licences of real property on arm’s
length terms;


(m)                               any disposal made as part of a Permitted Transaction;


(n)                                 disposals required by law or under the authority of any government or
agency; and


(o)                                 any disposal (in addition to those described in paragraphs (a) to (n)
above) of any asset, the annualised earnings before interest, tax, depreciation
and amortisation attributable to which for the most recent Measurement Period
ending immediately prior to the date of that disposal (Annualised
EBITDA), when aggregated with the Annualised EBITDA attributable to
all other disposals of assets other than those described in paragraphs (a) to
(n), does not exceed 15% of the Consolidated Annualised EBITDA for that most
recent Measurement Period (the Disposal Cap).  The Disposal Cap shall be re-credited by a
percentage amount equal to the percentage which the Annualised EBITDA
attributable to any Permitted Acquisition (annualised for the financial year of
the Company in which such Permitted Acquisition is completed) represents of the
Consolidated Annualised EBITDA of the Group in that financial year (taking into
account such Permitted Acquisition), provided that the 



 19
 









Disposal Cap may never exceed an amount equal to 15%
of the Consolidated Annualised EBITDA for that most recent Measurement Period.


Permitted Financial Indebtedness
means any Financial Indebtedness:


(a)                                  arising hereunder or under the Security Documents;


(b)                                 permitted pursuant to Clause 19.15 (Loans and guarantees);


(c)                                  incurred through a Subordinated Shareholder Loan made to any member of
the Group;


(d)                                 of any member of the Group arising as a result of the issue by it or a
financial institution of a surety or performance bond in relation to the
performance by such member of the Group of its obligations under contracts
entered into in the ordinary course of its business (other than for the purpose
of raising indebtedness);


(e)                                  approved in writing by the Facility Agent (acting on the instructions of
the Majority Lenders);


(f)                                    in respect of deposits or prepayments constituting Financial
Indebtedness received by any member of the Group from a customer or subscriber
for its services;


(g)                                 owing by any member of the Group being permitted Management Fees or
management, consultancy or similar fees payable to another member of the Group
in respect of which payment has been deferred;


(h)                                 constituting Permitted Payments the payment of which has been deferred;


(i)                                     of a company which is acquired by a member of the Group after the date
hereof as an acquisition permitted by Clause 19.10 (Acquisitions and
mergers) where such Financial Indebtedness existed at the date of completion of
such acquisition provided that:


(i)                                     such Financial Indebtedness was not incurred in contemplation of the
acquisition;


(ii)                                  the amount of such Financial Indebtedness is not increased beyond the
amount in existence at the date of completion of the acquisition; and


(iii)                               such Financial Indebtedness is discharged within six months of the date
of completion of the acquisition;


(j)                                     of any member of the Group (other than any Obligor) constituting
Financial Indebtedness to all the holders (or their Affiliates) of the share
capital of any such member of the Group on a basis that is substantially
proportionate to their interests in such share capital (with any
disproportionately large interest received by any member of the Group or any
disproportionately small interest received by any person other than a member of
the Group, in each case relative to its interests in such share capital, being
ignored for this purpose), provided such Financial Indebtedness does not bear
interest (other than by way of addition to its principal amount on a
proportionate basis as described above) and is made on terms that repayment or
pre-payment of such Financial Indebtedness shall only be made to each such
holder:



 20
 









(i)                                     in proportion to their respective interests in such share capital
(ignoring any disproportionately large interest held by any member of the Group
or any disproportionately small interest received by any person other than a
member of the Group, in each case relative to its interests in such share
capital, for this purpose); and


(ii)                                  only on and in connection with the liquidation or winding up (or
equivalent) of such member of the Group;


(k)                                  arising as a result of any cash pooling arrangements in the ordinary
course of the Group’s banking business to which any member of the Group is a
party;


(l)                                     under:


(i)                                     a financial lease arrangement in relation to the Group’s corporate
headquarters at Liersesteenweg 4, Mechelen, Belgium;


(ii)                                  the Clientele Fees or the Annuity Fees;


(iii)                               any other Finance Leases or guarantees thereof in respect of any assets
leased by any member of the Group entered into in the ordinary course of trade
of the Group in a maximum aggregate amount of €15,000,000;


(m)                               referred to in paragraph (f) of the definition of Financial
Indebtedness, for which the acquisition cost of the assets is payable by a
member of the Group no more than 90 days after its acquisition or possession;


(n)                                 which is incurred by a member of the Group pursuant to or in respect of
any BIPT performance bond subject to an aggregate maximum amount outstanding at
any time of €20,000,000 (or its equivalent);


(o)                                 incurred by the Company and owed to Holdco as a result of the assumption
by Holdco of the Company’s obligations in respect of any of the Deferrals (the Deferral Debt) provided that the relevant
Financial Indebtedness is subordinated as a Subordinated Shareholder Loan
pursuant to the Intercreditor Agreement and Holdco has entered into a Pledge of
Subordinated Shareholder Loan in respect of such indebtedness; and


(p)                                 not included in the preceding paragraphs which does not exceed in
aggregate at any time €50,000,000 (or its equivalent).


Permitted Joint Venture means:


(a)                                  any Restricted Acquisition referred to in paragraph (b) of the
definition of “Permitted Acquisition” and any Acquisition as a result of a
reorganisation of a person that is not a Subsidiary of the Company but in which
a member of the Group has an interest, provided that such reorganisation does
not result in an overall increase in the value of the Group’s interest in that
person, other than adjustments to the basis of any member of the Group’s
interest in accordance with the Accounting Principles;


(b)                                 any acquisition by a member of the Group of
assets, businesses and entities located principally in the Kingdom of Belgium,
the Netherlands or Luxembourg or any equity interests in, or debts or
securities owed or issued by any such entity, where upon completion of the
acquisition the Target will not be a Subsidiary of the Company and



 21















where a member of the Group will own directly or
indirectly no more than a 50 per cent. interest in the assets or assets
constituting the acquired business (a JV Minority Acquisition)
and the principal activities of such entities are related to the Permitted
Business as at the date of this Agreement and are carried out principally in
Belgium, the Netherlands or Luxembourg, provided that in the case of any JV
Minority Acquisition where the Acquisition Cost exceeds €250,000,000 (or its
equivalent), the Company provides to the Facility Agent within 15 days of the
date of any such JV Minority Acquisition;


(a)                                  a Business Plan prepared for the period beginning on the date of (and
assuming completion of) the relevant acquisition and ending on the Final
Maturity Date and which must demonstrate that, following the relevant
acquisition, the Company will be able to comply with all its obligations
(present and future) under Clause 18 (Financial Covenants) for the period referred
to above; and


(b)                                 to the extent they are available to the Company, the most recent
six-months management accounts of or relating to the Target, together with a
certificate signed by a managing director of the Company certifying that the
copy of such management accounts provided to the Facility Agent is a true copy;
and


(c)                                  an Acquisition Business Plan; and


(d)                                 a certificate signed by a managing director of the Company which
certifies that, if the ratio of the Net Total Debt to Consolidated Annualised
EBITDA was re-calculated for the most recent Measurement Period ending prior to
the date of the JV Minority Acquisition in respect of which financial
statements have been delivered pursuant to Clause 17.1(a) (Financial
statements)(the Relevant Measurement Period) but
adding to the:


(A)                              amount of Total Debt used in such calculation any net increase in the
Total Debt since the end of the Relevant Measurement Period or subtracting from
the amount of Total Debt used in such calculation any net deduction in the Total
Debt (in each case taking into account the amount of Total Debt used to fund
the Acquisition Cost); and


(B)                                Consolidated Annualised EBITDA, the annualised earnings before interest,
tax, depreciation and amortisation of the Target for the Relevant Measurement
Period,


the ratio of Net Total Debt to Consolidated Annualised
EBITDA would be less than 5.0:1,


provided that no Event of Default has occurred and is
continuing at the time of such proposed acquisition.


Permitted Payment means any distribution, dividend, transfer of assets, loan or other
payment:


(a)                                  to any Restricted Person in relation to transactions carried out on bona
fide arm’s length commercial terms in the ordinary course of business or on
terms which are fair and reasonable and in the best interest of the Group;


(b)                                 by way of payment of Management Fees:



 22
 









(i)                                     which are paid on bona fide arm’s length terms in the ordinary course of
business to a Restricted Person; or


(ii)                                  of up to €15,000,000 in any financial year,


provided that, at the time of payment, no Default is
outstanding or would occur as a result of such payment;


(c)                                  by way of payment of principal or interest on Subordinated Shareholder
Loans or by way of distributions, dividends or other payments made by the
Company in respect of its share capital or by way of intercompany loans
described to in Clauses 3.1(a)(i) or 3.1(b)(i) provided that:


(i)                                     the ratio of Net Total Debt to Consolidated Annualised EBITDA is 5:1 or
less prior to making the relevant payment and will be 5:1 or less after such
payment has been made; and


(ii)                                  no Default has occurred and is continuing or would occur as a result of
such payment;


(d)                                 by way of payment to any Restricted Person of consideration for an
acquisition, merger or consolidation permitted by Clause 19.10 (Acquisitions
and mergers).


Permitted Security Interest means:


(a)                                  any Security Interest created or evidenced by the Security Documents or
in favour of another Obligor;


(b)                                 any Security Interest listed in Schedule 8 (Existing Notes Security)
except to the extent the principal amount secured by that Security Interest
exceeds the amount stated in that Schedule and provided all such Security
Interests are irrevocably and unconditionally released and discharged on or
before the first Utilisation Date under this Agreement;


(c)                                  any lien arising in the ordinary course of business by way of contract
which secures indebtedness under any agreement for the supply of goods or
services in respect of which payment is not deferred for more than 180 days (or
360 days if such deferral is in accordance with the terms pursuant to which the
relevant goods were acquired or services provided);


(d)                                 any Security Interest imposed by any taxation or governmental authority
in respect of amounts which are being contested by the relevant member of the
Group in good faith and not yet payable for which adequate reserves have been
set aside in the books of the relevant member of the Group in accordance with
the Accounting Principles; or


(e)                                  an Security Interest approved in writing by the Facility Agent (acting
on the instructions of the Majority Lenders);


(f)                                    any Security Interest in favour of any bank incurred in relation to any
cash management arrangements;


(g)                                 any netting or set-off arrangement entered into by a member of the Group
in the ordinary course of business;



 23
 









(h)                                 any Security Interest securing any Financial Indebtedness referred to in
paragraph (i) of the definition of Permitted Financial Indebtedness above
provided that:


(i)                                     such Security Interest was not created in contemplation of the
acquisition of such company;


(ii)                                  the debt secured by such Security Interest is not increased beyond that
secured at the date the company in question is acquired and such Security
Interest secures only that debt; and


(iii)                               such Security Interest is discharged within 12 months of completion of
the relevant acquisition;


(i)                                     Security Interests arising under agreements entered into in the ordinary
course of business relating to:


(i)                                     network leases;


(ii)                                  the leasing of:


(A)                              buildings;


(B)                                cars; and


(C)                                other operational equipment;


(j)                                     any Security Interests causing any retention of title arrangement
contained in any contract for the acquisition of any asset by a member of the
Group in the ordinary course of its business from any person in the ordinary
course of its business and on customary terms unless in relation to such a
retention of title arrangement, there are payments of €15,000,000 or more which
are overdue and unpaid; and


(k)                                  any Security Interest securing indebtedness the amount of which (when
aggregated with the amount of any other indebtedness which has the benefit of a
Security Interest not allowed under the preceding sub-paragraphs) does not
exceed €25,000,000 or its equivalent at any time.


Permitted Transaction means:


(a)                                  an intra-Group re-organisation of a member of the Group (other than an
Obligor) on a solvent basis (including by way of a solvent dissolution or liquidation
of a Subsidiary of the Company where all the assets of that Subsidiary remain
within the ownership of an Obligor); or


(b)                                 any other transaction agreed by the Majority Lenders.


Plan means a plan that is subject
to section 302 or regulated by Title IV of ERISA maintained by any member of
the Group or any ERISA Affiliate currently or at any time within the last five
years, or to which any member of the Group or any ERISA Affiliate is required
to make payments or contributions or has made payments or contributions within
the past five years.


Pledge of Subordinated Shareholder Loans means each pledge of Subordinated Shareholder Loans entered into between
certain Restricted Persons and the Security Agent and any other pledge entered
into pursuant to any such pledge or the terms of this Agreement.



 24
 









Pro Rata Share means:


(a)                                  for the purpose of determining a Lender’s share in a utilisation of a
Facility, the proportion which its Commitment under that Facility bears to all
the Commitments under that Facility; and


(b)                                 for any other purpose on a particular date:


(i)                                     the proportion which a Lender’s share of the Loans (if any) bears to all
the Loans;


(ii)                                  if there is no Loan outstanding on that date, the proportion which its
Commitment bears to the Total Commitments on that date;


(iii)                               if the Total Commitments have been cancelled, the proportion which its
Commitments bore to the Total Commitments immediately before being cancelled;
or


(iv)                              when the term is used in relation to a Facility, the above proportions
but applied only to the Loans and Commitments for that Facility.


For the purpose of sub-paragraph (iv) above, the
Facility Agent will (in its absolute discretion) determine, in the case of a
dispute whether the term in any case relates to a particular Facility.


Qualifying Lender means a Lender which is:


(a)                                  a credit institution established in a country of the European Economic
Area or in a country with which the Kingdom of Belgium has concluded a Double
Tax Treaty;


(b)                                 a “non-resident saver” within the meaning of Article 105, 50 of the Royal Decree implementing
the Belgian Income Tax Code 1992;


(c)                                  a “professional investor” within the meaning of Article 105, 30 of the Royal Decree implementing
the Belgian Income Tax Code 1992; or


(d)                                 in the case of a U.S. Borrower only, a Lender which is not described in
Clause 11.5 (U.S. Taxes).


Rate Fixing Day means:


(a)                                  in respect of the first Term of a Loan to be made on the first
Utilisation Date, the TARGET Day before the first Utilisation Date; and


(b)                                 otherwise, the second TARGET Day before the first day of a Term,


or such other day as the Facility Agent determines is
generally treated as the rate fixing day by market practice in the relevant
interbank market.


Reference Banks means BNP Paribas S.A., J.P. Morgan plc and ABN AMRO Bank N.V. and any
other bank or financial institution appointed as such in good faith by the
Facility Agent in consultation with the Company.


Repayment Instalment
means each scheduled instalment for repayment of the Term Loan B1 Facility
Loans and the Term Loan B2 Facility Loans.



 25
 









Repeating Representations
means the representations which are deemed to be repeated under Clause 16.23
(Times for making representations and warranties).


Reportable Event means:


(a)                                  an event specified as such in section 4043 of ERISA or any regulation
promulgated thereunder, with respect to a Plan that is subject to Title IV of
ERISA, other than an event in relation to which the requirement to give 30 days
notice of that event is waived by any regulation; or


(b)                                 a failure to meet the minimum funding standard under section 412 of the
Code or section 302 of ERISA with respect to a Plan that is subject to such
sections of the Code and ERISA, whether or not there has been any waiver of
notice or waiver of the minimum funding standard under section 412 of the Code.


Reporting Entity means SuperHoldco.


Reporting Group means SuperHoldco and its Subsidiaries.


Request means a request for a Loan, substantially in the form of Schedule 3
(Form of Request).


Resignation Request means a letter in the form of Schedule 12 (Form of Resignation
Request), with such amendments as the Facility Agent and the Company may agree.


Restricted Acquisition means the acquisition, whether by one or a series of transactions,
(including, without limitation, by purchase, subscription or otherwise) of all
or any part of the share capital or equivalent of any company or other person
(including, without limitation, any partnership or joint venture) or any asset
or assets of any company or other person (including, without limitation, any
partnership or joint venture) constituting a business or separate line of
business of that company or other person.


Restricted Payment means, in each case whether in cash, securities, property or otherwise:


(a)                                  any direct or indirect distribution, dividend or other payment on
account of any class of share capital or capital stock or other securities;


(b)                                 any payment of principal of, or interest on, any loan; or


(c)                                  any transfer of assets, loan or other payment,


in each case, to a Restricted Person.


Restricted Person  means any Affiliate of the Borrower (other than
a member of the Group).


Retranching Adjustment has
the meaning given to it in Clause 26.7 (Retranching Adjustments).


Revolving Facility means the €175,000,000 revolving credit facility made available by the
Lenders under Clause 2.5 (Revolving Facility) of this Agreement.



 26
 









Revolving
Facility Commitment means:


(a)                                  for an Initial Original Lender, the amount
set opposite its name in Part 2 of Schedule 1 (Original Parties) under the heading
Revolving Facility Commitments and the amount of any other Revolving Facility
Commitment it acquires; and


(b)                                 for any other Lender, the amount of any Revolving Facility Commitment it
acquires,


to the extent not cancelled, transferred or reduced
under this Agreement.


Revolving Facility Final Maturity Date
means the seventh anniversary of the date of this Agreement.


Revolving Facility Margin means 2.125 per cent. per annum.


Revolving Loan means, unless otherwise stated in this Agreement, the principal amount
of each borrowing under the Revolving Facility or the principal amount
outstanding of that borrowing.


Rollover Loan means one or more Revolving Loans:


(a)                                  to be made on the same day that a maturing Revolving Loan is due to be
repaid;


(b)                                 the aggregate amount of which is equal to or less than the maturing
Revolving Loan; and


(c)                                  to be made to the same Borrower for the purpose of refinancing a
maturing Revolving Loan.


S&P means Standard & Poor’s Rating Services, a division of the
McGraw-Hill Companies, Inc. or any successor to its rating business.


Screen Rate means:


(a)                                  in relation to LIBOR, the British Bankers’ Association Interest
Settlement Rate for the relevant currency and Term; and


(b)                                 in relation to EURIBOR, the percentage rate per annum determined by the
Banking Federation of the European Union,


for the relevant currency and Term displayed on the
appropriate page of the Telerate screen selected by the Facility Agent.  If the relevant page is replaced or the
service ceases to be available, the Facility Agent (after consultation with the
Company and the Lenders) may specify another page or service displaying the
appropriate rate.


Security Document means:


(a)                                  a Share Pledge;


(b)                                 an Existing Security Document;


(c)                                  any Pledge of Subordinated Shareholder Loans;


(d)                                 any Obligor Pledge of Receivables;



 27
 









(e)                                  any other agreement or instrument under which any Obligor may from time
to time grant a Finance Party a Security Interest in respect of an obligation
under any Finance Document; or


(f)                                    any other document designated as such by the Security Agent and the
Company.


Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or
security interest or any other agreement or arrangement having a similar
effect.


Security Provider’s Deed of Accession has
the meaning given to it in the Intercreditor Agreement.


Senior Discount Notes  means SuperHoldco’s
11.5% Senior Discount Notes due 2014.


Senior Notes  means Holdco’s 9% Senior Notes due 2013.


Share Pledge means:


(a)                                  the Company Share Pledge;


(b)                                 the Telenet Share Pledge; or


(c)                                  the UPC Belgium Share Pledge.


Structural Adjustment has the meaning given to it in Clause 26.6 (Structural Adjustments).


Subordinated Creditor means any Restricted Person who has, at any relevant time, entered into
a Pledge of Subordinated Shareholder Loans and the Intercreditor Agreement.


Subordinated Shareholder Loans means any Financial Indebtedness of any member of the Group owed to a
Subordinated Creditor.


Subsidiary means an entity of which a person has direct or indirect control or
owns directly or indirectly more than 50 per cent. of the voting capital or
similar right of ownership and control for this purpose means the power to
direct the management and the policies of the entity whether through the
ownership of voting capital, by contract or otherwise.


SuperHoldco means Telenet Group Holding NV (a limited liability company registered
in Belgium with registration number HR Mechelen 090008 and Enterprise No. 0477.702.333).


Supplemental Agreement means
the supplemental agreement dated 8 October 2007, pursuant to which this
Agreement was amended and restated.


Syndication means the primary syndication of the Facilities by the Mandated Lead
Arrangers.


Syndication Letter means
a syndication letter between, among others, the Mandated Lead Arrangers and the
Company.


Target means any assets or entity
which is or are the subject of an acquisition in accordance with the terms of
this Agreement.


TARGET Day means a day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer payment system is open for the settlement of
payments in euro.



 28
 









Tax means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest imposed with respect thereto).


Tax Deduction means a deduction or withholding for or on account of Tax from a
payment under a Finance Document.


Tax Payment means a payment made by an Obligor to a Finance Party in any way
relating to a Tax Deduction or under any indemnity given by that Obligor in
respect of Tax under any Finance Document.


Telecommunications and Cable Law means
all laws, statutes, regulations and judgments relating to telecommunications,
cable television and data services applicable to any member of the Group and/or
the business carried on by any member of the Group in any jurisdiction in which
a member of the Group is incorporated or formed or in which such member has its
principal place of business or owns any material assets.


Telenet means Telenet NV (formerly Telenet Operaties NV) (a company registered
in Belgium with registration number HR Mechelen 82218, Enterprise No. 0439.840.857).


Telenet Additional Facility means an additional term and/or revolving loan
facility referred to in Clause 2.6 (Telenet
Additional Facility) and Telenet Additional Facilities means all or any such Telenet Additional Facilities.


Telenet Additional Facility Accession
Agreement means an agreement in the
form set out in Schedule 11 (Form of Telenet Additional Facility Accession
Agreement) with such amendments as the Facility Agent may approve or reasonably
require.


Telenet Additional Facility Availability Period in relation to a Telenet Additional Facility means the period specified
in a Telenet Additional Facility Accession Agreement for that Telenet
Additional Facility.


Telenet Additional Facility
Commitment means in relation to:


(a)                                  a Telenet Initial Additional Facility Lender, the amount in euros or
U.S. Dollars set out as the Telenet Additional Facility Commitment of a Lender
in the relevant Telenet Additional Facility Accession Agreement and the amount
of any other Telenet Additional Facility Commitment transferred to it under
this Agreement; and


(b)                                 any other Telenet Additional Facility Lender, the amount in euros or
U.S. Dollars transferred to it in accordance with this Agreement,


to the extent not cancelled, transferred or reduced
under this Agreement:


Telenet Additional Facility Lender means:


(a)                                  a Telenet Initial Additional Facility Lender; and


(b)                                 any person which has become a New Lender (as defined in Clause 27.3
(Transfers by Lenders) under a Telenet Additional Facility in accordance with
Clause 27 (Changes to the Parties),


which in each case has not ceased to be a Party in
accordance with the terms of this Agreement.



 29
 









Telenet Additional Facility Loan means the principal amount of each borrowing under a Telenet Additional
Facility or the principal amount outstanding of that borrowing.


Telenet Additional Facility Margin means the percentage rate set out in the relevant Telenet Additional
Facility Accession Agreement.


Telenet Group means SuperHoldco and its Subsidiaries.


Telenet Initial Additional Facility Lender means a person which becomes a Lender under a Telenet Additional
Facility pursuant to Clause 2.6 (Telenet Additional Facility).


Telenet Share Pledge means
the share pledge agreement entered into or to be entered into between (amongst
others) the Company and the Security Agent over the Company’s entire
shareholding in Telenet.


Term
means each period determined under this Agreement by reference to which
interest on a Loan or an overdue amount is calculated.


Term Loan means a Term Loan A Facility Loan, a Term Loan B1 Facility Loan, a Term
Loan B2 Facility Loan, a Term Loan C Facility Loan or a Telenet Additional
Facility Loan.


Term Loan A Facility means the €530,000,000 term loan facility made available by the Lenders
under Clause 2.1 (Term Loan A Facility).


Term Loan A Facility Commitment means:


(a)                                  for an Initial Original Lender, the amount set opposite its name in Part
2 of Schedule 1 (Original Parties) under the heading Term Loan A Facility
Commitments and the amount of any other Term Loan A Facility Commitment it
acquires; and


(b)                                 for any other Lender, the amount of any Term Loan A Facility Commitment
it acquires,


to the extent not cancelled, transferred or reduced
under this Agreement.


Term Loan A Facility Final Maturity Date  means the fifth
anniversary of the date of this Agreement.


Term Loan A Facility Lender means
a Lender under Term Loan A Facility.


Term Loan A Facility
Loan means the principal amount of each borrowing
under the Term Loan A Facility or the principal amount outstanding of that
borrowing.


Term Loan A Facility Margin
means 2.25 per cent. per annum (or such higher amount as the Majority Term Loan
A Facility Lenders and the Company may agree in writing from time to time).


Term Loan B1 Facility means the €307,500,000 term loan facility made available by the Lenders
under Clause 2.2 (Term Loan B1 Facility).


Term Loan B1 Facility Commitment means:


(a)                                  for an Initial Original Lender, the amount set opposite its name in Part
2 of Schedule 1 (Original Parties) under the heading Term Loan B1 Facility
Commitments and the amount of any other Term Loan B1 Facility Commitment it
acquires; and



 30
 









(b)                                 for any other Lender, the amount of any Term Loan B1 Facility Commitment
it acquires,


to the extent not cancelled, transferred or reduced
under this Agreement.


Term Loan B1 Facility Final Maturity Date  means
the date that is seventy-eight months after the date of this Agreement.


Term Loan B1 Facility Lender
means a Lender under Term Loan B1 Facility.


Term Loan B1 Facility Loan means, unless otherwise stated in this Agreement, the principal amount
of each borrowing under the Term Loan B1 Facility or the principal amount
outstanding of that borrowing.


Term Loan B1 Facility Margin means
2.50 per cent. per annum (or such higher amount as the Majority Term Loan B1
Facility Lenders and the Company may agree in writing from time to time).


Term Loan B2 Facility means the €225,000,000 term loan facility made available by the Lenders
under Clause 2.3 (Term Loan B2 Facility).


Term Loan B2 Facility Commitment means:


(a)                                  for an Initial Original Lender, the amount set opposite its name in Part
2 of Schedule 1 (Original Parties) under the heading Term Loan B2 Facility
Commitments and the amount of any other Term Loan B2 Facility Commitment it
acquires; and


(b)                                 for any other Lender, the amount of any Term Loan B2 Facility Commitment
it acquires,


to the extent not cancelled, transferred or reduced
under this Agreement.


Term Loan B2 Facility Final Maturity Date  means
the date that is seventy-eight months after the date of this Agreement.


Term Loan B2 Facility Lender
means a Lender under Term Loan B2 Facility.


Term Loan B2 Facility
Loan means, unless otherwise stated in this
Agreement, the principal amount of each borrowing under the Term Loan B2
Facility or the principal amount outstanding of that borrowing.


Term Loan B2 Facility Margin means
2.25 per cent. per annum (or such higher amount as the Majority Term Loan B2
Facility Lenders and the Company may agree in writing from time to time).


Term Loan C Facility
means the €1,062,500,000 term loan facility made available by the Lenders under
Clause 2.4 (Term Loan C Facility).


Term Loan C Facility Commitment
means:


(a)                                  for an Initial Original Lender, the amount set opposite its name in Part
2 of Schedule 1 (Original Parties) under the heading Term Loan C Facility
Commitments and the amount of any other Term Loan C Facility Commitment it
acquires; and



 31
 









(b)                                 for any other Lender, the amount of any Term Loan C Facility Commitment
it acquires,


to the extent not cancelled, transferred or reduced
under this Agreement.


Term Loan C Facility Final Maturity Date
means the eighth anniversary of the date of this Agreement.


Term Loan C Facility Lender means
a Lender under Term Loan C Facility.


Term Loan C Facility Loan
means, unless otherwise stated in this Agreement, the principal amount of each
borrowing under the Term Loan C Facility or the principal amount outstanding of
that borrowing.


Term Loan C Facility Margin
means 2.25 per cent. per annum (or such higher amount as the Majority Term Loan
C Facility Lenders and the Company may agree in writing from time to time).


Total Cash Interest means,
in respect of any period, the total amount of all Interest accrued in respect
of Total Debt during such period and payable in cash (either during such period
or after such period) (having taken into account the effect of any Hedging
Documents).


Total Commitments means:


(a)                                  with respect to the Term Loan A Facility, the Total Term Loan A Facility
Commitments;


(b)                                 with respect to the Term Loan B1 Facility, the Total Term Loan B1
Facility Commitments;


(c)                                  with respect to the Term Loan B2 Facility, the Total Term Loan B2
Facility Commitments;


(d)                                 with respect to the Term Loan C Facility, the Total Term Loan C Facility
Commitments;


(e)                                  with respect to the Revolving Facility, the Total Revolving Facility
Commitments; or


(f)                                    with respect to each or all of the Telenet Additional Facilities, the
Total Telenet Additional Facility Commitments,


and, where the context so admits or requires, includes
each of them.


Total Debt means, at any time, the principal amount outstanding at that time of
all Consolidated Total Borrowings of Super Holdco and its Subsidiaries but
excluding:


(a)                                  Subordinated Shareholder Loans; and


(b)                                 the capitalised element of indebtedness under the Clientele Fees and the
Annuity Fees and any Finance Lease entered into as at the date of this
Agreement.


Total Revolving Facility Commitments means the aggregate of the Revolving Facility Commitments of all of the
Lenders, being at the date of this Agreement, the total amount specified as
such in Part 2 of Schedule 1 (Original Parties).



 32
 









Total Telenet Additional Facility Commitments  means,
with respect to the Telenet Additional Facilities, the aggregate of all of the
Telenet Additional Facility Commitments of all of the Telenet Additional
Facility Lenders under all of the Telenet Additional Facilities or, when
applied to an individual Telenet Additional Facility, the aggregate of all the
Telenet Additional Facility Commitments of all of the Telenet Additional
Facility Lenders under that Telenet Additional Facility.


Total Term Loan A Facility
Commitments means the aggregate of the
Term Loan A Facility Commitments of all of the Lenders, being at the date of
this Agreement, the total amount specified as such in Part 2 of Schedule 1
(Original Parties).


Total Term Loan B1 Facility
Commitments means the aggregate of the
Term Loan B1 Facility Commitments of all of the Lenders, being at the date of
this Agreement, the total amount specified as such in Part 2 of Schedule 1
(Original Parties).


Total Term Loan B2 Facility
Commitments means the aggregate of the
Term Loan B2 Facility Commitments of all of the Lenders, being at the date of
this Agreement, the total amount specified as such in Part 2 of Schedule 1
(Original Parties).


Total Term Loan C Facility
Commitments means the aggregate of the
Term Loan C Facility Commitments of all of the Lenders, being at the date of
this Agreement, the total amount specified as such in Part 2 of Schedule 1
(Original Parties).


Transfer Certificate means a certificate, substantially in the form of Schedule 5 (Form of
Transfer Certificate), with such amendments as the Facility Agent may approve
or reasonably require or any other form agreed between the Facility Agent and
the Company.


Treasury Transaction means any derivative transaction protecting against or benefiting from
fluctuations in any rate or price.


U.K.
means the United Kingdom.


U.S. Borrower means any Additional
Borrower under this Agreement which is incorporated or formed in or under the
laws of the United States or any jurisdiction thereof, or therein (including
any State or the District of Columbia) or that is engaged in the conduct of a
trade or business within the United States within the meaning of the Code.


U.S. Dollars means the lawful currency
for the time being of the United States.


U.S. Finance Vehicle means a member of the Group which has been
incorporated specifically for the purpose of becoming a U.S. Borrower under
this Agreement and whose sole function is to act as a finance vehicle for the
Group.


U.S. Obligor has the meaning given
to it in Clause 20.6(b).


U.S. Person means a United States person
as defined by section 7701(a)(30) of the Code.


United States or U.S. means the United States of America.


UPC Belgium Share Pledge means
the share pledge agreement entered into or to be entered into between (amongst
others) the Company and the Security Agent over the Company’s entire
shareholding in UPC Belgium NV.


Utilisation Date means each date on which a Facility is utilised.



 33
 









Vlaanderen means Telenet Vlaanderen NV, (a company registered in Belgium with
registration number HR Mechelen 83076 and Enterprise No. 0458.840.088).


1.2                               Construction


(a)                                  In this Agreement, unless the contrary intention appears, a reference
to:


(i)                                     an amendment includes a supplement, novation, restatement or
re-enactment and amended will be construed accordingly;


(ii)                                  assets includes present and future properties, revenues and rights of
every description;


(iii)                               an authorisation includes an authorisation, consent, approval,
resolution, licence, exemption, filing, registration or notarisation;


(iv)                              disposal means a sale, transfer, grant, lease or other disposal, whether
voluntary or involuntary, and dispose will be construed accordingly;


(v)                                 indebtedness includes any obligation (whether incurred as principal or
as surety) for the payment or repayment of money;


(vi)                              know your customer requirements are the identification checks that a
Finance Party requests in order to meet its obligations under any applicable
law or regulation to identify a person who is (or is to become) its customer;


(vii)                           a person includes any individual, company, corporation, unincorporated
association or body (including a partnership, trust, joint venture or
consortium), government, state, agency, organisation or other entity whether or
not having separate legal personality;


(viii)                        a regulation includes any regulation, rule, official directive, request
or guideline (whether or not having the force of law but, if not having the
force of law, being of a type with which any person to which it applies is
accustomed to comply) of any governmental, inter-governmental or supranational
body, agency, department or regulatory, self-regulatory or other authority or
organisation;


(ix)                                a currency is a reference to the lawful currency for the time being of
the relevant country;


(x)                                   a Default being outstanding means that it has not been remedied or
waived;


(xi)                                a provision of law is a reference to that provision as extended,
applied, amended or re-enacted and includes any subordinate legislation;


(xii)                             a Clause, a Subclause or a Schedule is a reference to a clause or
subclause of, or a schedule to, this Agreement;


(xiii)         a Party or any other person
includes its successors in title, permitted assigns and permitted transferees;


(xiv)        a Finance Document or other
document includes (without prejudice to any prohibition on amendments) all
amendments however fundamental to that Finance Document or other document,
including any amendment providing for any increase in the amount of a facility
or any additional facility; and



 34
 









(xv)         a time of day is a reference
to Paris time;


(xvi)        except as provided to the
contrary in this Agreement, an accounting term used in any of Clause 1.1
(Definitions), or Clause 18 (Financial Covenants) is to be construed in
accordance with the Accounting Principles;


(xvii)       a liquidator, trustee
in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver,
administrator or similar officer includes a curator/curateur,
verefferaar/liquidateur, voorlopig bewindvoerder/administrateur  judiciaire, commissaris inzake opschorting/commissaire au sursis and sekwester/séquestre;


(xviii)      a security interest includes
a mortgage (hypotheek/hypothèque),
a pledge (pand/nantissement), a
privilege (voorrecht/privilège),
a retention of title (eigendomsvoorbehoud/réserve
de propriété), a real surety (zakelijke
zekerheid/sûreté réelle), a transfer by way of security (overdracht ten titel van zekerheid/transfert à titre
de garantie) and a promise or mandate to create any of the security
interest mentioned above;


(xix)         a person being unable to pay
its debts is that person being in a state of cessation of payments (staking van betaling/cessation de paiements);


(xx)          a composition includes gerechtelijk akkoord/concordat judiciaire;


(xxi)         an insolvency includes gerechtelijk akkoord/concordat judiciaire,
faillissement/faillite, voorlopige ontneming van beheer/déssaisissement
provisoire and any other concurrence between creditors (samenloop van schuldeisers/concours des créanciers);


(xxii)        a winding up, liquidation,
administration or dissolution includes vereffening/liquidation,
ontbinding/dissolution, faillissement/faillite and sluiting van een onderneming/fermeture d’enterprise;
and


(xxiii)       an
attachment, sequestration, distress, execution or analogous events includes uitvoerend beslag/saisie exécutoire and bewarend beslag/saisie conservatoire.


(b)                                 Unless the contrary intention appears, a reference to a month or months
is a reference to a period starting on one day in a calendar month and ending
on the numerically corresponding day in the next calendar month or the calendar
month in which it is to end, except that:


(i)                                     if the numerically corresponding day is not a Business Day, the period
will end on the next Business Day in that month (if there is one) or the
preceding Business Day (if there is not);


(ii)                                  if there is no numerically corresponding day in that month, that period
will end on the last Business Day in that month; and


(iii)                               notwithstanding sub-paragraph (i) above, a period which commences on the
last Business Day of a month will end on the last Business Day in the next
month or the calendar month in which it is to end, as appropriate.


(c)                                  Unless expressly provided to the contrary in a Finance Document, a
person who is not a party to a Finance Document may not enforce any of its
terms under the Contracts (Rights of Third Parties) Act 1999 and,
notwithstanding any term of any Finance Document, no consent of any 



 35
 









third party is required for any amendment (including
any release or compromise of any liability) or termination of any Finance
Document.


(d)                                 Unless the contrary intention appears:


(i)                                     a reference to a Party will not include that Party if it has ceased to
be a Party under this Agreement;


(ii)                                  unless otherwise stipulated, a word or expression used in any other
Finance Document or in any notice given in connection with any Finance Document
has the same meaning in that Finance Document or notice as in this Agreement;
and


(iii)                               any obligation of an Obligor under the Finance Documents which is not a
payment obligation remains in force for so long as any payment obligation of an
Obligor is or may be outstanding under the Finance Documents.


(e)                                  The headings in this Agreement do not affect its interpretation.


2.                                      FACILITIES


2.1                               Term Loan A Facility


Subject to the terms of this Agreement, the Lenders
make available to the Borrowers a term loan facility in an aggregate amount
equal to the Total Term Loan A Facility Commitments.


2.2                               Term Loan B1 Facility


Subject to the terms of this Agreement, the Lenders
make available to the Borrowers a term loan facility in an aggregate amount
equal to the Total Term Loan B1 Facility Commitments.


2.3                               Term Loan B2 Facility


Subject to the terms of this
Agreement, the Lenders make available to the Borrowers a term loan facility in
an aggregate amount equal to the Total Term Loan B2 Facility Commitments.


2.4                               Term Loan C Facility


Subject to the terms of this Agreement, the Lenders
make available to the Borrowers a term loan facility in an aggregate amount
equal to the Total Term Loan C Facility Commitments.


2.5                               Revolving Facility


Subject to the terms of this Agreement, the Lenders
make available to the Borrowers a revolving credit facility in an aggregate
amount equal to the Total Revolving Facility Commitments.


2.6                               Telenet Additional Facility


(a)                                  Any person may, subject to the terms of this Agreement, become a Lender
by delivering to the Facility Agent a Telenet Additional Facility Accession
Agreement in each case duly completed and executed by that person and the
Borrower.  That person shall become a
Lender on the date specified in a Telenet Additional Facility Accession
Agreement.



 36
 









(b)                                 Upon the relevant person becoming a Lender, the Total Commitments shall
be increased by the amount set out in the relevant Telenet Additional Facility
Accession Agreement as that Lender’s Telenet Additional Facility Commitment.


(c)                                  Each Lender will grant to the Borrower a term or revolving loan facility
in the amount specified in the relevant Telenet Additional Facility Accession
Agreement in euros or U.S. Dollars during the Telenet Additional Facility
Availability Period specified in such Telenet Additional Facility Accession
Agreement, subject to the terms of this Agreement.


(d)                                 The execution by the Borrower of a Telenet Additional Facility Accession
Agreement constitutes confirmation by each Guarantor that its obligations under
Clause 15 (Guarantee and Indemnity) shall continue unaffected except that those
obligations shall extend to the Total Commitments as increased by the addition
of the relevant Lender’s Commitment and shall be owed to each Finance Party
including the relevant Lender.


(e)                                  The Company may only arrange a Telenet Additional Facility, and
paragraphs (a) to (d) above shall only take effect if:


(i)                                     after giving effect to the utilisation of the Total Telenet Additional
Facility Commitments under such Telenet Additional Facility, the ratio of Net
Total Debt to Consolidated Annualised EBITDA would not be greater than 5:1; and


(ii)                                  the average maturity date of the Telenet Additional Facility (taking
into account any scheduled amortisation and any voluntary or mandatory
cancellation which is anticipated when the Telenet Additional Facility is
arranged) falls after the last Final Maturity Date.


2.7                               Overall facility limits


(a)                                  The aggregate amount of all outstanding advances under a Telenet
Additional Facility shall not at any time exceed the relevant Total Telenet
Additional Facility Commitments for that Telenet Additional Facility.


(b)                                 The aggregate amount of the participations of a Lender in advances under
a Telenet Additional Facility shall not at any time exceed that Lender’s
Telenet Additional Facility Commitment for that Telenet Additional Facility at
that time.


2.8                               Nature of a Finance Party’s rights and obligations


Unless all the Finance Parties agree otherwise:


(a)                                  the obligations of a Finance Party under the Finance Documents are
several;


(b)                                 failure by a Finance Party to perform its obligations does not affect
the obligations of any other Party under the Finance Documents;


(c)                                  no Finance Party is responsible for the obligations of any other Finance
Party under the Finance Documents;


(d)                                 the rights of a Finance Party under the Finance Documents are separate
and independent rights;


(e)                                  a Finance Party may, except as otherwise stated in the Finance
Documents, separately enforce those rights; and



 37
 









(f)                                    a debt arising under the Finance Documents to a Finance Party is a
separate and independent debt.


2.9                               Security Agent as joint creditor


(a)                                  Each of the Obligors and each of the Finance Parties agree that the
Security Agent shall be the joint and several creditor of each and every
obligation of any Obligor towards each of the Finance Parties under each
Finance Document, and that accordingly the Security Agent will have its own
independent right to demand performance by the relevant Obligor of those
obligations.  However, any discharge of
such obligation to either the Security Agent or a Finance Party shall, to the
same extent, discharge the corresponding obligation owing to the other.


(b)                                 Without limiting or affecting the Security Agent’s rights against any
Obligor (whether under this paragraph or under any other provision of the
Finance Documents), the Security Agent agrees with each other Finance Party (on
a several and divided basis) that, subject as set out in the next sentence, it
will not exercise its rights as a joint and several creditor with a Finance
Party except after consultation with the relevant Finance Party.  However, for the avoidance of doubt, nothing
in the previous sentence shall in any way limit the Security Agent’s right to
act in the protection or preservation of rights under or to enforce any
Security Document as contemplated by the Finance Documents (or to do any act reasonably
incidental to any of the foregoing).


(c)                                  Each of the Finance Parties hereby appoints the Security Agent as its
representative in the sense of Article 5 of the Belgian Financial Collateral
Act of 15 December 2004 (Wet van 15 december 2004
betreffende financiële zekerheden en houdende diverse fiscale bepalingen inzake
zakelijkezekerheidsovereenkomsten en leningen met betrekking tot financiële
instrumenten) for the purpose of creating each Share Pledge.


3.                                      PURPOSE


3.1                               Term Loan A Facility Loans, Term Loan B1 Facility Loans, Term Loan B2
Facility Loans and Term Loan C Facility Loans


(a)                                  Each Term Loan A Facility Loan, Term Loan B1 Facility Loan and Term Loan
C Facility Loan (in the case of the first €462,500,000 available to be drawn
under Term Loan C Facility) may only be used:


(i)                                     to refinance by intercompany loans or repayment of amounts outstanding,
the Existing Senior Facility, the Senior Discount Notes and the Senior Notes;
and


(ii)                                  to pay any fees and expenses incurred in connection with the Facilities.


(b)                                 Any remaining Term Loan C Facility Loan may only be used:


(i)                                     to fund a payment to the shareholders of the Company via a dividend or
intercompany loan to be upstreamed to SuperHoldco to fund a capital reduction;
and


(ii)                                  for the general corporate purposes of the Group (including financing a
Permitted Acquisition or Permitted Joint Venture).


(c)                                  Any Term Loan B2 Facility Loan may be used:



 38
 









(i)                                     to fund a payment to the shareholders of
the Company via a dividend or intercompany loan to be upstreamed to SuperHoldco
to fund a capital reduction; and


(ii)                                  for the general corporate purposes of the Group (including financing a
Permitted Acquisition or Permitted Joint Venture).


3.2                               Revolving Facility Loans


Each Revolving Facility Loan may only be used for the
general corporate purposes of the Group (including financing a Permitted
Acquisition or Permitted Joint Venture).


3.3                               Telenet Additional Facility Loans


Each Telenet Additional Facility Loan may only be used
for the general corporate purposes of the Group (including funding the payment
of permitted dividends or intercompany loans by the Company, financing a
Permitted Acquisition and/or refinancing amounts outstanding under any other
Facility (including any Telenet Additional Facility)).


3.4                               No obligation to monitor


No Finance Party is bound to monitor or verify the
utilisation of a Facility.


4.                                      CONDITIONS PRECEDENT


4.1                               Conditions precedent documents


The obligations of each Lender under Clause 5.4
(Advance of Loan) to make a Loan are subject to the condition precedent that
the Facility Agent has notified the Company and the Lenders that it has
received (or waived receipt of) all of the documents and evidence set out in
Part 1 of Schedule 2 (Conditions Precedent Documents) in form and substance
satisfactory to the Facility Agent.  The
Facility Agent must give this notification to the Company and the Lenders
promptly upon being so satisfied.


4.2                               Further conditions precedent


The obligations of each Lender to participate in any
Loan are subject to the further conditions precedent that on both the date of
the Request and the Utilisation Date for that Loan:


(a)                                  in the case of a Rollover Loan, no Event of Default is outstanding or
would result from the Loan; or


(b)                                 in any other case:


(i)                                     the Repeating Representations are, and will be immediately after the
Loan is drawn, correct in all material respects; and


(ii)                                  no Default is outstanding or would result from the Loan; and


(iii)                               no change of control has occurred where the event has not been waived by
the Majority Lenders).


4.3                               Initial utilisation – pro forma covenant compliance


(a)                                  The Company may not request or obtain the first Loan under this
Agreement unless the Company certifies to the Facility Agent (providing
reasonable detail of the relevant 



 39
 









calculations) that the ratio of Net Total Debt to
Consolidated Annualised EBITDA, taking the amount of such Loan into account,
would not be greater than 5.0:1.


(b)                                 For the purposes of paragraph (a) above, Consolidated Annualised EBITDA
shall be calculated by reference to Consolidated EBITDA for the financial
quarter ending 30 June 2007 multiplied by four (with Consolidated EBITDA being
calculated for that financial quarter on the same basis as Consolidated EBITDA
for a Measurement Period).


4.4                               Maximum number


Unless the Facility Agent agrees, a Request may not be
given if, as a result, there would be more than 15 Loans outstanding.


5.                                      UTILISATION


5.1                               Giving of Requests


(a)                                  A Borrower may borrow a Loan by giving to the Facility Agent a duly
completed Request.


(b)                                 Unless the Facility Agent otherwise agrees, the latest time for receipt
by the Facility Agent of a duly completed Request is 10.00 a.m. (Paris time)
one Business Day before the Rate Fixing Day for the proposed borrowing.


(c)                                  Each Request is irrevocable.


5.2                               Completion of Requests


(a)                                  A Request for a Loan will not be regarded as having been duly completed
unless:


(i)                                     it identifies the Borrower;


(ii)                                  it identifies the Facility the Loan applies to;


(iii)                               the Utilisation Date is a Business Day falling within the relevant Availability
Period or the Telenet Additional Facility Availability Period (as the case may
be); and


(iv)                              the proposed Term complies with this Agreement.


(b)                                 Only one Loan may be requested in each Request (other than the Request
in respect of the first utilisation under each Facility).


(c)                                  No Requests may be delivered to the Facility Agent within 5 Business
Days of each other.


(d)                                 No Request for a Term Loan B1 Facility Loan may be submitted by a
Borrower until the Term Loan A Facility has been drawn in full or will be drawn
in full simultaneously with the relevant Term Loan B1 Facility Loan.


(e)                                  No request for a Term Loan C Facility Loan may be submitted by a
Borrower until both the Term Loan A Facility and the Term Loan B1 Facility have
been drawn in full or will be drawn in full simultaneously with the relevant
Term Loan C Facility Loan.


(f)                                    No request for a Term Loan B2 Facility Loan may be submitted by a
Borrower until the Term Loan A Facility, the Term Loan B1 Facility and the Term
Loan C Facility have been drawn in full or will be drawn in full simultaneously
with the relevant Term Loan B2 Facility Loan.



 40
 









5.3                               Amount of Loan


(a)                                  Except as provided below, the amount of a Loan must be a minimum amount
of €5,000,000 and an integral multiple of €1,000,000.


(b)                                 The amount of the Loan may also be the balance of the relevant undrawn
Total Commitments or such other amount as the Facility Agent (acting on behalf
of the Lenders) may agree.


5.4                               Advance of Loan


(a)                                  The Facility Agent must promptly notify each Lender of the details of
the requested Loan and the amount of its share in that Loan.


(b)                                 The amount of each Lender’s share of the Loan will be its Pro Rata Share
on the proposed Utilisation Date.


(c)                                  No Lender is obliged to participate in a Loan if, as a result:


(i)                                     its share in the Loans under a Facility would exceed its Commitment for
that Facility; or


(ii)                                  the Loans would exceed the Total Commitments.


(d)                                 If the conditions set out in this Agreement have been met, each Lender
must make its share in the Loan available to the Facility Agent for the
relevant Borrower through its Facility Office on the Utilisation Date.


6.                                      REPAYMENT


6.1                               Repayment of Term Loan A Facility Loans


All amounts outstanding under the Term Loan A Facility
must be repaid in full on the Term Loan A Facility Final Maturity Date.


6.2                               Repayment of Term Loan B1 Facility Loans


(a)                                  All amounts outstanding under the Term Loan B1 Facility must be repaid
in full by three equal instalments.


(b)                                 The first Repayment Instalment in respect of the Term Loan B1 Facility
must be repaid on the date that is sixty-six months after the date of this
Agreement, and subsequent Repayment Instalments in respect of the Term Loan B1
Facility must be repaid at six-monthly intervals from that date.  The final Repayment Instalment in respect of
the Term Loan B1 Facility must be repaid on the Term Loan B1 Facility Final
Maturity Date.


6.3                               Repayment of Term Loan B2 Facility Loans


(a)                                  All amounts outstanding under the Term Loan B2 Facility must be repaid
in full by three equal instalments.


(b)                                 The first Repayment Instalment in respect of the Term Loan B2 Facility
must be repaid on the date that is sixty-six months after the date of this
Agreement, and subsequent Repayment Instalments in respect of the Term Loan B2
Facility must be repaid at six-monthly intervals from that date.  The final Repayment Instalment in respect of
the Term Loan B2 Facility must be repaid on the Term Loan B2 Facility Final
Maturity Date.



 41















6.4                               Repayment of Term Loan C
Facility Loans


All amounts outstanding
under the Term Loan C Facility must be repaid in full on the Term Loan C
Facility Final Maturity Date.


6.5                               Repayment of Revolving Loans


(a)                                  Each Borrower must repay each Revolving Loan
made to it in full on its Maturity Date.


(b)                                 Subject to the other terms of this Agreement,
any amounts repaid under paragraph (a) above may be re-borrowed.


6.6                               Repayment of Telenet
Additional Facility Loans


Each Telenet Additional
Facility Loan will be repaid on such dates as the Company and the Telenet
Additional Facility Lenders may agree in the Telenet Additional Facility
Accession Agreement relating to that Telenet Additional Facility Loan.


7.                                      PREPAYMENT
AND CANCELLATION


7.1                               Mandatory prepayment –
illegality


(a)                                  A Lender must notify the Facility Agent and
the Company promptly if it becomes aware that it is unlawful in any applicable
jurisdiction for that Lender to perform any of its obligations under a Finance
Document or to fund or maintain its share in any Loan.


(b)                                 After notification under paragraph (a) above
the Facility Agent must notify the Company and:


(i)                                     each Borrower must repay or prepay the share
of that Lender in each Loan made to it on the date specified in paragraph (c)
below; and


(ii)                                  the Commitments of that Lender will be
immediately cancelled.


(c)                                  The date for repayment or prepayment of a
Lender’s share in a Loan will be:


(i)                                     the last day of the current Term of that
Loan; or


(ii)                                  if earlier, the date specified by the Lender
in the notification under paragraph (a) above and which must not be
earlier than the last day of any applicable grace period allowed by law.


7.2                               Mandatory prepayment –
change of control


(a)                                  For the purposes of this Clause:


a change of control occurs if: (i) any person or group of
persons (other than a Permitted Holder or Permitted Holders and other than
through a Permitted Holder) becomes the beneficial owner of a majority of the
aggregate voting power of all outstanding shares of the Company or otherwise
controls the Company; or (ii) no Permitted Holder controls (directly or
indirectly) the Company.


control means the power of a person:


(i)                                     by means of the holding of shares or the
possession of voting power in or in relation to any other person; or



 42
 









(ii)                                  by virtue of any powers conferred by the
articles of association or other documents regulating any other person,


to direct or cause the
direction of the management and policies of that other person;


Permitted
Holder means any of
the following:


(i)                                     UGC Europe, Inc.;


(ii)                                  in the event of a Spin-Off, the Spin Parent
and any Subsidiary of the Spin Parent; and


(iii)                               each Subsidiary of UGC Europe, Inc.;


Spin-Off means a transaction by which all outstanding
ordinary shares of SuperHoldco or any of its Subsidiaries directly or indirectly
owned by Liberty Global, Inc. are distributed to all of Liberty Global, Inc.’s
shareholders in proportion to such shareholders’ holdings in Liberty Global,
Inc. at the time of such transaction either directly or indirectly through the
distribution of shares in a company holding such SuperHoldco shares or
Subsidiary’s shares; and


Spin Parent
means the company the
shares of which are distributed to the shareholders of Liberty Global, Inc.
pursuant to the Spin-Off.


(b)                                 The Company must promptly notify the Facility
Agent if it becomes aware of any change of control.


(c)                                  After a change of control, if the Majority
Lenders so require, the Facility Agent must, by notice to the Company:


(i)                                     cancel the Total Commitments; and


(ii)                                  declare all outstanding Loans, together with
accrued interest and all other amounts accrued under the Finance Documents, to
be due and payable on a date not less than 30 days after the date of that
notice.


Any such notice will take
effect in accordance with its terms.


7.3                               Mandatory prepayment from
disposal proceeds


(a)                                  Other than as provided in paragraphs (b) and
(c) below, on a Permitted Disposal (other than a disposal in accordance with
paragraphs (a) to (n) of the definition of Permitted Disposals), the Company
shall, upon receipt of the proceeds of such Permitted Disposal, immediately
prepay an amount of the Facilities equal to five times the Annualised EBITDA of
the person or asset disposed of for the most recent Measurement Period for
which financial statements have been delivered pursuant to Clause 17.1(a)
(Financial statements), provided that the amount to be prepaid shall not exceed
the Net Proceeds.


For the purposes of this
paragraph (a), Annualised EBITDA of a person or asset for a Measurement Period
shall be the earnings before interest, tax, depreciation and amortisation for
the two financial quarters ending on the last day of that Measurement Period
multiplied by two.


(b)                                 No prepayment in accordance with paragraph
(a) above is required where the amount of any such prepayment in respect of one
or a series of connected transactions would be less than €200,000,000.



 43
 









(c)                                  No prepayment is required in accordance with
paragraph (a) above in connection with any Permitted Disposal where an amount
equal to the amount that would otherwise be required to be prepaid under
paragraph (a) above is promptly deposited in a Blocked Account (as defined in
Clause 7.4 (Date for prepayment) below) on terms that the principal amount
deposited may only be released in order to make prepayments in accordance with
this Clause 7.3 or to reinvest in assets in the Permitted Business (for the
avoidance of doubt, including Permitted Acquisitions and Capital
Expenditure).  Any amount so deposited
that has not been so reinvested (or contracted to be so reinvested) within 12
months of the relevant Permitted Disposal shall be applied in prepayment of the
Facilities.


7.4                               Date for prepayment


Each amount of the
Facilities to be prepaid under Clause 7.3 (Mandatory prepayment from disposal
proceeds) and Clause 18.5 (Cure provisions) shall be applied in prepayment of
the Facility within the period required by the relevant Clause or deposited
before the end of such period with the Security Agent in an account (or
accounts) (each a Blocked Account)
in the name of any Obligor bearing interest at rates customarily offered by the
Security Agent in such circumstances, secured (if requested by the Security
Agent) by a first ranking pledge in favour of the Security Agent on behalf of
the Beneficiaries, in form and substance satisfactory to the Security Agent
together with such other documents and evidence and legal opinions as the
Security Agent may reasonably require, at the Obligors’ expense, on terms that
the principal amount so deposited may only be released by making the relevant
prepayment on the last day of the Term or (as applicable) Terms falling immediately
thereafter, in accordance with Clause 7.5 (Order of application), until the
prepayment obligations under Clause 7.3 (Mandatory prepayment from disposal
proceeds) and Clause 18.5 (Cure provisions) have been satisfied or otherwise as
permitted under Clause 7.3(c) above.


7.5                               Order of application


(a)                                  The amount of each prepayment of the
Facilities made under Clause 7.3 (Mandatory prepayment from disposal proceeds)
and Clause 18.5 (Cure provisions) shall be applied:


(i)                                     first against the Term Loan A Facility, the
Term Loan B1 Facility, the Term Loan B2 Facility, the Term Loan C Facility and
the Telenet Additional Facilities that are term loan facilities in such
proportion as may be specified to the Facility Agent by the Company not less
than two Business Days before the date on which the prepayment is due to be
made and against all the outstanding Loans made under the relevant Facilities pro rata; and


(ii)                                  second against the Revolving Facility and any
Telenet Additional Facility that is a revolving facility in such proportion as
may be specified to the Facility Agent by the Company not less than two
Business Days before the date on which the prepayment is due to be made and
against all the outstanding Loans made under the relevant Facility pro rata,


in each case with a
corresponding permanent cancellation of the relevant Commitments (pro rata between the Commitments of the
Lenders under the relevant Facility).


(b)                                 If the Company does not give a notice to the
Facility Agent specifying how amounts are to be applied in prepayment under
Clause 7.3 (Mandatory prepayment from disposal proceeds) within the time period
specified in paragraph (a) above, the amount of the relevant prepayment shall
be applied against all outstanding Term Loans pro
rata in accordance with paragraph (a) above.



 44
 









7.6                               Voluntary prepayment


(a)                                  Subject to paragraph (b) below, the Company
may, by giving not less than five Business Days’ prior notice to the Facility
Agent, prepay (or ensure that a Borrower prepays) any Loan at any time in whole
or in part.


(b)                                 For as long as the Term Loan B2 Facility
Margin is lower than the Term Loan B1 Facility Margin, a Borrower must prepay
the Term Loan B2 Facility Loans in whole before it may prepay any other Loan
under this Clause.


(c)                                  A prepayment of part of a Loan must be in a
minimum amount of €5,000,000 and an integral multiple of €1,000,000.


7.7                               Automatic cancellation


The Commitments of each
Lender under a Facility will be automatically cancelled at the close of
business on the last day of the Availability Period for that Facility.


7.8                               Voluntary cancellation


(a)                                  Subject to paragraph (b) below, the Company
may, by giving not less than five Business Days’ prior notice to the Facility
Agent, cancel the unutilised amount of the Total Commitments in whole or in
part.


(b)                                 The Company must first cancel the whole of
the unutilised Total Term Loan B2 Facility Commitment before it can cancel the
unutilised amount of any other Total Commitment.


(c)                                  The Company must second cancel the whole of
the unutilised Total Term Loan C Facility Commitment before it can cancel the
unutilised amount of any other Total Commitment.


(d)                                 Partial cancellation of the Total Commitments
must be in a minimum amount of €5,000,000 and an integral multiple of
€1,000,000.


(e)                                  Any cancellation in part will be applied
against the relevant Commitment of each Lender pro
rata.


7.9                               Right of repayment and
cancellation of a single Lender


(a)                                  If an Obligor is, or will be, required to pay
to a Lender:


(i)                                     a Tax Payment; or


(ii)                                  an Increased Cost,


the Company may, while the
requirement continues, give notice to the Facility Agent requesting prepayment
and cancellation in respect of that Lender.


(b)                                 After notification under paragraph (a) above:


(i)                                     each Borrower must repay or prepay that
Lender’s share in each Loan made to it on the date specified in paragraph (c)
below; and


(ii)                                  the Commitments of that Lender will be
immediately cancelled.


(c)                                  The date for repayment or prepayment of a
Lender’s share in a Loan will be:



 45
 









(i)                                     the last day of the current Term for that
Loan; or


(ii)                                  if earlier, the date specified by the Company
in its notification.


7.10                        Prepayment of Term Loans


(a)                                  Except where this Clause expressly provides
otherwise, any prepayment of a Term Loan B1 Facility Loan or a Term Loan B2
Facility Loan will be applied against the relevant remaining Repayment
Instalments pro rata.


(b)                                 No amount of a Term Loan prepaid under this
Agreement may subsequently be re-borrowed.


7.11                        Re-borrowing of Revolving Loans


Any voluntary prepayment of
a Revolving Loan under Clause 7.6 (Voluntary prepayment) may be re-borrowed on
the terms of this Agreement.  Any other
prepayment of a Revolving Loan may not be re-borrowed.


7.12                        Miscellaneous provisions


(a)                                  Any notice of prepayment and/or cancellation
under this Agreement is irrevocable and must specify the relevant date(s) and
the affected Loans and Commitments.  The
Facility Agent must notify the Lenders promptly of receipt of any such notice.


(b)                                 All prepayments under this Agreement must be
made with accrued interest on the amount prepaid.  No premium or penalty is payable in respect
of any prepayment except for Break Costs.


(c)                                  The Majority Lenders may agree a shorter
notice period for a voluntary prepayment or a voluntary cancellation.


(d)                                 No prepayment or cancellation is allowed
except in accordance with the express terms of this Agreement.


(e)                                  No amount of the Total Commitments cancelled
under this Agreement may subsequently be reinstated.


(f)                                    Any partial prepayment of a Loan will be
applied against the participations of the Lenders in that Loan pro rata.


8.                                      INTEREST


8.1                               Calculation of interest


The rate of interest on each
Loan for each Term is the percentage rate per annum equal to the aggregate of
the applicable:


(a)                                  Margin;


(b)                                 EURIBOR or LIBOR (as applicable); and


(c)                                  Mandatory Cost.



 46
 









8.2                               Payment of interest


Except where it is provided
to the contrary in this Agreement, each Borrower must pay accrued interest on
each Loan made to it on the last day of each Term and also, if the Term is
longer than six months, on the dates falling at six-monthly intervals after the
first day of that Term.


8.3                               Interest on overdue amounts


(a)                                  If an Obligor fails to pay any amount payable
by it under the Finance Documents, it must immediately on demand by the
Facility Agent pay interest on the overdue amount from its due date up to the
date of actual payment, both before, on and after judgment.


(b)                                 Interest on an overdue amount is payable at a
rate determined by the Facility Agent to be one per cent. per annum above the
rate which would have been payable if the overdue amount had, during the period
of non-payment, constituted a Loan in the currency of the overdue amount.  For this purpose, the Facility Agent may
(acting reasonably):


(i)                                     select successive Terms of any duration of up
to three months; and


(ii)                                  determine the appropriate Rate Fixing Day for
that Term.


(c)                                  Notwithstanding paragraph (b) above, if the
overdue amount is a principal amount of a Loan and becomes due and payable
before the last day of its current Term, then:


(i)                                     the first Term for that overdue amount will
be the unexpired portion of that Term; and


(ii)                                  the rate of interest on the overdue amount
for that first Term will be one per cent. per annum above the rate then payable
on that Loan.


After the expiry of the
first Term for that overdue amount, the rate on the overdue amount will be
calculated in accordance with paragraph (b) above.


(d)                                 Interest (if unpaid) on an overdue amount
will be compounded with that overdue amount at the end of each of its Terms but
will remain immediately due and payable.


8.4                               Notification of rates of
interest


The Facility Agent must
promptly notify each relevant Party of the determination of a rate of interest
under this Agreement.


9.                                      TERMS


9.1                               Selection – Term Loans


(a)                                  Each Term Loan has successive Terms.


(b)                                 A Borrower must select the first Term for a
Term Loan in the relevant Request and each subsequent Term in an irrevocable
notice received by the Facility Agent not later than 10.00 a.m. (Paris
time) three Business Days before the Rate Fixing Day for that Term.  Each Term for a Term Loan will start on its
Utilisation Date or on the expiry of its preceding Term.


(c)                                  If a Borrower fails to select a Term for an
outstanding Term Loan under paragraph (b) above, that Term will, subject to the
other provisions of this Clause, be three months.



 47
 









(d)                                 Subject to the following provisions of this
Clause, each Term for a Term Loan will be one, two, three or six months or:


(i)                                     any shorter period agreed by the Company and
the Facility Agent; or


(ii)                                  any longer period agreed by the Company and
the Majority Lenders.


(e)                                  Until the Mandated Lead Arrangers have
notified the Company that Syndication has been completed, each Term for a Term
Loan will be one week or such other period as the Company and the Mandated Lead
Arrangers shall agree.


9.2                               Selection – Revolving Loans


(a)                                  Each Revolving Loan has one Term only.


(b)                                 A Borrower must select the Term for a
Revolving Loan in the relevant Request.


(c)                                  Subject to the following provisions of this
Clause, each Term for a Revolving Loan will be one, two, three or six months or
any other period agreed by the Company and the Facility Agent.


(d)                                 Until the Mandated Lead Arrangers have
notified the Company that Syndication has been completed, each Term for a
Revolving Loan will be one week or such other period as the Company and the
Mandated Lead Arrangers shall agree.


9.3                               Consolidation – Term Loans


Unless a Borrower otherwise
requests a Term for a Term Loan will end on the same day as the current Term
for any other Term Loan denominated in the same currency as that Term Loan and
borrowed by that Borrower under the same Facility.  On the last day of those Terms, those Term
Loans will be consolidated and treated as one Term Loan under the relevant
Facility.


9.4                               Coincidence with Repayment
Instalment dates


(a)                                  A Borrower may select any Term of less than
six months for a Term Loan B1 Facility Loan or a Term Loan B2 Facility Loan
(and may redesignate any any Term Loan B1 Facility Loan as two Term Loan B1
Facility Loans or any Term Loan B2 Facility Loan as two Term Loan B2 Facility Loans)
to ensure that the amount of the Term Loan B1 Facility Loans or Term Loan B2
Facility Loans with a Term ending on a date for repayment of a Repayment
Instalment is not less than the Repayment Instalment due on that date.


(b)                                 If a Borrower fails to make a selection in
the circumstances envisaged in paragraph (a) above, the Facility Agent may
(after giving prior written notice to the Company), before the Rate Fixing Day
for the relevant Term shorten any Term for a Term Loan B1 Facility Loan or a
Term Loan B2 Facility Loan (and may designate any such Loan as two such Loans)
to achieve the same end.


9.5                               No overrunning the Final
Maturity Date


If a Term in respect of a
Loan under a Facility would otherwise overrun the Final Maturity Date for that
Facility, it will be shortened so that it ends on the Final Maturity Date for
that Facility.



 48
 









9.6                               Other adjustments


The Facility Agent and the
Company may enter into such other arrangements as they may agree for the
adjustment of Terms and the consolidation and/or splitting of Loans under a
Facility.


9.7                               Notification


The Facility Agent must
notify each relevant Party of the duration of each Term promptly after
ascertaining its duration.


10.                               MARKET
DISRUPTION


10.1                        Failure of a Reference Bank to supply a rate


If LIBOR/EURIBOR is to be
calculated by reference to the Reference Banks but a Reference Bank does not
supply a rate by 12.00 noon (local time) on a Rate Fixing Day, the applicable
LIBOR/EURIBOR will, subject as provided below, be calculated on the basis of
the rates of the remaining Reference Banks.


10.2                        Market disruption


(a)                                  In this Clause, each of the following events
is a market disruption event:


(i)                                     LIBOR/EURIBOR is to be calculated by
reference to the Reference Banks but no, or only one, Reference Bank supplies a
rate by 12.00 noon (local time) on the Rate Fixing Day; or


(ii)                                  the Facility Agent receives by close of
business on the Rate Fixing Day notification from Lenders whose shares in the
relevant Loan exceed 35 per cent. of that Loan that the cost to them of
obtaining matching deposits in the relevant interbank market is in excess of
LIBOR/EURIBOR for the relevant Term.


(b)                                 The Facility Agent must promptly notify the
Company and the Lenders of a market disruption event.


(c)                                  After notification under paragraph (b) above,
the rate of interest on each Lender’s share in the affected Loan for the
relevant Term will be the aggregate of the applicable:


(i)                                     Margin;


(ii)                                  rate notified to the Facility Agent by that
Lender as soon as practicable, and in any event before interest is due to be
paid in respect of that Term, to be that which expresses as a percentage rate
per annum the cost to that Lender of funding its share in that Loan from
whatever source it may reasonably select; and


(iii)                               Mandatory Cost.


10.3                        Alternative basis of interest or funding


(a)                                  If a market disruption event occurs and the
Facility Agent or the Company so requires, the Company and the Facility Agent
must enter into negotiations for a period of not more than 30 days with a view
to agreeing an alternative basis for determining the rate of interest and/or
funding for the affected Loan.



 49
 









(b)                                 Any alternative basis agreed will be, with
the prior consent of all the Lenders, binding on all the Parties.


11.                               TAXES


11.1                        General


In this Clause Tax Credit means a credit against any Tax
or any relief or remission for Tax (or its repayment).


11.2                        Tax gross-up


(a)                                  Each Obligor must make all payments to be
made by it under the Finance Documents without any Tax Deduction, unless a Tax
Deduction is required by law.


(b)                                 If:


(i)                                     Lender is not, or ceases to be, a Qualifying
Lender; or


(ii)                                  an Obligor or a Lender is aware that an
Obligor must make a Tax Deduction (or that there is a change in the rate or the
basis of a Tax Deduction),


it must promptly notify the
Facility Agent. The Facility Agent must then promptly notify the affected
Parties.


(c)                                  Except as provided below, if a Tax Deduction
is required by law to be made by an Obligor or the Facility Agent, the amount
of the payment due from the Obligor will be increased to an amount which (after
making the Tax Deduction) leaves an amount equal to the payment which would
have been due if no Tax Deduction had been required.


(d)                                 Except as provided below, an Obligor is not
required to make an increased payment under paragraph (c) above to a Lender
that is not, or has ceased to be, a Qualifying Lender in respect of that
Obligor in excess of the amount that the Obligor would have had to pay had the
Lender been, or not ceased to be, a Qualifying Lender in respect of that
Obligor.


(e)                                  Paragraph (d) above will not apply if the
Lender has ceased to be a Qualifying Lender by reason of any change after the
date it became a Lender under this Agreement in (or in the interpretation,
administration, or application of) any law or double taxation agreement or
Double Tax Treaty or any published practice or concession of any relevant
taxing authority.


(f)                                    If an Obligor is required to make a Tax
Deduction, that Obligor must make the minimum Tax Deduction allowed by law and
must make any payment required in connection with that Tax Deduction within the
time allowed by law.


(g)                                 Within 30 days of making either a Tax
Deduction or a payment required in connection with a Tax Deduction, the Obligor
making that Tax Deduction must deliver to the Facility Agent for the relevant
Finance Party evidence satisfactory to that Finance Party (acting reasonably)
that the Tax Deduction has been made or (as applicable) the appropriate payment
has been paid to the relevant taxing authority.


11.3                        Tax indemnity


(a)                                  Except as provided below, the Company must
indemnify a Finance Party against any loss or liability which that Finance
Party (in its absolute discretion) determines will be or has been 



 50
 









suffered (directly or
indirectly) by that Finance Party for or on account of Tax in relation to a
payment received or receivable (or any payment deemed to be received or
receivable) under a Finance Document.


(b)                                 Paragraph (a) above does not apply to any Tax
assessed on a Finance Party under the laws of the jurisdiction in which:


(i)            that Finance Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which that Finance Party has
a Facility Office and is treated as resident for tax purposes; or


(ii)           that Finance Party’s Facility Office is
located in respect of amounts received or receivable in that jurisdiction,


if that Tax is imposed on or
calculated by reference to the net income received or receivable by that
Finance Party.  However, any payment
deemed to be received or receivable, including any amount treated as income but
not actually received by the Finance Party, such as a Tax Deduction, will not
be treated as net income received or receivable for this purpose.


(c)                                  A Finance Party making, or intending to make,
a claim under paragraph (a) above must promptly notify the Company of the event
which will give, or has given, rise to the claim.


11.4                        Tax Credit


If an Obligor makes a Tax
Payment and the relevant Finance Party (in its absolute discretion) determines
that:


(a)                                  a Tax Credit is attributable to that Tax
Payment; and


(b)                                 it has used and retained that Tax Credit,


the Finance Party must pay
an amount to the Obligor which that Finance Party determines (in its absolute
discretion) will leave it (after that payment) in the same after-tax position
as it would have been if the Tax Payment had not been required to be made by
the Obligor.


11.5                        U.S. Taxes


A U.S. Borrower shall not be
required to pay any additional amount pursuant to Clause 11.2 (Tax gross-up) in
respect of Taxes of the United States or any political subdivision thereof
which arise or are imposed as a result of the failure of a Lender to provide
the forms described in Clauses 11.5(a) or (b), or a connection of a Lender as
described in Clause 11.5(c) below, with respect to a sum payable by it pursuant
to this Agreement to a Lender if on the date such Lender becomes a Party to
this Agreement or has designated a new Facility Office either:


(a)                                  in the case of a Lender which is not a U.S.
person,


(i)            such Lender has not provided the Borrower
with two accurate and complete original signed copies including all necessary
attachments of (i) U.S. Internal Revenue Service Form W-8BEN (or successor
form) or (ii) U.S. Internal Revenue Service Form W-8ECI (or successor
form), or (iii) (if appropriate) Internal Revenue Service Form W-8IMY,
certifying, in each case, to such Lender’s entitlement as of such date to a
complete exemption from United 



 51
 









States withholding with
respect to all amounts payable pursuant to the Finance Documents; or


(ii)           after the date such Lender becomes a Party to
this Agreement, when a lapse in time or change in circumstances renders the
previous certification of such Lender made pursuant to Clause 11.5(a)(i) above
obsolete or inaccurate, such Lender has not delivered to the Company two new accurate
and complete original signed copies of U.S. Internal Revenue Service Form
W-8ECI or Form W-8BEN, as the case may be, and such other forms as may be
required in order to confirm or establish the entitlement of such Lender to a
continued exemption from United States withholding tax with respect to amounts
payable pursuant to the Finance Documents;


(b)                                 in the case of a Lender which is a U.S.
Person:


(i)            such Lender has not provided the Borrower
with two accurate and complete original signed copies, including all necessary
attachments, of U.S. Internal Revenue Service Form W-9 (or successor form); or


(ii)           after the date such Lender becomes a Party to
this Agreement, when a lapse in time or change in circumstances renders the
previous certification of such Lender made pursuant to Clause 11.5(b)(i) above
obsolete or inaccurate, such Lender has not delivered to the Company two new
accurate and complete original signed copies of U.S. Internal Revenue Service
Form W-9, as the case may be, and such other forms as may be required in order
to confirm or establish the entitlement of such Lender to a continued exemption
from Untied States withholding tax with respect to amounts payable pursuant to
the Finance Documents; or


(c)                                  such Lender is subject to such Tax by reason
of any connection between the jurisdiction imposing such Tax and the Lender or
its Facility Office other than a connection arising solely from this Agreement
or any transaction contemplated hereby.


11.6                        Stamp taxes


The Company must pay and
indemnify each Finance Party against any stamp duty, registration or other
similar Tax payable in connection with the entry into, performance or
enforcement of any Finance Document, except for any such Tax payable in
connection with the entry into a Transfer Certificate.


11.7                        Value added taxes


Any amount payable under a
Finance Document by an Obligor is exclusive of any value added tax or any other
Tax of a similar nature which might be chargeable in connection with that
amount.  If any such Tax is chargeable,
the Obligor must pay to the Finance Party (in addition to and at the same time
as paying that amount) an amount equal to the amount of that Tax.


Where a Finance Document
requires any Party to reimburse a Finance Party for any costs or expenses, that
Party must also at the same time pay and indemnify the Finance Party against
all value added tax or any other Tax of a similar nature incurred by the
Finance Party in respect of those costs or expenses but only to the extent that
the Finance Party (acting reasonably) determines that neither it nor any other
member of any group of which it is a 



 52
 









member for value added tax
purposes is entitled to credit or repayment from the relevant tax authority in
respect of the Tax.


11.8                        Confirmation by Lenders


Each Initial Original Lender
hereby confirms that, as at the date of this Agreement, it is a Qualifying
Lender.


12.                               INCREASED
COSTS


12.1                        Increased Costs


Except as provided below in
this Clause, the Company must pay to a Finance Party the amount of any
Increased Cost incurred by that Finance Party or any of its Affiliates as a
result of:


(a)                                  the introduction of, or any change in, or any
change in the interpretation, administration or application of, any law or
regulation; or


(b)                                 compliance with any law or regulation made
after the date of this Agreement.


12.2                        Exceptions


The Company need not make
any payment for an Increased Cost to the extent that the Increased Cost is:


(a)                                  compensated for under another Clause or would
have been but for an exception to that Clause;


(b)                                 attributable to a Finance Party or its
Affiliate wilfully failing to comply with any law or regulation; or


(c)                                  attributable to the implementation or
application of or compliance with the “International Convergence of Capital
Measurement and Capital Standards, a Revised Framework” published by the Basel
Committee on Banking Supervision in June 2004 in the form existing on the date
of this Agreement (Basel II) or
any other law or regulation which implements Basel II (whether such
implementation, application or compliance is by a government, regulator,
Finance Party or any of its Affiliates).


12.3                        Claims


A Finance Party intending to
make a claim for an Increased Cost must notify the Facility Agent of the
circumstances giving rise to and the amount of the claim, following which the
Facility Agent will promptly notify the Company.


Each Finance Party must, as
soon as practicable after a demand by the Facility Agent, provide a certificate
confirming the amount of its Increased Cost.


13.                               MITIGATION


13.1                        Mitigation


(a)                                  Each Finance Party must, in consultation with
the Company, take all reasonable steps to mitigate any circumstances which
arise and which result or would result in:



 53
 









(i)            any Tax Payment or Increased Cost being
payable to that Finance Party;


(ii)           that Finance Party being able to exercise any
right of prepayment and/or cancellation under this Agreement by reason of any
illegality; or


(iii)          that Finance Party incurring any cost of
complying with the minimum reserve requirements of the European Central Bank,


including transferring its
rights and obligations under the Finance Documents to an Affiliate or changing
its Facility Office.


(b)                                 Paragraph (a) above does not in any way limit
the obligations of any Obligor under the Finance Documents.


(c)                                  The Company must indemnify each Finance Party
for all costs and expenses reasonably incurred by that Finance Party as a
result of any step taken by it under this Subclause.


(d)                                 A Finance Party is not obliged to take any
step under this Subclause if, in the opinion of that Finance Party (acting
reasonably), to do so may reasonably be expected to be prejudicial to it.


13.2                        Conduct of business by a Finance Party


No term of this Agreement
will:


(a)                                  interfere with the right of any Finance Party
to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;


(b)                                 oblige any Finance Party to investigate or
claim any credit, relief, remission or repayment available to it in respect of
Tax or the extent, order and manner of any claim; or


(c)                                  oblige any Finance Party to disclose any information
relating to its affairs (Tax or otherwise) or any computation in respect of
Tax.


14.                               PAYMENTS


14.1                        Place


Unless a Finance Document
specifies that payments under it are to be made in another manner, all payments
by a Party (other than the Facility Agent) under the Finance Documents must be
made to the Facility Agent to its account at such office or bank in the
principal financial centre of a Participating Member State or London, as it may
notify to that Party for this purpose by not less than five Business Days’
prior notice.


14.2                        Funds


Payments under the Finance
Documents to the Facility Agent must be made for value on the due date at such
times and in such funds as the Facility Agent may specify to the Party
concerned as being customary at the time for the settlement of transactions in
that currency in the place for payment.


14.3                        Distribution


(a)                                  Each payment received by the Facility Agent
under the Finance Documents for another Party must, except as provided below,
be made available by the Facility Agent to that Party by 



 54
 









payment (as soon as
practicable after receipt) to its account with such office or bank in the
principal financial centre of a Participating Member State or London, as it may
notify to the Facility Agent for this purpose by not less than five Business
Days’ prior notice.


(b)                                 The Facility Agent may (with the consent and
at the expense of the Company) apply any amount received by it for an Obligor
in or towards payment (as soon as practicable after receipt) of any amount due
from that Obligor under the Finance Documents or in or towards the purchase of
any amount of any currency to be so applied.


(c)                                  Where a sum is paid to the Facility Agent
under this Agreement for another Party, the Facility Agent is not obliged to
pay that sum to that Party until it has established that it has actually
received it.  However, the Facility Agent
may assume that the sum has been paid to it, and, in reliance on that
assumption, make available to that Party a corresponding amount.  If it transpires that the sum has not been
received by the Facility Agent, that Party must immediately on demand by the
Facility Agent refund any corresponding amount made available to it together
with interest on that amount from the date of payment to the date of receipt by
the Facility Agent at a rate calculated by the Facility Agent to reflect its
cost of funds.


14.4                        Currency


(a)                                  Unless a Finance Document specifies that
payments under it are to be made in a different manner, the currency of each
amount payable under the Finance Documents is determined under this Clause.


(b)                                 Amounts payable in respect of Taxes, fees,
costs and expenses are payable in the currency in which they are incurred.


(c)                                  Each other amount payable under the Finance
Documents is payable in euro or U.S. Dollars (as applicable).


14.5                        No set-off or counterclaim


All payments made by an
Obligor under the Finance Documents must be calculated and made without (and
free and clear of any deduction for) set-off or counterclaim.


14.6                        Business Days


(a)                                  If a payment under the Finance Documents is
due on a day which is not a Business Day, the due date for that payment will
instead be the next Business Day in the same calendar month (if there is one)
or the preceding Business Day (if there is not) or whatever day the Facility
Agent determines is market practice.


(b)                                 During any extension of the due date for
payment of any principal under this Agreement interest is payable on that
principal at the rate payable on the original due date.


14.7                        Partial payments


(a)                                  If any Administrative Party receives a
payment insufficient to discharge all the amounts then due and payable by the
Obligors under the Finance Documents, the Administrative Party must apply that
payment towards the obligations of the Obligors under the Finance Documents in
the following order:



 55
 









(i)                                     first, in or towards payment pro rata of any unpaid
fees, costs and expenses of the Administrative Parties under the Finance
Documents;


(ii)                                  secondly,
in or towards payment pro rata of any accrued interest or fee due but unpaid
under this Agreement;


(iii)                               thirdly, in or towards payment pro rata of any
principal amount due but unpaid under this Agreement; and


(iv)                              fourthly, in or towards payment pro rata of any other
sum due but unpaid under the Finance Documents.


(b)                                 The Facility Agent must, if so directed by
all the Lenders, vary the order set out in sub-paragraphs (a)(ii) to
(iv) above.


(c)                                  This Subclause will override any
appropriation made by an Obligor.


14.8                        Timing of payments


If a Finance Document does
not provide for when a particular payment is due, that payment will be due
within three Business Days of demand by the relevant Finance Party.


15.                               GUARANTEE
AND INDEMNITY


15.1                        Guarantee and indemnity


(a)                                  Subject to Subclause 15.9 (Limitations) each
Guarantor jointly and severally and irrevocably and unconditionally:


(i)            guarantees to each Finance Party punctual
performance by each Obligor of all its obligations under the Finance Documents;


(ii)           undertakes with each Finance Party that,
whenever an Obligor does not pay any amount when due under or in connection
with any Finance Document, it must immediately on demand by the Facility Agent
pay that amount as if it were the principal obligor in respect of that amount;
and


(iii)          indemnifies each Finance Party immediately on
demand against any loss or liability suffered by that Finance Party if any
obligation guaranteed by it is or becomes unenforceable, invalid or illegal;
the amount of the loss or liability under this indemnity will be equal to the
amount the Finance Party would otherwise have been entitled to recover.


(b)                                 This guarantee is an independent guarantee
and not a surety (borg/cautionment).


15.2                        Continuing guarantee


This guarantee is a
continuing guarantee and will extend to the ultimate balance of all sums
payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.


15.3                        Reinstatement


(a)                                  If any discharge (whether in respect of the
obligations of any Obligor or any security for those obligations or otherwise)
or arrangement is made in whole or in part on the faith of any 



 56
 









payment, security or other
disposition which is avoided or must be restored on insolvency, liquidation,
administration or otherwise without limitation, the liability of each Guarantor
under this Clause will continue or be reinstated as if the discharge or
arrangement had not occurred.


(b)                                 Each Finance Party may concede or compromise
any claim that any payment, security or other disposition is liable to
avoidance or restoration.


15.4                        Waiver of defences


The obligations of each
Guarantor under this Clause will not be affected by any act, omission or thing
which, but for this provision, would reduce, release or prejudice any of its
obligations under this Clause (whether or not known to it or any Finance
Party).  This includes:


(a)                                  any time or waiver granted to, or composition
with, any person;


(b)                                 any release of any person under the terms of
any composition or arrangement;


(c)                                  the taking, variation, compromise, exchange,
renewal or release of, or refusal or neglect to perfect, take up or enforce,
any rights against, or security over assets of, any person;


(d)                                 any non-presentation or non-observance of any
formality or other requirement in respect of any instrument or any failure to
realise the full value of any security;


(e)                                  any incapacity or lack of power, authority or
legal personality of or dissolution or change in the members or status of any
person;


(f)                                    any amendment (however fundamental) of a
Finance Document or any other document or security;


(g)                                 any unenforceability, illegality, invalidity
or non-provability of any obligation of any person under any Finance Document
or any other document or security; or


(h)                                 any insolvency or similar proceedings.


15.5                        Immediate recourse


(a)                                  Each Guarantor waives any right it may have
of first requiring any Finance Party (or any trustee or agent on its behalf) to
proceed against or enforce any other right or security or claim payment from
any person before claiming from that Guarantor under this Clause.


(b)                                 This waiver applies irrespective of any law
or any provision of a Finance Document to the contrary.


15.6                        Appropriations


Until all amounts which may
be or become payable by the Obligors under or in connection with the Finance
Documents have been irrevocably paid in full, each Finance Party (or any
trustee or agent on its behalf) may without affecting the liability of any
Guarantor under this Clause:



 57
 









(a)                                  refrain from applying or enforcing any other
moneys, security or rights held or received by that Finance Party (or any
trustee or agent on its behalf) against those amounts; or


(b)                                 apply and enforce them in such manner and
order as it sees fit (whether against those amounts or otherwise); and


(c)                                  hold in an interest-bearing suspense account
any moneys received from any Guarantor or on account of that Guarantor’s
liability under this Clause.


15.7                        Non-competition


Unless:


(a)           all amounts which may be or become payable by
the Obligors under or in connection with the Finance Documents have been
irrevocably paid in full; or


(b)           the Facility Agent otherwise directs,


no Guarantor will, after a
claim has been made or by virtue of any payment or performance by it under this
Clause:


(i)            be subrogated to any rights, security or
moneys held, received or receivable by any Finance Party (or any trustee or
agent on its behalf);


(ii)           be entitled to any right of contribution or
indemnity in respect of any payment made or moneys received on account of that
Guarantor’s liability under this Clause;


(iii)          claim, rank, prove or vote as a creditor of
any Obligor or its estate in competition with any Finance Party (or any trustee
or agent on its behalf); or


(iv)          receive, claim or have the benefit of any
payment, distribution or security from or on account of any Obligor, or
exercise any right of set-off as against any Obligor.


Each Guarantor must hold in
trust for and immediately pay or transfer to the Facility Agent for the Finance
Parties any payment or distribution or benefit of security received by it
contrary to this Clause or in accordance with any directions given by the
Facility Agent under this Clause.


15.8                        Additional security


This guarantee is in
addition to and is not in any way prejudiced by any other guarantee or security
now or subsequently held by any Beneficiary.


15.9                        Limitations


(a)                                  This guarantee does not apply to any
liability to the extent that it would result in the guarantee constituting
unlawful financial assistance under any laws applicable to a Guarantor.


(b)                                 Notwithstanding any other provision of this
Clause 15, the obligations of each U.S. Guarantor under this Clause 15, shall
be limited to a maximum aggregate amount equal to the largest amount that would
not render its obligations hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States
Bankruptcy Code, any applicable provisions of comparable state law or any
applicable case law (collectively, 



 58
 









the Fraudulent Transfer Laws), in each case
after giving effect to all other liabilities of such U.S. Guarantor, contingent
or otherwise, that are relevant under the Fraudulent Transfer Laws and after
giving effect as assets to the value (as determined under the applicable
provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
contribution, reimbursement, indemnity or similar rights of such U.S. Guarantor
pursuant to (i) applicable law or (ii) any agreement providing for an equitable
allocation among such U.S. Guarantors and other Affiliates of the Group of the
obligations arising under guarantees by such parties.


For the purposes of this
Clause 15, U.S. Guarantor means
each Guarantor incorporated (or in the case of a non-corporate Guarantor,
formed and subsisting) in the United States of America (or any of its states or
territories or any political or legal subdivision thereof).


(c)                                  Notwithstanding any other provision of this
Clause 15, the liability of UPC Belgium NV pursuant to this Clause 15 shall be
limited, at any time, to an amount equal to the net assets of UPC Belgium NV
(determined in accordance with Article 617 of the Belgian Company Code (Wetboek van vennootschappen) and
accounting principles generally accepted in Belgium) at the time each relevant
demand is made under the guarantee.


15.10                 Third Parties


Any counterparty to any
Hedging Document may rely on this Clause 15 and enforce its terms under
the Contracts (Rights of Third Parties) Act 1999.


16.                               REPRESENTATIONS
AND WARRANTIES


16.1                        Representations and warranties


The representations set out
in this Clause are made by each Obligor or (if it so states) the Company to
each Finance Party.  Each Obligor makes
the representations set out in this Clause in respect of itself and (where
applicable) in respect of its Subsidiaries.


16.2                        Status


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


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


(c)                                  In respect of the Original Borrower, it is
resident for all purposes in the Kingdom of Belgium.


16.3                        Powers and authority


It has the power:


(a)                                  to enter into and comply with all obligations
expressed on its part under the Finance Documents; and


(b)                                 (in the case of a Borrower) to borrow under
this Agreement; and


(c)                                  (in the case of a Guarantor) to give the
guarantee in Clause 15 (Guarantee and Indemnity),



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and has taken all necessary
actions to authorise the execution, delivery and performance of the Finance
Documents to which it is or will be a party and the transactions contemplated
by those Finance Documents.


16.4                        Legal validity


(a)                                  Each Finance Document to which it is or will
be a party constitutes, or when executed in accordance with its terms will
constitute, its legal, valid and binding obligations enforceable, subject to
any relevant reservations or qualifications as to matters of law contained in
any legal opinion referred to in Part 1 of Schedule 2 (Conditions Precedent
Documents) or (as applicable) Part 2 of Schedule 2 (Conditions Precedent
Documents), in accordance with its terms.


(b)                                 The choice of English law as the governing
law of the Finance Documents and its irrevocable submission to the jurisdiction
of the courts of England in respect of any proceedings relating to the Finance
Documents (in each case other than any Finance Document which is expressed to
be governed by a law other than English law) will be recognised and enforced in
its jurisdiction of incorporation, subject to any relevant reservation or
qualification as to matters of law contained in any legal opinion referred to
in paragraph (a) above.


(c)                                  Any judgment obtained in England in relation
to the Finance Documents will be recognised and enforced in its jurisdiction of
incorporation, subject to any relevant reservation or qualification as to
matters of law contained in any legal opinion referred to in paragraph (a)
above.


16.5                        Non-conflict


The execution and delivery
by it of, the Finance Documents to which it is a party, and its performance of
the transactions contemplated thereby will not violate:


(a)                                  in any material respect, any law or
regulation or official judgment or decree applicable to it;


(b)                                 in any material respect, its constitutional
documents; or


(c)                                  any agreement or instrument to which it is a
party or binding on any of its assets or binding upon any other member of the
Group or any other member of the Group’s assets, where such violation would or
is reasonably likely to have a Material Adverse Effect.


16.6                        No Event of Default


(a)                                  No Event of Default has occurred and is
outstanding or will result from the entry into of, or the performance of any
transaction contemplated by, any Finance Document.


(b)                                 Neither it nor any other member of the Group
is in default under any law, regulation or agreement to which it is subject,
except for a default which will not have or be reasonably likely to have a
Material Adverse Effect.


16.7                        Authorisations


(a)                                  Subject to any relevant reservations or
qualifications contained in any legal opinion referred to in Clause 16.4 (Legal
validity), all material and necessary authorisations, registrations, consents,
approvals, licences, and filings required by it in connection with the
execution, 



 60
 









validity or enforceability
of the Finance Documents to which it is a party and performance of the
transactions contemplated by the Finance Documents have been obtained (or, if
applicable, will be obtained within the required time period) and are validly
existing.


(b)                                 The Licences are in full force and effect and
each member of the Group is in compliance in all material respects with all
provisions thereof such that the Licences are not the subject of any pending
or, to the best of its knowledge, threatened attack, suspension or revocation
by a competent authority except, in each case, to the extent that any lack of
effect, non-compliance or attack, suspension or revocation of a Licence would
not have or be reasonably likely to have a Material Adverse Effect.


(c)                                  All the Necessary Authorisations are in full
force and effect, each member of the Group is in compliance in all material
respects with all provisions thereof and the Necessary Authorisations are not
the subject of any pending or, to the best of its knowledge, threatened attack
or revocation by any competent authority except, in each case, to the extent
that any lack of effect, non-compliance or attack or revocation of a Necessary
Authorisation would not have or be reasonably likely to have a Material Adverse
Effect.


16.8                        Financial statements


Its financial statements
most recently delivered to the Facility Agent (which, in the case of the
Company at the date of this Agreement, are the Original Financial Statements):


(a)                                  have been prepared in all material respects
in accordance with the Accounting Principles, consistently applied; and


(b)                                 give a true and fair view of (if audited) or
fairly represent (if unaudited) its financial condition (consolidated, if
applicable) as the date to which they were drawn up,


except, in each case, as
disclosed to the contrary in those financial statements.


16.9                        No material adverse change


There has been no material
adverse change in the business, assets or consolidated financial position of
the Group (taken as a whole) since the date to which the Original Financial
Statements were drawn up.


16.10                 Litigation and insolvency
proceedings


(a)                                  No litigation, arbitration or administrative
proceedings of or before any court, arbitral body or agency have been started
against any member of the Group and, to its knowledge, no such proceedings are
threatened, where in any such case, there is a reasonable likelihood of an
adverse outcome to any member of the Group where that outcome is of a nature
which would or is reasonably likely to have a Material Adverse Effect.


(b)                                 None of the circumstances referred to in
Clause 20.7 (Insolvency proceedings) are pending or, to its knowledge,
threatened against it or any member of the Group.


16.11                 Business Plan


To the best of its knowledge
after due inquiry, as of the date of the Business Plan:


(a)                                  the factual information relating to the Group
contained in the Business Plan is accurate in all material respects;



 61















(b)           the financial projections and
forecasts contained in the Business Plan were based on and arrived at after due
and careful consideration and have been prepared on the basis of assumptions
believed by the Company to be reasonable as of the date of the projections;


(c)           there are no material facts or circumstances which have not been
disclosed to the Lenders in writing prior to the date of the Business Plan and
which would make any material factual information referred to in (a) above
untrue, inaccurate or misleading in any material respect as at the date of the
Business Plan, or any such opinions, projections, or assumptions referred to in
(b) below misleading in any material respect as at the date of the Business
Plan.


16.12      No misleading
information


To the best of its knowledge
after due enquiry:


(a)           any factual information contained in the Information Memorandum or the
Information Package was true and accurate in all material respects as at the
date of the relevant report or document containing the information or (as the
case may be) as at the date the information is expressed to be given;


(b)           any financial projection or forecast contained in the Information
Memorandum or the Information Package has been prepared on the basis of recent
historical information and on the basis of reasonable assumption and was fair
(as at the date of the relevant report or document containing the projection or
forecast) and arrived at after careful consideration;


(c)           the expressions of opinion or intention provided by or on behalf of an
Obligor for the purposes of the Information Memorandum or the Information
Package were made after careful consideration and (as at the date of the
relevant report or document containing the expression of opinion or intention)
were fair and based on reasonable grounds; and


(d)           no event or circumstance has occurred or arisen and no information has
been omitted from the Information Memorandum or the Information Package and no
information has been given or withheld that results in the information, opinions,
intentions, forecasts or projections contained in the Information Memorandum or
the Information Package being untrue or misleading in any material respect as
at the date of that Information Memorandum or Information Package.


16.13      Tax liabilities


(a)           No claims are being asserted against it or any member of the Group with
respect to Taxes which are reasonably likely to be determined adversely to it
or to such member of the Group and which, if adversely determined, would or is
reasonably likely to have a Material Adverse Effect.


(b)           It is not materially overdue in the filing of any Tax returns required
to be filed by it (where such late filing might result in any material fine or
penalty on it) and it has paid within any period required by law all Taxes
shown to be due on any Tax returns required to be filed by it or on any
assessments made against it (other than Tax liabilities being contested by it
in good faith and where it has made adequate reserves for such liabilities or
where such overdue filing, or non-payment, or a claim for payment, of which in
each such case would not have or be reasonably likely to have a Material
Adverse Effect).



 62
 









16.14      Security Interests


Its execution and delivery of
this Agreement does not necessitate and will not result in the creation or
imposition of any Security Interest over any of its material assets or those of
any member of the Group (except for any Security Interest created pursuant to
the Security Documents).


16.15      Intellectual
Property Rights


(a)           It (and each member of the Group) owns or has the legal right to use all
the Intellectual Property Rights which are required for the conduct of the
business of the Group as a whole from time to time or are required by it (or
such member) in order for it to carry on such business as it is then being
conducted, except where the failure to do so would not have or be reasonably
likely to have a Material Adverse Effect.


(b)           As far as it is aware it does not (nor does any member of the Group), in
carrying on its business, infringe any Intellectual Property Rights of any
third party in any way which would or is reasonably likely to have a Material
Adverse Effect.


(c)           None of the Intellectual Property Rights owned by any member of the
Group is, to its knowledge, being infringed nor, to its knowledge, is there any
threatened infringement of those Intellectual Property Rights, by any third
party which, in either case, would or is reasonably likely to have a Material
Adverse Effect.


(d)           All registered Intellectual Property Rights owned by it (or any member
of the Group) are subsisting and all actions (including payment of all fees)
required to maintain the same in full force and effect have been taken except
where the absence of such rights or the failure to take any such action would not
have or be reasonably likely to have a Material Adverse Effect.


16.16      Environmental laws


(a)           It and each other member of the Group:


(i)            have obtained all requisite Environmental Approvals required for the
carrying on of its business as currently conducted;


(ii)           have at all times complied with the terms and conditions of such
Environmental Approvals; and


(iii)          have at all times complied with all other applicable Environmental Law,


which in each such case, if
not obtained or complied with, would or is reasonably likely to have a Material
Adverse Effect.


(b)           There is no Environmental Claim in existence, pending or, to the best of
its knowledge, threatened, against it which is reasonably likely to be decided
against it and which, if so decided, would or is reasonably likely to have a
Material Adverse Effect.


(c)           So far as it is aware, no Dangerous Substance has been used, disposed
of, generated, stored, transported, dumped, released, deposited, buried or
emitted at, on, from or under any premises (whether or not owned, leased,
occupied or controlled by it or any member of the Group and including any
offsite waste management or disposal location utilised by it or any member of
the Group) in circumstances where this would be reasonably likely to result in
a liability on it which would or is reasonably likely to have a Material
Adverse Effect.



 63
 









16.17      Ownership of assets


It and each member of the
Group has good title to or valid leases or licences of or is otherwise entitled
to use all assets necessary to conduct its business except where the failure to
do so would not have or be reasonably likely to have a Material Adverse Effect.


16.18      Material Contracts


(a)           Each Material Contract to which any member of the Group is a party
constitutes, or will when executed constitute, the legal, valid and binding
obligation of such member, subject to the application of any relevant
insolvency, bankruptcy or similar laws or other laws affecting the interests of
creditors generally, enforceable against it in accordance with its terms, save
where failure so to constitute would not have a Material Adverse Effect.


(b)           No member of the Group is in breach of any of its material obligations
under any Material Contract to which such member is a party, nor (to the best
of its knowledge and belief), is any other party thereto, in each case in such
a manner or to such an extent as would or is reasonably likely to have a
Material Adverse Effect.  To the best of
its knowledge and belief there is no material dispute between any member of the
Group and any other party to a Material Contract and there have been no
amendments to any Material Contract in the form provided to the Facility Agent
prior to the date of this Agreement which would or is reasonably likely to have
a Material Adverse Effect.


16.19      ERISA


Neither it nor any member of
the Group or ERISA Affiliate maintains, contributes to or has any obligation to
contribute to or any liability under, any Plan, or in the past five years has
maintained or contributed to or had any obligation to, or liability under, any
Plan.


16.20      United States
Regulations


Neither it nor any member of
the Group is:


(a)           a public utility as defined in the United States Federal Power Act of
1920; or subject to regulation thereunder;


(b)           required to be registered as an investment company as defined in the
United States Investment Company Act of 1940 or subject to regulation
thereunder; or


(c)           subject to regulation under any United States Federal or State law or
regulation that limits its ability to incur or guarantee indebtedness.


16.21      Anti-Terrorism Laws


To the best of its knowledge,
neither it nor any member of the Group:


(a)           is, or is controlled by, a Designated Party;


(b)           has received funds or other property from a Designated Party; or


(c)           is in material breach of or is the subject of any action or
investigation under any Anti-Terrorism Law.



 64
 









It and each of its Affiliates
have taken commercially reasonable measures to ensure compliance with the
Anti-Terrorism Laws.


16.22      Margin stock


(a)           (In the case of the Borrowers only) the proceeds of the Facilities have
been and will be used only for the purposes described in Clause 3 (Purpose).


(b)           Neither it nor any member of the Group is engaged principally in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulations U and X of the Board of Governors of
the United States Federal Reserve System), and no portion of any Loan has been
or will be used, directly or indirectly, to purchase or carry margin stock or
to extend credit to others for the purpose of purchasing or carrying margin
stock.


16.23      Times for making
representations and warranties


(a)           The representations and warranties set out in this Clause 16
(Representations and Warranties) are made by each Original Obligor on the date
of this Agreement and (except for Clauses 16.7 (Authorisations), 16.9 (No
material adverse change), 16.10 (Litigation and insolvency proceedings), 16.11
(Business Plan), 16.12 (No misleading information), 16.13 (Tax Liabilities),
16.14 (Security Interests), 16.17 (Ownership of assets), and 16.19 (ERISA) are
deemed to be made again by each relevant Obligor on the date of each Request,
the first day of each Term and on each Utilisation Date with reference to the
facts and circumstances then existing.


(b)           The representations and warranties set out in this Clause 16
(Representations and Warranties) (except Clauses 16.8 (Financial statements),
16.9 (No material adverse change), 16.11 (Business Plan) and 16.12 (No
misleading information) are repeated by each Additional Obligor with respect to
itself on the date of the Accession Agreement relating to that Additional
Obligor, with reference to the facts and circumstances then subsisting.


(c)           The representation and warranty in Clause 16.11 (Business Plan) will be
deemed to be repeated on the date any updated Business Plan is delivered to the
Facility Agent by the Company, but only in respect of that updated Business
Plan, by reference to the facts and circumstances existing on the relevant
date.


(d)           The representation and warranty in 16.12 (No misleading information)
will be made on the date of this Agreement and deemed to be made on the earlier
of: (i) the date on which the Company confirms to the Facility Agent that it
has approved the Information Package; and (ii) 12 October 2007.


(e)           When a representation and warranty is repeated, it is applied to the
circumstances existing at the time of repetition.


17.          Information Covenants


17.1        Financial
statements


(a)           The Obligors must supply to the Facility Agent in sufficient copies for
all the Lenders:


(i)            the audited consolidated financial statements for the Reporting Entity
for each of its financial years commencing with 2007; and



 65
 









(ii)           the unaudited quarterly consolidated management accounts of the
Reporting Entity for each of its financial quarters in each of its financial
years commencing with the quarter ended 30 September 2007.


(b)           All financial statements must be supplied as soon as they are available
and:


(i)            in the case of the Reporting Entity's audited financial statements,
within 150 days; and


(ii)           in the case of the quarterly financial statements of the Reporting
Entity, within 60 days (or, in the case of the quarterly financial statements
of the Reporting Entity for its fourth financial quarter, within 150 days),


of the end of the relevant
financial period.


17.2        Form of financial
statements


(a)           The Company must ensure that each set of financial statements of the
Reporting Entity supplied under this Agreement gives (if audited) a true and
fair view of, or (if unaudited) fairly represents, the financial condition
(consolidated or otherwise) of the relevant person as at the date to which
those financial statements were drawn up.


(b)           The Company must notify the Facility Agent of any change to the basis of
which any consolidated financial statements are prepared, such changes only to
be made to reflect a change in Accounting Principles.


(c)           If requested by the Facility Agent, the Company must supply to the
Facility Agent a statement (providing reasonable detail) with such financial
statements either:


(i)            confirming that the change(s) would have no effect on the operation of
the ratios set out in Clause 18 (Financial Covenants); or


(ii)           unless otherwise agreed in writing by the Facility Agent (acting upon
the instructions of the Majority Lenders), if the change(s) would have such an
effect, containing a reconciliation demonstrating the effect of the change(s)
(and, for the purpose of calculating the ratios set out in Clause 18 (Financial
Covenants), such financial statements will be treated as though adjusted by
that reconciliation so as to exclude the effect of the changes).


17.3        Compliance
Certificate


(a)           The Company must supply to the Facility Agent a Compliance Certificate
with each set of its financial statements sent to the Facility Agent under this
Agreement.


(b)           A Compliance Certificate must be signed by a director of the Company.


17.4        Budgets


The Company must supply to the
Facility Agent not later than 90 days after the last day of each of its
financial years, an annual budget for the immediately following financial year.



 66
 









17.5        Information –
miscellaneous


The Obligors must supply to
the Facility Agent, in sufficient copies for all the Lenders if the Facility
Agent so requests:


(a)           copies of all documents despatched by any of the Obligors to its
creditors generally at the same time as they are despatched;


(b)           promptly upon becoming aware of them, details of any litigation,
arbitration or administrative proceedings which are current, threatened or
pending and which might, if adversely determined, have a Material Adverse
Effect;


(c)           a copy of any material report or other notice, statement or circular,
sent or delivered by any member of the Group whose shares are pledged to the
Security Agent pursuant to any Security Document to any person in its capacity
as shareholder of such member of the Group, which materially adversely effects
the interest of the Finance Parties under such Security Document; and


(d)           promptly on request, such further information regarding the financial
condition and operations of the Group as any Finance Party through the Facility
Agent may reasonably request.


17.6        Notification of
Default


(a)           Unless the Facility Agent has already been so notified by another
Obligor, each Obligor must notify the Facility Agent of any Default (and the
steps, if any, being taken to remedy it) promptly upon becoming aware of its
occurrence.


(b)           Promptly on request by the Facility Agent, the Company must supply to
the Facility Agent a certificate, signed by two of its authorised signatories
on its behalf, certifying that no Default is outstanding or, if a Default is
outstanding, specifying the Default and the steps, if any, being taken to
remedy it.


(c)           Any Obligor must promptly upon becoming aware of it notify the Facility
Agent of:


(i)            any Reportable Event;


(ii)           the termination of or withdrawal from, or any circumstances reasonably
likely to result in the termination of or withdrawal from, any Plan subject to
Title IV of ERISA; and


(iii)          material non-compliance with any law or regulation relating to any Plan
which would or is reasonably likely to have a Material Adverse Effect.


17.7        Inspection rights


Each Obligor shall, if
required by the Facility Agent (acting on the instructions of the Majority
Lenders), at any time whilst an Event of Default is continuing or the Facility
Agent has reasonable grounds to believe that an Event of Default may exist and
at other times if the Facility Agent has reasonable grounds for such request,
permit representatives of the Facility Agent upon reasonable prior written
notice to the Company to:


(a)           visit and inspect the properties of any member of the Group during
normal business hours;



 67
 









(b)           inspect its books and records other than records which the relevant
member of the Group is prohibited by law, regulation or contract from
disclosing to the Facility Agent; and


(c)           discuss with its principal officers and Auditors its business, assets,
liabilities, financial position, results of operations and business prospects
provided that (i) any such discussion with the Auditors shall only be on the
basis of the audited financial statements of the Group and any compliance
certificates issued by the Auditors and (ii) representatives of the Company
shall be entitled to be present at any such discussion with the Auditors.


17.8        Know your customer
requirements


(a)           Each Obligor must promptly on the request of any Finance Party supply to
that Finance Party any documentation or other evidence which is reasonably
requested by that Finance Party (whether for itself, on behalf of any Finance
Party or any prospective new Lender) to enable a Finance Party or prospective
new Lender to carry out and be satisfied with the results of all applicable
know your customer requirements.


(b)           Each Lender must promptly on the request of the Facility Agent supply to
the Facility Agent any documentation or other evidence which is reasonably
required by the Facility Agent to carry out and be satisfied with the results
of all know your customer requirements.


17.9        Use of websites


(a)           Except as provided below, the Company may deliver any information under
this Agreement to a Lender by posting it on to an electronic website if:


(i)            the Facility Agent, in consultation with the Lenders, agrees;


(ii)           the Company and the Facility Agent designate an electronic website for
this purpose;


(iii)          the Company notifies the Facility Agent of the address of and password
for the website; and


(iv)          the information posted is in a format agreed between the Company and the
Facility Agent.


The Facility Agent must supply
each relevant Lender with the address of and password for the website.


(b)           Notwithstanding the above, the Company must supply to the Facility Agent
in paper form a copy of any information posted on the website together with
sufficient copies for:


(i)            any Lender not agreeing to receive information via the website; and


(ii)           any other Lender, if that Lender so requests.


(c)           the Company must promptly upon becoming aware of its occurrence, notify
the Facility Agent if:


(i)            the website cannot be accessed;



 68
 









(ii)           the website or any information on the website is infected by any
electronic virus or similar software;


(iii)          the password for the website is changed; or


(iv)          any information to be supplied under this Agreement is posted on the
website or amended after being posted.


If the circumstances in
paragraph (i) or (ii) above occur, the Company must supply any information
required under this Agreement in paper form.


18.          Financial Covenants


18.1        Interpretation


(a)           Except as provided to the contrary in this Agreement, an accounting term
used in this Clause is to be construed in accordance with Accounting Principles
on which the preparation of the Original Financial Statement was based.


(b)           No item must be credited or deducted more than once in any calculation
under this Clause.


18.2        Net Total Debt to
Consolidated Annualised EBITDA


The Company must ensure that
the ratio of Net Total Debt to Consolidated Annualised EBITDA for each
Measurement Period:


(a)           up to and including the Measurement Period ending on 31 December 2009 is
not greater than 6.25:1; and


(b)           ending after 31 December 2009 is not greater than 6.00:1.


18.3        Consolidated EBITDA
to Total Cash Interest


The Company must ensure that
the ratio of Consolidated EBITDA to Total Cash Interest for each Measurement
Period is not less than 2.10:1.


18.4        Calculations


For the purposes of Clause
18.2 (Net Total Debt to Consolidated Annualised EBITDA), Net Total Debt for any
Measurement Period will be calculated on the basis of Net Total Debt
outstanding on the last day of that Measurement Period.


18.5        Cure provisions


(a)           The Company may cure a breach of the financial ratios set out in Clause
18.2 (Net Total Debt to Consolidated Annualised EBITDA) and Clause 18.3
(Consolidated EBITDA to Total Cash Interest) by procuring that additional
equity is injected into the Group by one or more Restricted Persons and/or
additional Subordinated Shareholder Loans are provided to the Group in an
aggregate amount equal to:


(i)            in the case of a breach of Clause 18.2 (Net Total Debt to Consolidated
Annualised EBITDA), the amount which, if it had been deducted from Net Total
Debt for the Measurement Period in respect of which the breach arose, would
have avoided the breach;



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(ii)           in the case of a breach of Clause 18.3 (Consolidated EBITDA to Total
Cash Interest), the amount which, if it had been applied to prepay Loans in
accordance with paragraph b(ii) below immediately prior to the start of the
Measurement Period in respect of which the breach arose (recalculating Total
Cash Interest accordingly), would have avoided the breach; or


(iii)          in the case of a breach of both Clauses 18.2 (Net Total Debt to
Consolidated Annualised EBITDA) and 18.3 (Consolidated EBITDA to Total Cash
Interest), the higher of the relevant amount referred to in (i) or (ii) above.


(b)           A cure under paragraph (a) above will not be effective unless:


(i)            the required amount of additional equity or the proceeds of Subordinated
Shareholder Loans is received by the Group before delivery of the financial
statements delivered under Clause 17.1(a) (Financial statements) which show
that Clause 18.2 (Net Total Debt to Consolidated Annualised EBITDA) or Clause
18.3 (Consolidated EBITDA to Total Cash Interest) has been breached; and


(ii)           the proceeds of the relevant additional equity or Subordinated
Shareholder Loans are applied in full in or towards repayment or prepayment of:



(A)          in the case of a cure in respect of a breach of the financial ratio set
out in Clause 18.2 (Net Total Debt to Consolidated Annualised EBITDA), Revolving
Loans; or


(B)           in the case of a cure in respect of a breach of the financial ratio set
out in Clause 18.3 (Consolidated EBITDA to Total Cash Interest), Loans,


in each case in accordance
with Clause 7 (Prepayment and Cancellation) and, to the extent of any surplus
after such repayment or prepayment for the purposes of the Permitted Business.


(c)           No cure may be made under this Clause 18.5:


(i)            in respect of more than five Measurement Periods during the life of the
Facilities; or


(ii)           in respect of consecutive Measurement Periods.


18.6        Determinations


(a)           Financial Indebtedness of the Group originally denominated in any
currency other than euro that has been swapped, directly or indirectly through
one or more foreign exchange hedging transactions, into euro, will be taken
into account at its euro equivalent using the effective exchange rate in the
relevant foreign exchange hedging transactions.


(b)           Notwithstanding paragraph (a) and Clause 18.1(a) (Interpretation),
Hedged Debt (as defined below) will be taken into account at its euro
equivalent calculated using the same weighted average exchange rates for the
relevant Measurement Period used in the profit and loss statements of the
relevant accounts of the Group for calculating the euro equivalent of EBITDA
denominated in the same currency as the currency in which that Hedged Debt is
denominated or into which it has been swapped, as described below.



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Hedged
Debt means:


(i)            Financial Indebtedness of the Group originally denominated in any
currency other than euro in which any member of the Group earns EBITDA (a functional currency) and that has not been
swapped, directly or indirectly through one or more foreign exchange hedging
transactions, into euro; and


(ii)           Financial Indebtedness of the Group that has been swapped, directly or
indirectly through one or more foreign exchange hedging transactions, into a
functional currency.


(iii)          If there is a dispute as to any interpretation of or computation for
Clause 18 (Financial Covenants), the interpretation or computation of the
Company shall prevail.


18.7        Material
Subsidiaries


(a)           Subject to paragraph (d) below, the Company shall procure that, at all
times, the aggregate gross assets, earnings before interest, tax, depreciation
and amortisation or turnover, of the Obligors (on an unconsolidated basis and
excluding intra group items) equal or exceed, respectively 85 per cent. of the
Consolidated EBITDA, consolidated gross assets or consolidated turnover (as
appropriate) of the Company (excluding intra group items).


(b)           For this purpose:


(i)            the gross assets, earnings before interest, tax, depreciation and
amortisation or turnover of a Subsidiary of the Company will be determined from
its financial statements (unconsolidated if it has Subsidiaries) upon which the
latest consolidated financial statements of the Company that have been
delivered to the Facility Agent are based;


(ii)           if a Subsidiary of the Company becomes such a Subsidiary of the Company
after the date on which the latest financial statements of the Company have been
prepared that have been delivered to the Facility Agent, the gross assets,
earnings before interest, tax, depreciation and amortisation or turnover of
that Subsidiary will be determined from its latest financial statements;


(iii)          the consolidated gross assets, Consolidated EBITDA or consolidated
turnover of the Company will be determined from its latest financial statements
that have been delivered to the Facility Agent, adjusted (where appropriate) to
reflect the gross assets, earnings before income tax, depreciation and
amortisation or turnover of any company or business subsequently acquired or
disposed of; and


(iv)          if a Material Subsidiary disposes of all or substantially all of its
assets to another member of the Group, it will immediately cease to be a
Material Subsidiary and the other Subsidiary (if it is not already) will
immediately become a Material Subsidiary; the subsequent financial statements
of those Subsidiaries and the Company will be used to determine whether those
Subsidiaries are Material Subsidiaries or not.


(c)           Subject to paragraph (d) below, the Company must ensure that each
Material Subsidiary becomes a Guarantor within 30 days of the delivery to the
Facility Agent of the first financial statements and the accompanying
Compliance Certificate pursuant to Clause 17 (Information Covenants) which
confirm that such Material Subsidiary has become a Material Subsidiary.


(d)           Guarantors will not be required to give guarantees or enter into
Security Documents if that would contravene any legal prohibition or result in
a risk of personal or criminal liability on 



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the part of any officer
provided that the Guarantor shall use all reasonable endeavours to overcome any
such obstacle.


19.          General Covenants


19.1        General


Each Obligor agrees to be
bound by the covenants set out in this Clause relating to it and, where the
covenant is expressed to apply to each member of the Group, each Obligor must
ensure that each of its Subsidiaries performs that covenant.


19.2        Authorisations


Each Obligor must:


(a)           obtain or cause to be obtained, maintain and comply with the terms of:


(i)            every material consent, authorisation, licence or approval of, or filing
or registration with or declaration to, governmental or public bodies or
authorities or courts; and


(ii)           every material notarisation, filing, recording, registration or
enrolment in any court or public office,


in each case required under
any law or regulation to enable it to perform its obligations under, or for the
validity, enforceability or admissibility in evidence of any Finance Document
to which it is a party; and


(b)           obtain or cause to be obtained every Necessary Authorisation and ensure
that:


(i)            none of the Necessary Authorisations is revoked, cancelled, suspended,
withdrawn, terminated, expires and is not renewed or otherwise ceases to be in
full force and effect; and


(ii)           no Necessary Authorisation is modified and no member of the Group
commits any breach of the terms or conditions of any Necessary Authorisation,


which, in each case, would or
is reasonably likely to have a Material Adverse Effect.


19.3        Compliance with
laws


Each Obligor will, and will
procure that each member of the Group will, comply in all material respects
with all applicable laws, rules, regulations and orders of any governmental
authority having jurisdiction over it or any of its assets except where failure
to do so would not be reasonably likely to have a Material Adverse Effect.


19.4        Pari passu ranking


Each Obligor must ensure that
its payment obligations under the Finance Documents rank at least pari passu
with all the claims of its other present and future unsecured and
unsubordinated creditors (save for those obligations mandatorily preferred by
law applying to companies generally).



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19.5        Negative pledge


Each Obligor will not permit any
Security Interest (other than the Permitted Security Interests) by any member
of the Group to subsist, arise or be created or extended over all or any part
of their respective present or future undertakings, assets, rights or revenues
to secure or prefer any present or future indebtedness of any member of the
Group or any other person.


19.6        Disposals


(a)           Except as provided below, no Obligor or member of the Group may, either
in a single transaction or in a series of transactions and whether related or not
and whether voluntary or involuntary, dispose of any asset.


(b)           Paragraph (a) above does not apply to any Permitted Disposal.


19.7        Financial
Indebtedness


(a)           Except as provided below, each Obligor shall ensure that no member of
the Group may incur or otherwise permit to remain outstanding any Financial
Indebtedness.


(b)           Paragraph (a) above does not apply to Permitted Financial Indebtedness.


19.8        Permitted Business


Each Obligor will ensure that
it and its Subsidiaries which are members of the Group engage:


(a)           in no material activity outside the Permitted Business; and/or


(b)           in the business of acting as the holder of shares and/or interests in
other members of the Group (which shall include the raising of Permitted
Financial Indebtedness and the on-lending of such Financial Indebtedness to its
Subsidiaries in accordance with the provisions of this Agreement and the entry
into of hedging arrangements on behalf of its Subsidiaries).


19.9        Change of business


Each Obligor must ensure that
no member of the Group makes any substantial change to the general nature of
the business of the Group from that carried on at the date of this Agreement.


19.10      Acquisitions and
mergers


(a)           No Obligor will, and each Obligor will procure that none of its
Subsidiaries will, make any Restricted Acquisition other than any Permitted
Acquisition, Permitted Joint Venture and any Permitted Transaction.


(b)           Each Obligor will not merge or consolidate with any other company or
person and will procure that no member of the Group will merge or consolidate
with any other company or person save for:


(i)            Restricted Acquisitions permitted by paragraph (a) above and disposals
permitted by Clause 19.6 (Disposals); or


(ii)           with the prior written consent of the Facility Agent (acting on the
instructions of the Majority Lenders); or



 73
 









(iii)          mergers between any member of the Group with any or all of the other
members of the Group (Original Entities),
into one or more entities (each a Merged
Entity) provided that:


(A)          reasonable details of the proposed merger in order to demonstrate
satisfaction with subparagraphs (B) to (E) below are provided to the Facility
Agent within 30 days after the date on which the merger is entered into;


(B)           such Merged Entity will be a member of the Group and will be liable for the
obligations of the relevant Original Entities (including the obligations under
this Agreement and the Security Documents), which obligations remain unaffected
by the merger, and entitled to the benefit of all rights of such Original
Entities;


(C)           (if all or any part of the share capital of any of the relevant Original
Entities was charged pursuant to a Security Document) the equivalent part of
the issued share capital of such Merged Entity is charged pursuant to a
Security Document on terms of at least an equivalent nature and equivalent
ranking as any Security Document relating to the shares in each relevant
Original Entity within 60 days of the merger;


(D)          any possibility of the Security Documents referred to in
subparagraph (C) above being challenged or set aside is not materially
greater than any such possibility in relation to the Security Documents entered
into by, or in respect of the share capital of, any relevant Original Entity;
and


(E)           all the property and other assets of the relevant Original Entities are
vested in the Merged Entity and the Merged Entity has assumed all the rights
and obligations of the relevant Original Entities under any relevant Material
Contracts, material Necessary Authorisations and other licences or
registrations (to the extent reasonably necessary for the business of the
relevant Original Entities) granted in favour of the Original Entities and/or
all such rights and obligations have been transferred to the Merged Entity
and/or the relevant Material Contracts, Necessary Authorisations and other
licences or registrations (to the extent reasonably necessary for the business
of the relevant Original Entities) granted in favour of the Original Entities
have been reissued to the Merged Entity,


except that the requirements
of paragraphs (B) to (E) above will not apply in respect of any merger between
Original Entities:


I.              both of which are not Obligors; and


II.            neither one of which is party to a Security Document, neither one of
whose share capital is charged pursuant to a Security Document and neither one
of whom owes any receivables to another member of the Group which are pledged
pursuant to a Security Document.


19.11      Environmental
matters


(a)           Each Obligor will and will procure that each of its Subsidiaries will:


(i)            obtain all requisite Environmental Approvals;



 74
 









(ii)           comply with the terms and conditions of all Environmental Approvals
applicable to it; and


(iii)          comply with all other applicable Environmental Law,


in each case where failure to
do so would or is reasonably likely to have a Material Adverse Effect;


(b)           Each Obligor will and will procure that each of its Subsidiaries will,
promptly upon receipt of the same, notify the Facility Agent of any claim,
notice or other communication served on it in respect of any alleged breach of,
or corrective or remedial obligation or liability under, any Environmental Law
which, if substantiated, would or is reasonably likely to either have a
Material Adverse Effect or result in any liability for a Finance Party.


19.12      Treasury transactions


Each Obligor will not, and
will procure that no member of the Group will, enter into any interest rate or
currency swaps, other interest rate or currency derivative transactions or
other hedging arrangements other than:


(a)           transactions and arrangements entered into by any Obligor with a Hedging
Bank directly relating to the management of interest rate and/or currency
exchange rate risk arising out of any Financial Indebtedness of any member of
the Group permitted to subsist by the terms of this Agreement (or transactions
and arrangements relating to interest rate or currency swaps, other interest
rate or currency derivative transactions or other hedging arrangements that
themselves relate to the management of interest rate and/or currency exchange
rate risk arising out of any Financial Indebtedness of any member of the Group
permitted to subsist by the terms of this Agreement), in each case excluding
any such transactions or arrangements that directly or indirectly relate to
Subordinated Shareholder Loans; and


(b)           transactions and arrangements entered into by any Obligor with a Hedging
Bank directly relating to the management of currency exchange risk arising out
of income denominated in a currency other than euro.


19.13      Restricted payments


Each Obligor will not, and
will procure that no member of the Group will, make any Restricted Payments
other than Permitted Payments or enter into any transaction with a Restricted
Person other than on bona fide arm's length commercial terms or on terms which
are fair and reasonable and in the best interests of the Group.


19.14      Insurance


Each Obligor will, and will
procure that each member of the Group will, insure its assets and business to
such an extent and against such risks as a prudent company engaged in a similar
business would insure.


19.15      Loans and
guarantees


Each Obligor will not, and
will procure that no member of the Group will make any loans, grant any credit
or give any guarantee, to or for the benefit of, or enter into any transaction
having the effect of lending money to, any person, other than:



 75
 









(a)           loans from a member of the Group to another member of the Group provided
that no Obligor shall make a loan to any other member of the Group unless such
Obligor has already entered into a pledge of receivables which creates an
effective pledge in favour of the Security Agent in relation to such loan or,
within 60 days of making the loan:


(i)            such Obligor has entered into an Obligor Pledge of Receivables which
creates an effective pledge in favour of the Security Agent in relation to such
loan and provided the Security Agent with such evidence as it may reasonably
request as to the power and authority of such Obligor to enter into such
Obligor Pledge of Receivables and that such Obligor Pledge of Receivables constitutes
valid and legally binding obligations of such Obligor enforceable in accordance
with its terms subject (to the extent possible) to substantially similar
qualifications to those made in the legal opinions referred to in Schedule 2
(Conditions Precedent Documents); and


(ii)           the relevant member of the Group to whom the loan has been made has
given a notification of pledge to the Security Agent in respect of such loan;


(b)           as permitted by Clause 19.7 (Financial Indebtedness);


(c)           normal trade credit in the ordinary course of business;


(d)           guarantees given:


(i)            by any Obligor in respect of the liabilities of another Obligor;


(ii)           by a member of the Group in respect of the liabilities of an Obligor;


(iii)          by a member of the Group (which is not an Obligor) in respect of the
liabilities of another member of the Group (which is not an Obligor);


(iv)          by an Obligor in respect of the liabilities of any other member of the
Group to the extent that such liabilities could have been incurred by such
Obligor directly without breaching this Agreement;


(e)           to the extent that the same constitute Permitted Payments or a Permitted
Disposal (not being a Permitted Disposal of cash or cash equivalents);


(f)            loans, the granting of credit, guarantees and other transactions having
the effect of lending money (each a Lending
Transaction) from a member of the Group, in connection with an
acquisition by that member which is permitted by Clause 19.10
(Acquisitions and mergers), to the relevant person being acquired or one or
more of its Subsidiaries, provided that the aggregate outstanding principal
amount of all Lending Transactions (which principal amount shall be deemed to
be no longer outstanding for this purpose at the time the beneficiary of the
relevant Lending Transaction becomes a member of the Group upon completion of
the relevant acquisition, provided such Lending Transaction was made to or in
favour of the person acquired or its Subsidiaries) shall not exceed
€100,000,000 at any time; and


(g)           Lending Transactions from a member of the Group to any person of the
proceeds of equity subscribed by any Restricted Person in, or Subordinated
Shareholder Loans provided to, such member (other than any such proceeds which
are otherwise applied in mandatory prepayment of any or all Facilities under
this Agreement).



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19.16      Holding Companies


The Company shall procure that
Telenet Group Holding NV and Holdco shall not trade, carry on any business, own
any asset or incur any liabilities except for:


(a)           the provision of administrative services (excluding treasury services)
to other members of the Group of a type customarily provided by a holding
company to its Subsidiaries; and


(b)           ownership of shares in its Subsidiaries, intra-Group debit balances,
intra-Group credit balances and other credit balances in bank accounts, cash
and cash equivalent investments.


19.17      Shareholder Loans


(a)           Each Obligor will procure that at any time a Restricted Person makes any
Financial Indebtedness (other than Permitted Payments) available to any member
of the Group, such Restricted Person shall enter into a Pledge of Subordinated
Shareholder Loans on terms and conditions satisfactory to the Facility Agent
and a Security Provider's Deed of Accession (each within 30 days of the date on
which any such Financial Indebtedness is made available to that member of the
Group) and provides (i) the Facility Agent with such documents and evidence as
it may reasonably require as to the power and authority of the Restricted
Person to enter into such Pledge of Subordinated Shareholder Loans and Security
Provider's Deed of Accession and that the same constitute valid and legally
binding obligations of such Restricted Person enforceable in accordance with
their terms subject (to the extent applicable) to substantially similar
qualifications to those made in the legal opinions referred to in Schedule 2
(Conditions Precedent Documents); and (ii) notification of such pledge to the
relevant member of the Group.


(b)           Each Obligor shall ensure that each Subordinated Shareholder Loan and
each shareholder loan entered into between an Obligor which is a party to an
Existing Security Document that creates a pledge over intercompany loan
receivables or an Obligor Pledge of Receivables as a creditor and a member of
the Group is documented as a loan between that borrower and lender and governed
by the law of the Kingdom of Belgium.


19.18      Intellectual
Property Rights


Except as otherwise permitted
by this Agreement, each Obligor will, and will procure that each of its
Subsidiaries will:


(a)           make such registrations and pay such fees and similar amounts as are
necessary to keep those registered Intellectual Property Rights owned by any
member of the Group and which are material to the conduct of the business of
the Group as a whole from time to time;


(b)           take such steps as are necessary and commercially reasonable (including,
without limitation, the institution of legal proceedings) to prevent third
parties infringing those Intellectual Property Rights referred to in paragraph
(a) above and (without prejudice to paragraph (a) above) take such other steps
as are reasonably practicable to maintain and preserve its interests in those
rights, except where failure to do so will not have or be reasonably likely to
have a Material Adverse Effect;


(c)           ensure that any licence arrangements in respect of the Intellectual
Property Rights referred to in paragraph (a) above entered into with any third
party are entered into on 



 77
 









arm's length terms and in the ordinary course of business (which shall
include, for the avoidance of doubt, any such licensing arrangements entered
into in connection with outsourcing on normal commercial terms) and will not
have or be reasonably likely to have a Material Adverse Effect;


(d)           not permit any registration of any of the Intellectual Property Rights
referred to in paragraph (a) above to be abandoned, cancelled or lapsed or to
be liable to any claim of abandonment for non-use or otherwise to the extent
the same would or is reasonably likely to have a Material Adverse Effect; and


(e)           pay all fees, and comply with each of its material obligations under,
any licence of Intellectual Property Rights which are material to the conduct
of the business of the Group as a whole from time to time.


19.19      Share capital


Each Obligor will not, and
will procure that no member of the Group (other than in respect of such other
members of the Group in order to permit a solvent reorganisation permitted
under Clause 19.10(b)(iii) (Acquisitions and mergers)) will, reduce its capital
or purchase or redeem any class of its shares or any other ownership interest
in it, except to the extent the same constitutes a Permitted Payment or in the
case of members of the Group other than the Obligors, is otherwise permitted by
Clause 19.13 (Restricted payments).


19.20      Share security


Each Obligor will not, and
will procure that no member of the Group will, issue any shares of any class
provided that:


(a)           any member of the Group may issue shares to or otherwise acquire
additional rights from any other member of the Group so long as (if any of the
existing shares in the relevant member of the Group are charged or pledged in
favour of any Beneficiary) such shares are charged or pledged in favour of the
Beneficiaries pursuant to the terms of a Security Document and there are
delivered at the same time to the Security Agent the relevant share certificates
and blank stock transfer forms (or equivalent documents, if any) in respect
thereof together with such other documents and evidence and legal opinions as
the Security Agent may reasonably require;


(b)           the Company may issue shares to Holdco provided that such shares are
charged or pledged in favour of the Beneficiaries pursuant to the terms of a
Security Document and there are delivered at the same time to the Security
Agent the relevant share certificates and blank stock transfer forms (or
equivalent documents, if any) in respect thereof together with such other
documents and evidence and legal opinions as the Security Agent may reasonably
require;


(c)           any member of the Group may issue shares pursuant to the exercise of
Approved Stock Options;


(d)           a member of the Group may issue shares as part of a Majority Acquisition
or merger or consolidation or JV Minority Acquisition permitted by Clause 19.10
(Acquisitions and mergers), provided that the issue of such shares does not
cause the Company to cease, directly or indirectly, to own 75 per cent or more.
of the issued share capital of that member of the Group.



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19.21      Financial year end


Each Obligor will, and will
procure that its Subsidiaries which are members of the Group will, maintain a
financial year end of 31 December save with the prior written consent of the
Facility Agent (acting on the instructions of the Majority Lenders in each case
not to be unreasonably withheld).


19.22      Capital expenditure


Each Obligor will not, and
will procure that no member of the Group will, incur any material Capital
Expenditure other than in relation to the Permitted Business.


19.23      Constitutive
documents


Each Obligor will not, and
will procure that no member of the Group will, amend its constitutive documents
in any way which would or is reasonably likely to materially adversely affect
(in terms of value, enforceability or otherwise) any charge or pledge over the
shares or partnership interest of any member of the Group granted to the
Beneficiaries pursuant to the Security Documents.


19.24      ERISA


Each Obligor will, and will
procure that its Subsidiaries which are members of the Group will, give the
Facility Agent prompt notice of the adoption of, participation in or
contribution to any Plan by it or any ERISA Affiliate, or any action by any of
these to adopt, participate in or contribute to any Plan, or the incurrence by
any of them of any liability or obligation to any Plan.


19.25      U.S. Borrowers


(a)           Each Borrower will ensure that the proceeds of any loan made to a U.S.
Borrower and the proceeds of any drawing made by a U.S. Borrower shall be
invested by way of intercompany loan or equity subscription in one or more
other members of the Group within five Business Days of receipt of such
proceeds or, as the case may be, the relevant Utilisation Date.


(b)           each Obligor will ensure that any intercompany loan made by a U.S.
Borrower to any Obligor or any Subsidiary of an Obligor which is a member of
the Group is made on bona fide arm's length commercial terms or on terms which
are fair and reasonable and in the best interests of that U.S. Borrower and
entered into in good faith.


(c)           Each Obligor will procure that no U.S. Borrower carries on any business
or activities other than acting as a U.S. Finance Vehicle.


20.          Default


20.1        Events of Default


Each of the events or
circumstances set out in this Clause is an Event of Default.



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20.2        Non-payment


An Obligor does not pay on the
due date any amount payable by it under the Finance Documents in the manner
required under the Finance Documents, unless the non-payment:


(a)           is caused by technical or administrative error; and


(b)           is remedied within three Business Days of the due date.


20.3        Breach of other
obligations


(a)           An Obligor does not comply with any of Clause 18 (Financial Covenants)
or any of Clauses 19.4 (Pari passu ranking), 19.5 (Negative pledge), 19.6
(Disposals), 19.10 (Acquisitions and mergers), 19.13 (Restricted payments),
19.15 (Loans and guarantees) or 19.20 (Share security); or


(b)           an Obligor does not comply with any other term of the Finance Documents
(other than any term referred to in Clause 20.2 (Non-payment) or in paragraph
(a) above), unless the non-compliance:


(i)            is capable of remedy; and


(ii)           is remedied within 30
days of the earlier of the Facility Agent giving notice of the breach to the
Company and any Obligor becoming aware of the non-compliance.


20.4        Misrepresentation


A representation or warranty
made or repeated by an Obligor in or in connection with any Finance Document or
in any document delivered by or on behalf of any Obligor under or in connection
with any Finance Document is incorrect or misleading in any material respect
when made or deemed to be repeated, unless the circumstances giving rise to the
misrepresentation or breach of warranty:


(a)           are capable of remedy; and


(b)           are remedied within 30 days of the earlier of the Facility Agent giving
notice and the Obligor becoming aware of the misrepresentation or breach of
warranty.


20.5        Cross-default and
cross acceleration


Any of the following occurs in
respect of a member of the Group, SuperHoldco or Holdco:


(a)           any of its Financial Indebtedness is not paid when due and payable
(after the expiry of any originally applicable grace period); or


(b)           any of its Financial Indebtedness:


(i)            becomes prematurely due and payable;


(ii)           is placed on demand; or


(iii)          is capable of being declared by or on behalf of a creditor to be
prematurely due and payable or of being placed on demand,



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in each case, as a result of
an event of default or any provision having a similar effect (howsoever
described); or


(c)           any commitment for its Financial Indebtedness is cancelled or suspended
as a result of an event of default or any provision having a similar effect
(howsoever described),


unless the aggregate amount of
Financial Indebtedness falling within all or any of paragraphs (a) to (c)
above is less than €50,000,000 or its equivalent.


20.6        Insolvency


(a)           Any of the following occurs in respect of a Material Group Member:


(i)            it is, or is deemed for the purposes of any law to be, unable to pay its
debts as they fall due or to be insolvent (is
in staat van staking van betalingen/est en état de cessation de paiments);


(ii)           it admits its inability to pay its debts as they fall due;


(iii)          it suspends making payments on any of its debts generally or announces
an intention so to do;


(iv)          by reason of actual or anticipated financial difficulties, it begins
negotiations with any creditors generally for the rescheduling of any of its
indebtedness; or


(v)           a moratorium is declared in respect of any of its indebtedness exceeding
€10,000,000 (or its equivalent) in aggregate.


(b)           United States of America:  any
Material Group Member which is formed, organised or incorporated under the laws
of the United States or any State of the United States or the District of
Columbia, or that resides or has a domicile, a place of business or property in
the United States (each a U.S. Obligor):


(i)            admits in writing its inability to, or be generally unable to, pay its
debts as such debts become due;


(ii)           makes a general assignment for the benefit of creditors;


(iii)          shall have had appointed a receiver, a custodian, trustee or similar
official for, or a receiver, custodian, trustee or similar official shall have
taken possession of, all or substantially all of its assets, in proceedings
brought by or against such Obligor or Material Subsidiary, and such appointment
shall not have been discharged or such possession shall not have been
terminated within 60 days after the effective date thereof or such Obligor or
Material Subsidiary shall have consented to or acquiesced in such appointment
or possession;


(iv)          shall have filed a petition for relief under the insolvency, bankruptcy
or similar laws of the United States of America or any state thereof, or an
involuntary petition for such relief shall have been filed against any such
Obligor or Material Subsidiary under such laws and shall not have been
dismissed or terminated within 60 days after such involuntary petition is filed;
or


(v)           shall have failed to have discharged or obtained a stay of any
proceeding to enforce, within a period of 45 days after the commencement
thereof, any attachment, 



 81















sequestration or similar
proceeding asserted against all or substantially all of the assets of such
Obligor or Material Subsidiary.


20.7        Insolvency
proceedings


(a)           Except as provided below, any of the following occurs in respect of a
Material Group Member:


(i)            any step is taken with a view to a moratorium or a composition,
assignment or similar arrangement with any of its creditors;


(ii)           a meeting of it is convened for the purpose of considering any
resolution for (or to petition for) its winding-up, administration, examination
or dissolution or any such resolution is passed;


(iii)          any person presents a petition or files documents with the appropriate
legal authorities for its winding-up, administration, examination, dissolution,
bankruptcy (faillite/faillissement)
or judicial composition (concordat
judiciaire/gerechtelijk akkoord);


(iv)          an order for its winding-up, administration, examination, dissolution,
bankruptcy (faillite/faillissement)
or judicial composition (concordat
judiciaire/gerechtelijk akkoord) is made;


(v)           any liquidator, trustee in bankruptcy, examination, judicial custodian,
compulsory manager, receiver, administrative receiver, administrator, voorlopig bewindvoerder/ administrateur judiciaire
or similar officer is appointed in respect of it;


(vi)          its directors or other officers request the appointment of a liquidator,
trustee in bankruptcy, examination, judicial custodian, compulsory manager,
receiver, administrative receiver, administrator or similar officer; or


(vii)         any other analogous step or procedure is taken in any jurisdiction.


(b)           Paragraph (a) above does not apply to:


(i)            any step or procedure which is part of a Permitted Transaction; or


(ii)           a petition for winding-up presented by a creditor which is being
contested in good faith and with due diligence or where steps are diligently
being taken to remedy the grounds for the petition and (in each case) the
relevant petition is discharged or struck out within 90 days (or within 30 days
of the end of any longer period applicable under an order of court staying
proceedings) or such longer period as the Majority Lenders may agree (acting
reasonably).


20.8        Creditors' process


Any attachment, sequestration,
execution, executory or conservatory seizure (uitvoerend
of bewarend beslag/saisie exécution ou conservatoire) or analogous
event affects any asset(s) of a Material Group Member, having an aggregate
value of €25,000,000, or more (in the case of a conservatory seizure or
sequestration) and (in the case of a conservatory seizure or sequestration) is
not discharged within 90 days.



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20.9        Similar proceedings


Anything which has an
equivalent effect to any of the events specified in Clauses 20.6 (Insolvency)
to 20.8 (Creditors' process) (inclusive) shall occur under the laws of any
applicable jurisdiction in relation to any member of the Borrower Group.


20.10      Cessation of
business


An Obligor or a member of the
Group ceases, or threatens to cease, to carry on business in circumstances
which would have a Material Adverse Effect except:


(a)           as part of a Permitted Transaction; or


(b)           as a result of any disposal allowed under this Agreement.


20.11      Effectiveness of
Finance Documents


(a)           It is or becomes unlawful for any Material Group Member or any
Subordinated Creditor to perform any of its obligations under the Finance
Documents.


(b)           The guarantee of any Guarantor or any Security Interest created by any
Security Documents is not effective or is alleged by an Obligor to be
ineffective for any reason.


(c)           Any Finance Document is not effective in accordance with its terms or is
alleged by an Obligor to be ineffective in accordance with its terms for any
reason.


(d)           An Obligor or Subordinated Creditor repudiates a Finance Document or
evidences an intention to repudiate a Finance Document.


20.12      Ownership of the
Obligors


An Obligor (other than the
Company) is not or ceases to be a Subsidiary of the Company other than as a
result of a Permitted Disposal or a Permitted Transaction.


20.13      Expropriation


The authority or ability of
any Obligor to conduct its business is wholly or substantially curtailed by any
seizure, expropriation, nationalisation, intervention or other action by or on
behalf of any governmental, regulatory or other authority or other person.


20.14      Intercreditor
Agreement


(a)           Any Obligor, member of the Group, SuperHoldco or Holdco does not perform
its obligations under, or breaches the terms of, the Intercreditor Agreement
unless the non-compliance:


(i)            is capable of remedy; and


(ii)           is remedied within 30
days of the earlier of the Facility Agent giving notice of the breach to the
Company and any Obligor becoming aware of the non-compliance.


(b)           A representation or warranty given by an Obligor in the Intercreditor
Agreement is incorrect in any material respect unless the circumstances giving
rise to the misrepresentation or breach of warranty:


(i)            are capable of remedy; and



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(ii)           are remedied within 30 days of the earlier of the Facility Agent giving
notice and the Obligor becoming aware of the misrepresentation or breach of
warranty.


20.15      Material Contracts


(a)           Except as is required by any term of this Agreement, any Material
Contract to which a member of the Group is a party is terminated, suspended,
revoked or cancelled or otherwise ceases to be in full force and effect,
unless:


(i)            in the case of the Belgacom Interconnect Agreement only, services of a
similar nature to those provided pursuant to such Material Contract are at all
times provided to the Group on terms which are not materially more onerous on
the relevant member of the Group or on the terms imposed by the mandatory
requirements of any regulatory body; or


(ii)           such termination, suspension, revocation, cancellation or cessation (in
the reasonable opinion of the Facility Agent) would not or is not reasonably
likely to have a Material Adverse Effect.


(b)           Any alteration or variation is made to any term of any Material Contract
to which a member of the Group is a party which individually or cumulatively
(in the reasonable opinion of the Facility Agent) would or is reasonably likely
to have a Material Adverse Effect.


(c)           Any party breaches any term of or repudiates any of its obligations
under any Material Contract to which a member of the Group is a party where
such breach or repudiation (in the opinion of the Facility Agent exercised
reasonably) would or is reasonably likely to have a Material Adverse Effect
unless, in the case of a breach of a Material Contract by any person other than
any member of the Group, the relevant services are at all relevant times
provided to the appropriate members of the Group on the basis set out in (a)
above.


20.16      Loss of Licences


Any Licence is in whole or
part:


(a)           terminated, suspended or revoked or does not remain in full force and
effect or otherwise expires and is not renewed prior to its expiry (in each
case, without replacement by Licence(s) have substantially equivalent effect)
in any case in a manner which would or is reasonably likely to have a Material
Adverse Effect; or


(b)           is modified or is reached in a manner which would or is reasonably
likely to have a Material Adverse Effect.


20.17      Material Adverse
Change


Any event or series of events
occurs which would or is reasonably likely to have a Material Adverse Effect.


20.18      ERISA


The occurrence of:


(a)           any event or condition that presents a material risk that any member of
the Group or any ERISA Affiliate may incur a material liability to a Plan or to
the United States 



 84
 









Internal Revenue Service or to the United States Pension Benefit
Guaranty Corporation; or


(b)           an "accumulated funding deficiency" (as that term is defined
in section 412 of the United States Internal Revenue Code of 1986, as amended,
or section 302 of ERISA), whether or not waived, by reason of the failure of
any member of the Group or any ERISA Affiliate to make a contribution to a
Plan.


20.19      Acceleration


If an Event of Default is
outstanding, the Facility Agent may, and must if so instructed by the Majority
Lenders, by notice to the Company:


(a)           cancel all or any part of the Total Commitments if not already cancelled
under Clause 20.20 (Automatic Acceleration); and/or


(b)           declare that all or part of any amounts outstanding under the Finance
Documents are:


(i)            immediately due and payable; and/or


(ii)           payable on demand by the Facility Agent acting on the instructions of
the Majority Lenders.


Any notice given under this
Subclause will take effect in accordance with its terms.


20.20      Automatic
Acceleration


If an Event of Default
described in Clause 20.6(b)(ii), (iii) or (iv) (United States of America)
occurs, or upon the entry of an order for relief in a voluntary or involuntary
bankruptcy of a U.S. Obligor, all outstanding Loans drawn by a U.S. Borrower
under this Agreement will be immediately and automatically due and payable and
the Total Commitments (to the extent they relate to such Loans) will, if not
already cancelled under this Agreement, be immediately and automatically
cancelled.


21.          The Administrative Parties


21.1        Appointment and
duties of the Agents


(a)           Each Finance Party (other than the Facility Agent and the Security Agent
(as the case may be)) irrevocably appoints each Agent to act as its agent under
and in connection with the Finance Documents.


(b)           Each Finance Party irrevocably authorises each Agent to:


(i)            perform the duties and to exercise the rights, powers and discretions
that are specifically given to it under the Finance Documents, together with
any other incidental rights, powers and discretions; and


(ii)           execute each Finance Document expressed to be executed by such Agent.


(c)           Each Agent has only those duties which are expressly specified in the Finance
Documents.  Subject to the terms of
Clause 2.9 (Security Agent as joint creditor), those duties are solely of a
mechanical and administrative nature.



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21.2        Role of the
Mandated Lead Arrangers


Except as specifically
provided in the Finance Documents, no
Mandated Lead Arranger has any obligations of any kind to any
other Party in connection with any Finance Document.


21.3        No fiduciary duties


Nothing in the Finance
Documents makes an Administrative Party a trustee or fiduciary for any other
Party or any other person.  No
Administrative Party need hold in trust any moneys paid to it or recovered by
it for a Party in connection with the Finance Documents or be liable to account
for interest on those moneys.


21.4        Individual position
of an Administrative Party


(a)           If it is also a Lender, each Administrative Party has the same rights
and powers under the Finance Documents as any other Lender and may exercise
those rights and powers as though it were not an Administrative Party.


(b)           Each Administrative Party may:


(i)            carry on any business with an Obligor or its related entities (including
acting as an agent or a trustee for any other financing); and


(ii)           retain any profits or remuneration it receives under the Finance
Documents or in relation to any other business it carries on with an Obligor or
its related entities.


21.5        Reliance


Each Agent may:


(a)           rely on any notice or document believed by it to be genuine and correct
and to have been signed by, or with the authority of, the proper person;


(b)           rely on any statement made by any person regarding any matters which may
reasonably be assumed to be within his knowledge or within his power to verify;


(c)           assume, unless the context otherwise requires, that any communication
made by an Obligor is made on behalf of and with the consent and knowledge of
each Obligor;


(d)           engage, pay for and rely on professional advisers selected by it
(including those representing a Party other than the relevant Agent); and


(e)           act under the Finance Documents through its personnel and agents.


21.6        Majority Lenders'
instructions


(a)           Each Agent is fully protected if it acts on the instructions of the
Majority Lenders in the exercise of any right, power or discretion or any
matter not expressly provided for in the Finance Documents.  Any such instructions given by the Majority
Lenders will be binding on all the Lenders. 
In the absence of instructions, each Agent may act as it considers to be
in the best interests of all the Lenders.


(b)           Each Agent may assume that unless it has received notice to the
contrary, any right, power, authority or discretion vested in any Party or the
Majority Lenders has not been exercised.



 86
 









(c)           No Agent is authorised to act on behalf of a Lender (without first
obtaining that Lender's consent) in any legal or arbitration proceedings in
connection with any Finance Document.


(d)           Each Agent may require the receipt of security satisfactory to it,
whether by way of payment in advance or otherwise, against any liability or
loss which it may incur in complying with the instructions of the Majority
Lenders.


21.7        Responsibility


(a)           No Administrative Party is responsible to any other Finance Party for
the adequacy, accuracy or completeness of any statement or information (whether
written or oral) made in or supplied in connection with any Finance Document
including the Information Memorandum.


(b)           No Administrative Party is responsible to any other Finance Party for
the legality, validity, effectiveness, adequacy, completeness or enforceability
of any Finance Document or any other document.


(c)           Without affecting the responsibility of any Obligor for information
supplied by it or on its behalf in connection with any Finance Document, each
Lender confirms that it:


(i)            has made, and will continue to make, its own independent appraisal of
all risks arising under or in connection with the Finance Documents (including
the financial condition and affairs of each Obligor and its related entities
and the nature and extent of any recourse against any Party or its assets); and


(ii)           has not relied exclusively on any information provided to it by any
Administrative Party in connection with any Finance Document or agreement
entered into in anticipation of or in connection with any Finance Document.


21.8        Exclusion of
liability


(a)           No Agent is liable or responsible to any other Finance Party for any
action taken or not taken by it in connection with any Finance Document, unless
directly caused by its gross negligence or wilful misconduct.


(b)           No Party (other than the relevant Agent) may take any proceedings
against any officers, employees or agents of another Administrative Party in
respect of any claim it might have against that Agent or in respect of any act
or omission of any kind by that officer, employee or agent in connection with
any Finance Document.  Any officer,
employee or agent of an Administrative Party may rely on this Subclause and
enforce its terms under the Contracts (Rights of Third Parties) Act 1999.


(c)           An Agent is not liable for any delay (or any related consequences) in
crediting an account with an amount required under the Finance Documents to be
paid by that Agent if that Agent has taken all necessary steps as soon as
reasonably practicable to comply with the regulations or operating procedures
of any recognised clearing or settlement system used by that Agent for that
purpose.


(d)           Nothing in this Agreement will oblige any Administrative Party to
satisfy any know your customer requirement in relation to the identity of any
person on behalf of any Finance Party.


(e)           Each Finance Party confirms to each Administrative Party that it is
solely responsible for any know your customer requirements it is required to
carry out and that it may not rely on any statement in relation to those
requirements made by any other person.



 87
 









21.9        Default


(a)           Neither Agent is obliged to monitor or enquire whether a Default has
occurred.  No Agent is deemed to have
knowledge of the occurrence of a Default.


(b)           If an Agent:


(i)            receives notice from a Party referring to this Agreement, describing a
Default and stating that the event is a Default; or


(ii)           is aware of the non-payment of any principal, interest or fee payable to
a Lender under this Agreement,


it must promptly notify the
other Lenders.


21.10      Information


(a)           Each Agent must promptly forward to the person concerned the original or
a copy of any document which is delivered to that Agent by a Party for that
person.


(b)           Except where a Finance Document specifically provides otherwise, no
Agent is obliged to review or check the adequacy, accuracy or completeness of
any document it forwards to another Party.


(c)           Except as provided above, no Agent has a duty:


(i)            either initially or on a continuing basis to provide any Lender with any
credit or other information concerning the risks arising under or in connection
with the Finance Documents (including any information relating to the financial
condition or affairs of any Obligor or its related entities or the nature or
extent of recourse against any Party or its assets) whether coming into its
possession before, on or after the date of this Agreement; or


(ii)           unless specifically requested to do so by a Lender in accordance with a
Finance Document, to request any certificate or other document from any
Obligor.


(d)           In acting as an Agent, the agency division of that Agent is treated as a
separate entity from its other divisions and departments.  Any information acquired by an Agent which,
in its opinion, is acquired by it otherwise than in its capacity as that Agent
may be treated as confidential by that Agent and will not be treated as
information possessed by that Agent in its capacity as such.


(e)           The Facility Agent is not obliged to disclose to any person any
confidential information supplied to it by or on behalf of a member of the
Group solely for the purpose of evaluating whether any waiver or amendment is
required in respect of any term of the Finance Documents.


(f)            Each Obligor irrevocably authorises each Agent to disclose to the other
Finance Parties any information which, in its opinion, is received by it in its
capacity as that Agent.


21.11      Indemnities


(a)           Without limiting the liability of any Obligor under the Finance
Documents, each Lender must indemnify each Agent for that Lender's Pro Rata
Share of any cost, claim, loss, expense 



 88
 









(including legal fees) or
liability incurred by such Agent in acting as the Facility Agent or the
Security Agent, except to the extent that the loss or liability is caused by
such Agent's gross negligence or wilful misconduct.


(b)           If a Party owes an amount to an Agent under the Finance Documents, that
Agent may, after giving notice to that Party:


(i)            deduct from any amount received by it for that Party any amount due to
that Agent from that Party under a Finance Document but unpaid; and


(ii)           apply that amount in or towards satisfaction of the owed amount,


that Party will be regarded as
having received the amount so deducted.


21.12      Compliance


Each Agent may refrain from
doing anything (including disclosing any information) which might, in its
opinion, constitute a breach of any law or regulation or be otherwise
actionable at the suit of any person, and may do anything which, in its
opinion, is necessary or desirable to comply with any law or regulation.


21.13      Resignation of an
Agent


(a)           Each Agent may resign and appoint any of its Affiliates as successor
Agent by giving notice to the other Finance Parties and the Company.


(b)           Alternatively, an Agent may resign by giving notice to the Finance
Parties and the Company, in which case the Majority Lenders may appoint a
successor Agent.


(c)           If no successor Agent has been appointed under paragraph (b) above
within 30 days after notice of resignation was given, the resigning Agent may
appoint a successor for such Agent.


(d)           The person(s) appointing a successor Agent must, if practicable, consult
with the Company prior to the appointment.


(e)           The resignation of an Agent and the appointment of any successor Agent
will both become effective only when the successor Agent notifies all the
Parties that it accepts its appointment. 
On giving the notification, the successor Agent will succeed to the
position of the Facility Agent or Security Agent as appropriate and the term
Facility Agent will mean the successor Facility Agent and the term Security
Agent will mean the successor Security Agent.


(f)            The retiring Agent must, at its own cost, make available to the
successor Agent such documents and provide such assistance as the successor
Agent may reasonably request for the purposes of performing its functions as
the Agent under the Finance Documents.


(g)           Upon its resignation becoming effective, this Clause will continue
to benefit the retiring Agent in respect of any action taken or not taken by it
in connection with the Finance Documents while it was the Agent, and, subject
to paragraph (f) above, it will have no further obligations under any Finance
Document.


(h)           The Majority Lenders may, by notice to an Agent, require it to resign
under paragraph (b) above.



 89
 









(i)            The Company may, if it is unsatisfied (acting reasonably) with the
performance by an Agent of its role as Agent, following a period of
consultation with the relevant Agent of not less than 14 days, by notice to
that Agent require it to resign.  Such
notice must specify the reasons for which the Company is seeking the Agent's
resignation, which must be based on reasonable grounds.  In this event, the relevant Agent shall
resign in accordance with paragraph (b) above.


21.14      Relationship with
Lenders


(a)           Each Agent may treat each Lender as a Lender, entitled to payments under
this Agreement and as acting through its Facility Office(s) until it has
received not less than five Business Days' prior notice from that Lender to the
contrary.


(b)           Each Agent may at any time, and must if requested to do so by the
Majority Lenders, convene a meeting of the Lenders.


(c)           The Facility Agent must keep a register with respect to the Parties and
the Commitments and must supply any other Party with a copy of the information
contained in that register on request. 
The register must include:


(i)            the name, address and other contact details of each Party;


(ii)           the Facility Office of each Lender;


(iii)          the Commitments of each Lender;


(iv)          the principal amounts, the applicable interest rates and, if applicable,
the Terms of each Lender's Loans; and


(v)           information concerning any other amounts owing to a Finance Party.


Entries in the register shall
be conclusive and binding, absent manifest error.


21.15      Agent's management
time


If an Agent requires, any
amount payable to that Agent by any Party under any indemnity or in respect of
any costs or expenses incurred by that Agent under the Finance Documents after
the date of this Agreement may include the cost of using its management time or
other resources and will be calculated on the basis of such reasonable daily or
hourly rates as that Agent may notify to the relevant Party.  This is in addition to any amount in respect
of fees or expenses paid or payable to that Agent under any other term of the
Finance Documents.


21.16      Notice period


Where this Agreement specifies
a minimum period of notice to be given to an Agent, that Agent may, at its
discretion, accept a shorter notice period.


21.17      Release of Security


The Security Agent shall
manage the Security Documents on its own behalf and as agent on behalf of the
other Finance Parties.  The Security
Agent shall and is hereby authorised by each of the Finance Parties (and to the
extent it may have any interest therein, every other party hereto) to execute
on behalf of itself and each of the Finance Parties (other than the Security
Agent) and every other party hereto where relevant without the need for any
further 



 90
 









referral to, or authority
from, any Finance Party or other person hereto all such releases of security
and guarantees given by Obligors under any Finance Document.  The Security Agent may effect such a release
as soon as it has received confirmation from the Facility Agent that all
Finance Party Claims and Security Agent Claims have been repaid in full and
there is no possibility of any Finance Party Claims and Security Agent Claims
coming or re-entering into existence.


22.          Evidence and Calculations


22.1        Accounts


Accounts maintained by a
Finance Party in connection with this Agreement are prima facie evidence of the
matters to which they relate for the purpose of any litigation or arbitration
proceedings.


22.2        Certificates and
determinations


Any certification or
determination by a Finance Party of a rate or amount under the Finance
Documents will be, in the absence of manifest error, conclusive evidence of the
matters to which it relates.


22.3        Calculations


Any interest or fee accruing
under this Agreement accrues from day to day and is calculated on the basis of
the actual number of days elapsed and a year of 360 days or otherwise,
depending on what the Facility Agent determines (acting reasonably) is market
practice.


23.          Fees


23.1        Agent's fee


The Company must pay to the
relevant Agent for its own account an agency fee in the manner agreed in the
Fee Letter between the Agent and the Company.


23.2        Arrangement fee


The Company must pay to each
Mandated Lead Arranger for its own account an arrangement fee in the manner
agreed in the Fee Letter between the Mandated Lead Arrangers and the Company.


23.3        Term Loan A
Facility commitment fee


(a)           The Company must pay to the Facility Agent for each Lender a commitment
fee in respect of the Term Loan A Facility computed at the rate of 40 per cent.
of the Term Loan A Facility Margin per annum on that Lender's undrawn Term Loan
A Facility Commitment, subject to a maximum of 0.75 per cent. per annum.


(b)           Accrued commitment fee is payable quarterly in arrear.  Accrued commitment fee is also payable to the
Facility Agent for a Lender on the date its Term Loan A Facility Commitment is
cancelled in full.



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23.4        Term Loan B1
Facility commitment fee


(a)           The Company must pay to the Facility Agent for each Lender a commitment
fee in respect of the Term Loan B1 Facility computed at the rate of 40 per
cent. of the Term Loan B1 Facility Margin per annum on that Lender's undrawn
Term Loan B1 Facility Commitment, subject to a maximum of 1 per cent. per
annum.


(b)           Accrued commitment fee is payable quarterly in arrear.  Accrued commitment fee is also payable to the
Facility Agent for a Lender on the date its Term Loan B1 Facility Commitment is
cancelled in full.


23.5        Term Loan B2
Facility commitment fee


(a)           The Company must pay to the Facility Agent for each Lender a commitment
fee in respect of the Term Loan B2 Facility computed at the rate of 40 per
cent. of the Term Loan B2 Facility Margin per annum on that Lender's undrawn
Term Loan B2 Facility Commitment, subject to a maximum of 1 per cent. per
annum.


(b)           Accrued commitment fee is payable quarterly in arrear.  Accrued commitment fee is also payable to the
Facility Agent for a Lender on the date its Term Loan B2 Facility Commitment is
cancelled in full.


23.6        Term Loan C
Facility commitment fee


(a)           The Company must pay to the Facility Agent for each Lender a commitment
fee in respect of the Term Loan C Facility computed at the rate of 40 per cent.
of the Term Loan C Facility Margin per annum on that Lender's undrawn Term Loan
C Facility Commitment, subject to a maximum of 1 per cent. per annum. 


(b)           Accrued commitment fee is payable quarterly in arrear.  Accrued commitment fee is also payable to the
Facility Agent for a Lender on the date its Term Loan C Facility Commitment is
cancelled in full.


23.7        Revolving Facility
commitment fee


(a)           The Company must pay to the Facility Agent for each Lender a commitment
fee in respect of the Revolving Facility computed at the rate of 40 per cent.
of the Revolving Facility Margin per annum on that Lender's undrawn Revolving
Facility Commitment, subject to a maximum of 0.75 per cent. per annum.


(b)           Accrued commitment fee is payable quarterly in arrear.  Accrued commitment fee is also payable to the
Facility Agent for a Lender on the date its Revolving Facility Commitment is
cancelled in full.


24.          Indemnities and Break Costs


24.1        Currency indemnity


(a)           Each Obligor must, as an independent obligation, indemnify each Finance
Party against any loss or liability which that Finance Party incurs as a
consequence of:


(i)            that Finance Party receiving an amount in respect of an Obligor's
liability under the Finance Documents; or



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(ii)           that liability being converted into a claim, proof, judgment or order,


in a currency other than the
currency in which the amount is expressed to be payable under the relevant
Finance Document.


(b)           Unless otherwise required by law, each Obligor waives any right it may
have in any jurisdiction to pay any amount under the Finance Documents in a
currency other than that in which it is expressed to be payable.


24.2        Other indemnities


(a)           Each Obligor must indemnify each Finance Party against any loss or
liability which that Finance Party incurs as a consequence of:


(i)            the occurrence of any Default;


(ii)           any failure by an Obligor to pay any amount due under a Finance Document
on its due date, including resulting from any distribution or redistribution of
any amount among the Lenders under this Agreement;


(iii)          (other than by reason of negligence or default by that Finance Party) a
Loan not being made after a Request has been delivered for that Loan; or


(iv)          a Loan (or part of a Loan) not being prepaid in accordance with this
Agreement.


Each Obligor's liability in
each case includes any loss or expense on account of funds borrowed, contracted
for or utilised to fund any amount payable under any Finance Document or any
Loan.


(b)           Each Obligor must indemnify the Facility Agent against any loss or
liability incurred by the Facility Agent as a result of:


(i)            investigating any event which the Facility Agent reasonably believes to
be an Event of Default; or


(ii)           acting or relying on any notice which it reasonably believes to be
genuine, correct and appropriately authorised.


24.3        Break Costs


(a)           Each Borrower must pay to each Lender its Break Costs.


(b)           Break Costs are the amount (if any) determined by the relevant Lender by
which:


(i)            the interest (excluding Margin and Mandatory Costs) which that Lender
would have received for the period from the date of receipt of any part of its
share in a Loan or an overdue amount to the last day of the applicable Term for
that Loan or overdue amount if the principal or overdue amount received had
been paid on the last day of that Term;


exceeds


(ii)           the amount which that Lender would be able to obtain by placing an
amount equal to the amount received by it on deposit with a leading bank in the
appropriate interbank 



 93
 









market for a period starting
on the Business Day following receipt and ending on the last day of the
applicable Term.


(c)           Each Lender must supply to the Facility Agent for the relevant Borrower
details of the amount of any Break Costs claimed by it under this Subclause.


25.          Expenses


25.1        Initial costs


Each Obligor must pay to each
Administrative Party the amount of all reasonable duly evidenced costs and
expenses (including legal fees any value added tax or similar tax and any costs
associated with perfecting any security under the Security Documents) incurred
by it in connection with the negotiation, preparation, printing, entry into and
syndication of the Finance Documents.


25.2        Subsequent costs


Each Obligor must pay to an
Agent the amount of all reasonable duly evidenced costs and expenses (including
legal fees any value added tax or similar tax and any costs associated with
perfecting any security under the Security Documents) incurred by it in
connection with:


(a)           the negotiation, preparation, printing and entry into of any Finance
Document (other than a Transfer Certificate) executed after the date of this
Agreement; and


(b)           any amendment, waiver or consent requested by or on behalf of an Obligor
or specifically allowed by this Agreement.


25.3        Enforcement costs


Each Obligor must pay to each
Finance Party the amount of all costs and expenses (including legal fees)
incurred by it in connection with:


(a)           the enforcement of, or the preservation of any rights under, any Finance
Documents; or


(b)           any proceedings instituted by or against an Agent as a consequence of it
entering into a Security Document.


26.          Amendments and Waivers


26.1        Procedure


(a)           Except as provided in this Clause, any term of the Finance Documents may
be amended or waived with the agreement of the Company and the Majority
Lenders.  The Facility Agent may effect,
on behalf of any Finance Party, an amendment or waiver allowed under this
Clause.


(b)           The Facility Agent must promptly notify the other Parties of any
amendment or waiver effected by it under paragraph (a) above.  Any such amendment or waiver is binding on
all the Parties.


(c)           Each Obligor agrees to any amendment or waiver allowed by this Clause or
expressly permitted elsewhere in this Agreement which is agreed to by the
Company.  This includes any 



 94
 









amendment or waiver which
would, but for this paragraph, require the consent of each Guarantor if the
guarantee under the Finance Documents is to remain in full force and effect.


26.2        Exceptions


(a)           An amendment or waiver which:


(i)            changes the definition of Majority Lenders in Clause 1.1
(Definitions);


(ii)           changes any term of Clause 2.8 (Nature of a Finance Party's rights and
obligations);


(iii)          extends the date of payment of any amount to a Lender under the Finance
Documents;


(iv)          reduces the Margin or the amount of any payment of principal, interest,
fee or other amount payable to a Lender under the Finance Documents;


(v)           without prejudice to the provisions of Clause 2.6 (Telenet Additional
Facility) and the ability of a Borrower to enter into a Telenet Additional
Facility Accession Agreement, increases or extends the availability of a
Commitment or the Total Commitments (other than pursuant to a Structural
Adjustment or a Retranching Adjustment);


(vi)          releases an Obligor (other than in order to effect a Permitted
Transaction or a disposal of all, but not part, of the share capital of that
Obligor in accordance with the terms of this Agreement);


(vii)         relates to the release of an asset from a Security Document (except as
otherwise expressly permitted herein or in any such Security Document and
except in furtherance of a disposal or any other transaction which is permitted
by any Finance Document);


(viii)        changes
a term of a Finance Document which expressly requires the consent of each
Lender;


(ix)           changes the right of a Lender to assign or transfer its rights or
obligations under the Finance Documents; or


(x)            changes any term of Clause 30 (Pro Rata Sharing); or


(xi)           changes this Clause,


may only be made with the
consent of all the Lenders.


(b)           An amendment or waiver which relates to the rights or obligations of an
Administrative Party may only be made with the consent of that Administrative
Party.


(c)           A Fee Letter may be amended or waived with the agreement of the
Administrative Party that is a party to that Fee Letter and the Company.


26.3        Non Consenting
Lenders


(a)           In this Clause:



 95
 









Non
Consenting Lender means a Lender who does not agree to a consent or amendment to, or a
waiver of, a provision of a Finance Document where:


(i)            the Company or the Facility Agent has requested the Lenders to consent
to a departure from or waiver of any provision of any Finance Document or to
agree to an amendment to any Finance Document;


(ii)           the consent, waiver or amendment in question requires the consent of all
of the Lenders;


(iii)          a period of not less than 21 days has elapsed from the date the consent,
waiver or amendment was requested;


(iv)          the Majority Lenders have agreed to such consent, waiver or amendment;
and


(v)           the Company has notified the Facility Agent that it will treat the
Lender as a Non Consenting Lender.


(b)           If at any time any Lender becomes a Non Consenting Lender, then the
Company may within 90 days of the date that Lender became a Non Consenting
Lender:


(i)            request that the Lenders take a transfer in accordance with Clause 27
(Changes to the Parties) of all of the rights and obligations under the Finance
Documents of the Non Consenting Lender for an aggregate purchase price equal to
the outstanding principal amount of such Non Consenting Lender's participation
in the outstanding Loans and all accrued interest, fees and other amounts due
and unpaid on the transfer date to that Non Consenting Lender under the Finance
Documents; no Lender shall be obliged to accept such a transfer and any such
transfer may be made in such proportions and to such Lenders as the Lenders
agree.  The Non Consenting Lender shall
be required to transfer its rights and obligations under the Finance Documents
to Lenders who agree to accept such transfer as contemplated in this
sub-paragraph;


(ii)           require the Non Consenting Lender to transfer, and the Non Consenting
Lender must transfer, in accordance with Clause 27 (Changes to the Parties) all
of its rights and obligations under the Finance Documents to another bank or
financial institution (including any other Lender) which has agreed to acquire
the Non Consenting Lenders rights and obligations under the Finance Documents
(as notified by the Company to the Non Consenting Lender and in the proportions
notified by the Company to the Non Consenting Lender) for an aggregate purchase
price equal to the outstanding principal amount of such Non Consenting Lender's
participation in the outstanding Loans and all accrued interest, fees and other
amounts due and unpaid on the transfer date to that Non Consenting Lender under
the Finance Documents; or


(iii)          notwithstanding any other provision of this Agreement, if the Majority
Lenders agree, the Company may prepay the Non Consenting Lender's participation
in each Loan in full together with all accrued interest, fees and other amounts
due and unpaid on the transfer date under the Finance Documents (including any
Break Costs).


(c)           The replacement of a Lender pursuant to this Clause 26.3 shall be
subject to the following conditions:


(i)            the Company shall have no right to replace the Facility Agent or
Security Agent in its capacity as an Agent;



 96
 









(ii)           no Finance Party shall have any obligation to any Obligor to find a
Lender or replace the Non Consenting Lender; and


(iii)          in no event shall the Lender replaced under this Clause 26.3 be required
to pay or surrender to any replacement Lender any of the fees received by such
Lender pursuant to the Finance Documents.


(d)           For the avoidance of doubt, no Finance Party shall have any obligation
to any Obligor to find a Lender to replace the Non Consenting Lender.


26.4        Change of currency


If a change in any currency of
a country occurs (including where there is more than one currency or currency
unit recognised at the same time as the lawful currency of a country), the
Finance Documents will be amended to the extent the Facility Agent (acting reasonably
and after consultation with the Company) determines is necessary to reflect the
change.


26.5        Waivers and
remedies cumulative


The rights of each Finance
Party under the Finance Documents:


(a)           may be exercised as often as necessary;


(b)           are cumulative and not exclusive of its rights under the general law;
and


(c)           may be waived only in writing and specifically.


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


26.6        Structural
Adjustments


(a)           In this Clause, a Structural Adjustment
means:


(i)            the introduction of any additional tranche or facility into the Finance
Documents (other than a Telenet Additional Facility Commitment);


(ii)           any increase in or addition of any Commitment (other than a Telenet
Additional Facility Commitment), any extension of a Commitment's availability
(other than as contemplated in paragraphs (b) and (c) of the definition of Availability Period) or the redenomination
of a Commitment into another currency; and


(iii)          any material changes to the Finance Documents which the Facility Agent
agrees acting reasonably are consequential on any of the foregoing,


but, for the avoidance of
doubt, does not include a Retranching Adjustment.


(b)           Structural Adjustments may be approved with the consent of each of the
following, subject to the provisions of the Intercreditor Agreement:


(i)            the Majority Lenders; and


(ii)           each Lender that is assuming a new Commitment (other than a Telenet
Additional Facility Commitment) or an increased Commitment or whose
Commitment's availability is being extended or redenominated, or to whom any
amount (including interest), which is being redenominated is due.



 97
 









26.7        Retranching
Adjustments


(a)           In this Clause, a Retranching
Adjustment means:


(i)            the retranching of all or any of the Term Loan A Facility, Term Loan B1
Facility, Term Loan B2 Facility or Term Loan C Facility (including any increase
or reduction in the Total Commitments under any of those Facilities and/or an
increase, addition or reduction of the Commitments of individual Lenders under
any of those Facilities); and


(ii)           any material changes to the Finance Documents which the Facility Agent
agrees acting reasonably are consequential on any of the foregoing,


provided that the aggregate
amount of the Commitments of Lenders under the Term Loan A Facility, Term Loan
B1 Facility, Term Loan B2 Facility and Term Loan C Facility immediately after a
proposed Retranching Adjustment must not exceed the aggregate amount of the
Commitments of Lenders under those Facilities (on a combined basis) immediately
prior to that Retranching Adjustment.


(b)           Notwithstanding any other provision of this Agreement, Retranching
Adjustments may be approved with the consent of each of the following:


(i)            the Company; 


(ii)           each Lender that will have an increased or reduced Commitment pursuant
to the Retranching Adjustment; and


(iii)          any two of the Mandated Lead Arrangers.


27.          Changes to the Parties


27.1        General


In this Clause:


Transfer
Certificate
means a transfer certificate in the form of Schedule 5 (Form of Transfer
Certificate) with such amendments as the Facility Agent may approve or
reasonably require or, any other form agreed between the Facility Agent and the
Company; and


Transfer
Date means,
for a Transfer Certificate the later of:


(a)           the proposed Transfer Date specified in that Transfer Certificate; and


(b)           the date on which the Facility Agent executes that Transfer Certificate.


27.2        Assignments and
transfers by Obligors


No Obligor may assign or
transfer any of its rights and obligations under the Finance Documents without
the prior consent of all the Lenders.


27.3        Transfers by
Lenders


(a)           A Lender (the Existing Lender)
may, subject to the following provisions of this Subclause, at any time
transfer (by way of novation) any of its rights and obligations under this
Agreement to any person (the New Lender).



 98
 









(b)           Any transfer under paragraph (a) above shall be for an amount of not
less than €2,000,000 (or if less, the aggregate of the Commitments of that
Existing Lender and any other Existing Lender that is managed or controlled by
the same investment manager subject to a threshold of €1,000,000).


(c)           The consent of the Company is required for any assignment or transfer
(other than pursuant to Syndication) unless the New Lender is another Lender or
an Affiliate of a Lender or an Event of Default is outstanding.  The consent of the Company must not be
unreasonably withheld or delayed.  The
Company will be deemed to have given its consent ten Business Days after it is
given notice of the request unless it is expressly refused by the Company
within that time;


(d)           The Company may not withhold its consent solely because the assignment
or transfer might increase the Mandatory Cost.


(e)           A transfer of obligations will be effective only if the obligations are
novated in accordance with the following provisions of this Clause.


(f)            Unless the Facility Agent otherwise agrees, the New Lender must pay to
the Facility Agent for its own account, on or before the date any assignment or
transfer occurs, a fee of €2,500.


(g)           Any reference in this Agreement to a Lender includes a New Lender but
excludes a Lender if no amount is or may be owed to or by it under this
Agreement.


27.4        Procedure for
transfer by way of novations


(a)           A novation is effected if:


(i)            the Existing Lender and the New Lender deliver to the Facility Agent a
duly completed Transfer Certificate;


(ii)           the Facility Agent executes it; and


(iii)          the Facility Agent enters the name of the New Lender and the particulars
concerning the transferred interests in the register referred to in Clause
21.14(c) (Relationship with Lenders).


(b)           The Facility Agent must, as soon as reasonably practicable:


(i)            execute and deliver a Transfer Certificate delivered to it and which
appears on its face to be in order; and


(ii)           enter the name of the New Lender and the details of the transferred interests
in the register referred to in Clause 21.14(c) (Relationship with Lenders).


(c)           Each Party (other than the Existing Lender and the New Lender)
irrevocably authorises the Facility Agent to execute any duly completed
Transfer Certificate on its behalf.


(d)           On the Transfer Date:


(i)            the New Lender will assume the rights and obligations of the Existing
Lender expressed to be the subject of the novation in the Transfer Certificate
in substitution for the Existing Lender; and



 99
 









(ii)           the Existing Lender will be released from those obligations and cease to
have those rights.


(e)           For the purposes of Article 1278 of the Belgian Civil Code, each
Obligor, the Lenders and the New Lenders agree that, upon any transfer in whole
or in part of any of its rights and obligations under this Agreement by way of
novation or upon the implementation of any amendment or granting of any waiver
which takes effect as a novation, the Security Interests created by the
Security Documents will be preserved for the benefit of the New Lender, the
Existing Lenders and the Security Agent.


27.5        Limitation of
responsibility of Existing Lender


(a)           Unless expressly agreed to the contrary, an Existing Lender is not
responsible to a New Lender for the legality, validity, adequacy, accuracy,
completeness or performance of:


(i)            any Finance Document or any other document; or


(ii)           any statement or information (whether written or oral) made in or
supplied in connection with any Finance Document,


and any representations or
warranties implied by law are excluded.


(b)           Each New Lender confirms to the Existing Lender and the other Finance
Parties that it:


(i)            has made, and will continue to make, its own independent appraisal of
the financial condition and affairs of each Obligor and its related entities in
connection with its participation in this Agreement; and


(ii)           has not relied exclusively on any information supplied to it by the
Existing Lender in connection with any Finance Document.


(c)           Nothing in any Finance Document requires an Existing Lender to:


(i)            accept a re-transfer from a New Lender of any of the rights and
obligations transferred under this Clause; or


(ii)           support any losses incurred by the New Lender by reason of the
non-performance by any Obligor of its obligations under any Finance Document or
otherwise.


27.6        Costs resulting
from change of Lender or Facility Office


If:


(a)           a Lender transfers any of its rights and obligations under the Finance
Documents or changes its Facility Office; and


(b)           as a result of circumstances existing at the date the transfer or change
occurs, an Obligor would be obliged to pay a Tax Payment or an Increased Cost,


then, unless the assignment,
transfer or change is made by a Lender to mitigate any circumstances giving
rise to the Tax Payment, Increased Cost or a right to be prepaid and/or
cancelled by reason of illegality, the Obligor need only pay that Tax Payment
or Increased Cost to the same extent that it would have been obliged to if no
assignment, transfer or change had occurred.



 100
 









27.7        Additional
Borrowers


(a)           If the Company wishes one of its wholly-owned Subsidiaries to become an
Additional Borrower, then it may (following consultation with the Facility
Agent) deliver to the Facility Agent the relevant documents and evidence listed
in Part 2 of Schedule 2 (Conditions Precedent Documents).


(b)           The prior consent of all the Lenders is required if the Additional
Borrower is incorporated in a jurisdiction outside the Kingdom of Belgium, the
Netherlands or Luxembourg, unless that Additional Borrower is a U.S. Finance Vehicle.


(c)           A wholly-owned Subsidiary may only become an Additional Borrower if it
is already a Guarantor.


(d)           The relevant Subsidiary will become an Additional Borrower when the
Facility Agent notifies the other Finance Parties and the Company that it has
received all of the documents and evidence referred to in paragraphs (a), (b)
and (c) above (as applicable) in form and substance satisfactory to it.  The Facility Agent must give this
notification as soon as reasonably practicable.


(e)           Delivery of an Accession Agreement executed by the relevant Subsidiary
and the Company to the Facility Agent constitutes confirmation by that
Subsidiary and the Company that the Repeating Representations are then correct.


27.8        Additional
Guarantors


(a)           Upon delivery of a duly completed Accession Agreement specifying that
the relevant person is to be an Additional Guarantor, executed by the relevant
Subsidiary, the relevant person will become an Additional Guarantor.


(b)           The Company shall procure that, at the same time as an Accession
Agreement is delivered to the Facility Agent, there is also delivered to the
Facility Agent all those other documents listed in Part 2 of Schedule 2
(Conditions Precedent Documents), in each case in form and substance
satisfactory to the Facility Agent.


(c)           The execution of an Accession Agreement constitutes confirmation by the
Additional Guarantor concerned that the representations and warranties set out
in Clause 16 (Representations and Warranties) to be made by it on the date of
the Accession Agreement are correct, as if made with reference to the facts and
circumstances then existing.


27.9        Resignation of an
Obligor (other than the Company)


(a)           The Company may request that an Obligor (other than the Company) ceases
to be an Obligor by giving to the Facility Agent a duly completed Resignation
Request.


(b)           The Facility Agent must accept a Resignation Request and notify the
Company and the Lenders of its acceptance if:


(i)            all of the shares in that Obligor are being disposed of and such
disposal is permitted under the terms of this Agreement;


(ii)           it is not aware that a Default is outstanding or would result from the
acceptance of the Resignation Request; and


 



 101














(iii)          no amount owed by that Obligor under this Agreement is still
outstanding.


(c)           The Obligor will cease to be a Borrower and/or a Guarantor, as
appropriate, when the Facility Agent gives the notification referred to in
paragraph (b) above.


27.10      Changes to the
Reference Banks


If a Reference Bank (or, if a
Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases
to be a Lender, the Facility Agent must (in consultation with the Company)
appoint another Lender or an Affiliate of a Lender to replace that Reference
Bank.


28.          Disclosure of Information


(a)           Each Finance Party must keep confidential any information supplied to it
by or on behalf of any Obligor in connection with the Finance Documents.  However, a Finance Party is entitled to disclose
information:


(i)            which is publicly available, other than as a result of a breach by that
Finance Party of this Clause;


(ii)           in connection with any legal or arbitration proceedings;


(iii)          if required to do so under any law or regulation;


(iv)          to a governmental, banking, taxation or other regulatory authority;


(v)           to its professional advisers;


(vi)          to the extent allowed under paragraph (b) below; or


(vii)         with the agreement of the relevant Obligor.


(b)           A Finance Party may disclose to an Affiliate or any person with whom it
may enter, or has entered into, any kind of transfer, participation or other
agreement in relation to this Agreement (a participant):


(i)            a copy of any Finance Document; and


(ii)           any information which that Finance Party has acquired under or in
connection with any Finance Document.


However, before a participant
may receive any confidential information, it must agree with the relevant
Finance Party to keep that information confidential on the terms of
paragraph (a) above.


(c)           Notwithstanding any other provision of this Agreement, any Party to this
Agreement (and any of its affiliates, officers, directors, employees,
representatives, professional advisers, or other agents) may disclose to any
and all persons, without limitation of any kind:


(i)            the U.S. tax treatment and U.S.  tax
structure (each as defined below) of the Facilities; and


(ii)           all material of any kind (including opinions and other tax analyses)
that are provided to such party relating to such U.S. tax treatment or U.S. tax
structure,



 102
 








except to the extent
reasonably necessary to comply with applicable federal or state securities
laws.


For the purposes of this
subsection, the U.S.  tax treatment of the Facilities is the
purported or claimed U.S. federal, state and local income tax treatment of the
Facilities, and the U.S.  tax structure of the Facilities is any fact
that may be relevant to understanding the purported or claimed U.S. federal,
state and local income tax treatment of the Facilities.  This authorisation is not intended to permit
disclosure of any information (other than information relating to the U.S. tax
treatment or U.S. tax structure of the Facilities) including (without
limitation) (i) any portion of any materials to the extent not related to the
U.S. tax treatment or U.S. tax structure of the Facilities, (ii) the identities
of participants or potential participants in the Facilities (except to the
extent such identities are related to the U.S. tax treatment or the U.S. tax
structure of the Facility), (iii) the existence or status of any negotiations,
(iv) any pricing or financial information (except to the extent such pricing or
financial information is related to the U.S. tax treatment or the U.S. tax
structure of the Facilities), or (v) any other term or detail not relevant to
the U.S. tax treatment or the U.S. tax structure of the Facilities.


(d)           This Clause supersedes any previous confidentiality given by a Finance
Party in connection with this Agreement prior to it becoming a Party.


29.          Set-off


(a)           A Finance Party may, at any time when an Event of Default is
outstanding, set off any matured obligation owed to it by an Obligor under the
Finance Documents (to the extent beneficially owned by that Finance Party)
against any obligation (whether or not matured) owed by that Finance Party to
that Obligor, regardless of the place of payment, booking branch or currency of
either obligation.  If the obligations
are in different currencies, the Finance Party may convert either obligation at
a market rate of exchange in its usual course of business for the purpose of
the set-off.


(b)           This Clause is a netting arrangement for the purposes of the Belgian
Financial Collateral Law.


30.          Pro Rata Sharing


30.1        Redistribution


If any amount owing by an
Obligor under this Agreement to a Finance Party (the recovering Finance Party)
is discharged by payment, set-off or any other manner other than in accordance
with this Agreement (a recovery), then:


(a)           the recovering Finance Party must, within three Business Days, supply
details of the recovery to the Facility Agent;


(b)           the Facility Agent must calculate whether the recovery is in excess of
the amount which the recovering Finance Party would have received if the
recovery had been received and distributed by the Facility Agent under this
Agreement; and


(c)           the recovering Finance Party must pay to the Facility Agent an amount
equal to the excess (the redistribution).



 103
 








30.2        Effect of
redistribution


(a)           The Facility Agent must treat a redistribution as if it were a payment
by the relevant Obligor under this Agreement and distribute it among the
Finance Parties, other than the recovering Finance Party, accordingly.


(b)           When the Facility Agent makes a distribution under paragraph (a) above,
the recovering Finance Party will be subrogated to the rights of the Finance
Parties which have shared in that redistribution.


(c)           If and to the extent that the recovering Finance Party is not able to
rely on any rights of subrogation under paragraph (b) above, the relevant
Obligor will owe the recovering Finance Party a debt which is equal to the
redistribution, immediately payable and of the type originally discharged.


(d)           If:


(i)            a recovering Finance Party must subsequently return a recovery, or an
amount measured by reference to a recovery, to an Obligor; and


(ii)           the recovering Finance Party has paid a redistribution in relation to
that recovery,


each Finance Party must
reimburse the recovering Finance Party all or the appropriate portion of the
redistribution paid to that Finance Party, together with interest for the
period while it held the redistribution. 
In this event, the subrogation in paragraph (b) above will operate in
reverse to the extent of the reimbursement.


30.3        Exceptions


Notwithstanding any other term
of this Clause, a recovering Finance Party need not pay a redistribution to the
extent that:


(a)           it would not, after the payment, have a valid claim against the relevant
Obligor in the amount of the redistribution; or


(b)           it would be sharing with another Finance Party any amount which the
recovering Finance Party has received or recovered as a result of legal or
arbitration proceedings, where:


(i)            the recovering Finance Party notified the Facility Agent of those
proceedings; and


(ii)           the other Finance Party had an opportunity to participate in those
proceedings but did not do so or did not take separate legal or arbitration
proceedings as soon as reasonably practicable after receiving notice of them.


30.4        Litigation


(a)           No Lender shall commence any action or proceeding in any court to
enforce its rights under any Finance Document without prior consultation with
the other Lenders and without the consent of Majority Lenders;


(b)           If in accordance with paragraph (a) above any Lender does take action to
enforce its rights under any Finance Document and, as a result thereof or in
connection therewith, shall receive 



 104
 








a recovery then such Lender
shall not be required to share any portion of such recovery with any Lender
which has the legal right to, but does not, join in such action or proceeding
or commence and diligently prosecute a separate action or proceeding to enforce
its rights in another court.


31.          Severability


If a term of a Finance
Document is or becomes illegal, invalid or unenforceable in any respect under
any jurisdiction, that will not affect:


(a)           the legality, validity or enforceability in that jurisdiction of any
other term of the Finance Documents; or


(b)           the legality, validity or enforceability in other jurisdictions of that
or any other term of the Finance Documents.


32.          Counterparts


Each Finance Document may be
executed in any number of counterparts. 
This has the same effect as if the signatures on the counterparts were
on a single copy of the Finance Document.


33.          Notices


33.1        In writing


(a)           Any formal communication in connection with a Finance Document must be
in writing and, unless otherwise stated, may be given:


(i)            in person, by post or fax; or


(ii)           to the extent agreed by the Parties making and receiving communication,
by e-mail or other electronic communication.


(b)           For the purpose of the Finance Documents, an electronic communication
will be treated as being in writing.


(c)           Unless it is agreed to the contrary, any consent or agreement required
under a Finance Document must be given in writing.


33.2        Contact details


(a)           Except as provided below, the contact details of each Party for all
communications in connection with the Finance Documents are those notified by
that Party for this purpose to the Facility Agent on or before the date it
becomes a Party.


(b)           The contact details of each Obligor for this purpose are:


	
  Address:

  	
  Liersesteenweg 4

  
	
   

  	
  2800 Mechelen

  
	
   

  	
   

  
	
  Fax number:

  	
  +32 (15) 33 3716

  
	
  Attention:

  	
  Group Treasurer /
  Chief Financial Officer

  
	
  Telephone:

  	
  +32 (15) 33 3564
  / +32 (15) 33 3557

  
	
  Email:

  	
  didier.zeghers@staff.telenet.be
  / renaat.berckmoes@staff.telenet.be

  



 



 105
 








(c)           The contact details of the Facility Agent for this purpose are:


	
  Address:

  	
  Agency European
  Group

  
	
   

  	
  21 Place du Marché St Honoré

  
	
   

  	
  75031 Paris Cedex

  
	
   

  	
   

  
	
  Fax number:

  	
  +31 (1) 42 98 43
  17

  
	
  Attention:

  	
  Benoît Tyrka /
  Assad Karkabi

  
	
  Email:

  	
  benoit.tyrka@bnpparibas.com
  / assad.karkabi@bnpparibas.com

  



 


(d)           Any Party may change its contact details by giving five Business Days'
notice to the Facility Agent or (in the case of the Facility Agent) to the
other Parties.


(e)           Where a Party nominates a particular department or officer to receive a
communication, a communication will not be effective if it fails to specify
that department or officer.


33.3        Effectiveness


(a)           Except as provided below, any communication in connection with a Finance
Document will be deemed to be given as follows:


(i)            if delivered in person, at the time of delivery;


(ii)           if posted, five days after being deposited in the post, postage prepaid,
in a correctly addressed envelope;


(iii)          if by fax, when received in legible form; and


(iv)          if by e-mail or any other electronic communication, when received in
legible form.


(b)           A communication given under paragraph (a) below but received on a
non-working day or after business hours in the place of receipt will only be
deemed to be given on the next working day in that place.


(c)           A communication to the Facility Agent will only be effective on actual
receipt by it.


33.4        Obligors


(a)           All formal communications under the Finance Documents to or from an
Obligor must be sent through the Facility Agent.


(b)           All formal communications under the Finance Documents to or from an
Obligor (other than the Company) must be sent through the Company.


(c)           Each Obligor (other than the Company) irrevocably appoints the Company
to act as its agent:


(i)            to give and receive all communications under the Finance Documents;


(ii)           to supply all information concerning itself to any Finance Party; and


(iii)          to sign all documents under or in connection with the Finance Documents.


(d)           Any communication given to the Company in connection with a Finance
Document will be deemed to have been given also to the other Obligors.



 106
 








(e)           Each Finance Party may assume that any communication made by the Company
is made with the consent of each other Obligor.


34.          Language


(a)           Any notice given in connection with a Finance Document must be in
English.


(b)           Any other document provided in connection with a Finance Document must
be:


(i)            in English; or


(ii)           (unless the Facility Agent otherwise agrees) accompanied by a certified
English translation.  In this case, the
English translation prevails unless the document is a statutory or other
official document.


35.          Governing Law


This Agreement is governed by
English law.


36.          Enforcement


36.1        Jurisdiction


(a)           Unless a Finance Document specifically provides otherwise, the English
courts have non-exclusive jurisdiction to settle any dispute in
connection with any Finance Document.


(b)           The English courts are the most appropriate and convenient courts to
settle any such dispute.  Each Obligor
agrees not to argue to the contrary and waives objection to those courts on the
grounds of inconvenient forum or otherwise in relation to proceedings in
connection with any Finance Document.


(c)           This Clause is for the benefit of the Finance Parties only.  To the extent allowed by law, a Finance Party
may take:


(i)            proceedings in any other court; and


(ii)           concurrent proceedings in any number of jurisdictions.


(d)           References in this Clause to a dispute in connection with a Finance
Document includes any dispute as to the existence, validity or termination of
that Finance Document.


36.2        Service of process


(a)           Each Obligor irrevocably appoints Law Debenture Trustee Company as its
agent under the Finance Documents and the mandate letter dated 16 July 2007 (as
amended) between, among others, the Original Borrower and the Mandated Lead
Arrangers (the Mandate Letter) for
service of process in any proceedings before the English courts in connection
with any Finance Document and the Mandate Letter.


(b)           If any person appointed as process agent is unable under this Clause for
any reason to so act, the Company (on behalf of all the Obligors) must
immediately appoint another agent on terms acceptable to the Facility
Agent.  Failing this, the Facility Agent
may appoint another process agent for this purpose.



 107
 








(c)           Each Obligor agrees that failure by a process agent to notify it of any
process will not invalidate the relevant proceedings.


(d)           This Clause does not affect any other method of service allowed by law.


36.3        Waiver of immunity


Each Obligor irrevocably and
unconditionally:


(a)           agrees not to claim any immunity from proceedings brought by a Finance
Party against it in relation to a Finance Document and to ensure that no such
claim is made on its behalf;


(b)           consents generally to the giving of any relief or the issue of any
process in connection with those proceedings; and


(c)           waives all rights of immunity in respect of it or its assets.


This Agreement has been
entered into on the date stated at the beginning of this Agreement.


37.          Waiver of Trial by Jury


EACH PARTY WAIVES ANY RIGHT IT
MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY
FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT.  THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO TRIAL BY THE COURT.



 108
 








Schedule 1


Original
Parties


Part 1


Guarantors


	
  Name of Original Guarantors

  	
   

  	
  Registration
  number (or equivalent, if any)

  
	
   

  	
   

  	
   

  
	
  Telenet BidCo NV

  	
   

  	
  HR Mechelen
  89835, Enterprise No. 0473.416.418

  
	
   

  	
   

  	
   

  
	
  Telenet NV

  	
   

  	
  HR Mechelen
  82218, Enterprise No. 0439.840.857

  
	
   

  	
   

  	
   

  
	
  UPC Belgium NV

  	
   

  	
  HR Brussel 69463,
  Enterprise No. 0455.620.381

  



 


Part 2


Commitments


	
  Name of 

  Initial

  Original

  Lenders

  	
   

  	
  Term Loan A 

  Facility 

  Commitments

  	
   

  	
  Term Loan B1

  Facility

  Commitments

  	
   

  	
  Term Loan B2

  Facility

  Commitments

  	
   

  	
  Term Loan C

  Facility

  Commitments

  	
   

  	
  Revolving Facility 

  Commitments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN AMRO BANK
  N.V.

  	
   

  	
  €

  	
  106,000,000

  	
   

  	
  €

  	
  61,500,000

  	
   

  	
  €

  	
  45,000,000

  	
   

  	
  €

  	
  212,500,000

  	
   

  	
  €

  	
  35,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNP PARIBAS S.A.

  	
   

  	
  €

  	
  212,000,000

  	
   

  	
  €

  	
  123,000,000

  	
   

  	
  €

  	
  90,000,000

  	
   

  	
  €

  	
  425,000,000

  	
   

  	
  €

  	
  70,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK, N.A.

  	
   

  	
  €

  	
  212,000,000

  	
   

  	
  €

  	
  123,000,000

  	
   

  	
  €

  	
  90,000,000

  	
   

  	
  €

  	
  425,000,000

  	
   

  	
  €

  	
  70,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total:

  	
   

  	
  €

  	
  530,000,000

  	
   

  	
  €

  	
  307,500,000

  	
   

  	
  €

  	
  225,000,000

  	
   

  	
  €

  	
  1,062,500,000

  	
   

  	
  €

  	
  175,000,000

  	
   

  



 



 109
 








Schedule 2


Conditions
Precedent Documents


Part 1


To be
Delivered before the First Loan


Original Obligors / Existing Security Providers


1.             A copy of the articles of association of each  Existing Security Provider.


2.             A copy of a resolution of the board of directors of each Existing
Security Provider approving the terms of, and the transactions contemplated by,
the Finance Documents(1).


3.             A specimen of the signature of each person authorised on behalf of an
Existing Security Provider to execute or witness the execution of any Finance
Document or to sign or send any document or notice in connection with any
Finance Document.


4.             A copy of the minutes of the shareholders' meeting of each Obligor:


(a)           approving for the purposes of article 556 of the Belgian Companies Act,
the terms of and transactions contemplated by the Finance Documents, and in
particular, the provisions having the effect that an event of default will be
triggered and/or that may require an early repayment if there is a change of
control; and


(b)           authorising named persons to fulfil the formalities with the Registry of
the Commercial Court of the registered office of such Obligor following the
decision taken in accordance with the above.


5.             A certificate of an authorised signatory of the Original Borrower:


(a)           confirming that utilising the Total Commitments in full would not breach
any limit binding on any Original Obligor; and


(b)           certifying that each copy document specified in Part 1 of this Schedule
is correct, complete and in full force and effect as at a date no earlier than
the date of the Supplemental Agreement.


6.             Evidence required by the Finance Parties for the purpose of any
applicable money laundering regulations.


7.             Evidence that the agent of the Existing Security Providers under the
Finance Documents for service of process in England has accepted its
appointment.


Security Document(s)


1.             Each Fee Letter.


2.             The Intercreditor Agreement.






(1)           Resolutions to include detailed analyses of corporate benefit in respect
of upstream guarantees, and approvals of supplemental agreements and
continuation of security under Existing Security Documents.



 110
 








3.             The Company Share Pledge.


4.             The Telenet Share Pledge.


5.             The UPC Belgium Share Pledge.


6.             Pledges of Subordinated Shareholder Loans in respect of all relevant
loans in place at the first Utilisation Date.


7.             Each duly executed Existing Security Document.


Miscellaneous


1.             The Syndication Letter.


2.             The most recent audited financial statements of each Obligor.


3.             A copy of the Funds Flow Statement detailing the proposed movement of
funds on or before the Closing Date.


4.             Written confirmation signed by a director of the Company confirming that
all fees and expenses then due and payable including all legal fees from the
Company under the Finance Documents have been or will be paid within 5 Business
Days of the first Utilisation Date.


5.             Evidence that the Existing Senior Facility will be prepaid and cancelled
in full on or by the first Utilisation Date.


6.             An effective discharge of all Existing Share Pledges and all Existing
Notes Security, in each case on or before the first Utilisation Date.  The Obligors undertake, and shall procure the
Restricted Persons to undertake, reasonable endeavours to de-register any
registered Existing Notes Security as soon as practical following the first
Utilisation Date, at their own or at the Company's cost.


7.             Evidence that the Senior Discount Notes and the Senior Notes have been
called and will be redeemed and cancelled in full on or before the first
Utilisation Date.


8.             An initialled copy of the budget for 2007.


9.             A letter from the Company in a form to be mutually agreed describing
hedging arrangements to be entered into in respect of hedging interest rate
liabilities (the Hedging Letter).


Legal opinions


1.             A legal opinion of legal advisers to the Mandated Lead Arrangers and
each Agent, addressed to the Finance Parties as to English law.


2.             A legal opinion of legal advisers to the Mandated Lead Arrangers and
each Agent, addressed to the Finance Parties as to Belgian law.



 111
 








Part 2


For an
Additional Obligor


Additional Obligors


1.             An Accession Agreement duly executed by (amongst others) the Company and
the Additional Obligor.


2.             A copy of the constitutional documents of the Additional Obligor.


3.             A copy of a resolution of the board of directors of the Additional
Obligor approving the terms of, and the transactions contemplated by, the
relevant Finance Documents.


4.             A specimen of the signature of each person authorised on behalf of the
Additional Obligor to execute or witness the execution of any Finance Document
or to sign or send any document or notice in connection with any Finance
Document.


5.             A copy of a resolution, signed by all (or any lower percentage agreed by
the Facility Agent) of the holders of its issued or allotted shares, approving
the terms of, and the transactions contemplated by, the relevant Accession
Agreement.


6.             If applicable, a copy of a resolution of the board of directors of each
corporate shareholder in the Additional Guarantor approving any resolution
referred to in paragraph 5 above.


7.             A certificate of an authorised signatory of the Additional Obligor:


(a)           confirming that utilising the Total Commitments in full would not breach
any limit binding on it; and


(b)           certifying that each copy document specified in Part 2 of this Schedule
is correct, complete and in full force and effect as at a date no earlier than
the date of the Accession Agreement.


8.             If available, a copy of the latest audited accounts of the Additional
Obligor.


9.             Evidence that the agent of the Additional Obligor under the Finance
Documents for service of process in England has accepted its appointment.


10.           Evidence required by the Finance Parties for the purpose of any
applicable money laundering regulations.


Legal Opinions


1.             A legal opinion of Allen & Overy, London, legal advisers to the
Facility Agent, addressed to the Finance Parties in scope and substance similar
to the legal opinion of Allen & Overy, London, delivered under Part 1 of
this Schedule 2.


2.             If the Additional Obligor is incorporated in a jurisdiction other than
England, a legal opinion from legal advisers in that jurisdiction acceptable to
the Facility Agent, addressed to the Finance Parties.



 112
 








Other documents and evidence


1.             Evidence that all expenses due and payable from an Obligor under this
Agreement in respect of the Accession Agreement have been paid.


2.             Such duly executed Security Documents that the Facility Agent (acting on
the instructions of the Majority Lenders) may require which (in the case of any
U.S. Borrower only) shall include a share pledge over the shares of any
Additional Obligor and Security Documents which are consistent with the
Security Documents delivered under Part 1 of this Schedule 2.


3.             A copy of any other authorisation or other document, opinion or
assurance which the Facility Agent has notified the Company is necessary or
desirable in connection with the entry into and performance of, and the
transactions contemplated by, the Accession Agreement or for the validity and
enforceability of any Finance Document.



 113
 








Schedule 3


Form of
Request


To:          [FACILITY AGENT] as Facility Agent


From:      [                               ]


Date:       [                               ]


Telenet BidCo NV (and others)
€2,300,000,000 Credit Agreement

dated 1 August 2007 (the Agreement)


1.             We refer to the Agreement.  This
is a Request.


2.             We wish to borrow a [Term Loan A Facility]/[Term Loan B1 Facility]/[Term
Loan B2 Facility]/[Term Loan C Facility]/[Revolving] Loan on the following
terms:


(a)           Utilisation Date:
[                               ]


(b)           Amount/currency:
[                                         ]


(c)           Term:
[                                         ]


(d)           Purpose:
[                                         ]


3.             Our payment instructions are:
[                                    ].


4.             We confirm that each condition precedent under the Agreement which must
be satisfied on the date of this Request is so satisfied.


5.             We confirm that the Repeating Representations are correct in all
material respects and no Event of Default is outstanding or will result from
the Loan.


6.             This Request is irrevocable.


By:


[                               ]



 114
 








Schedule 4


Calculation
of the Mandatory Cost


1.             General


1.1           The Mandatory Cost is to compensate a Lender for the cost of compliance
with:


(a)           the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces any of its
functions); or


(b)           the requirements of the European Central Bank.


1.2           The Mandatory Cost is expressed as a percentage rate per annum.


1.3           The Mandatory Cost is the weighted average (weighted in proportion to
the percentage share of each Lender in the relevant Loan) of the rates for the
Lenders calculated by the Facility Agent in accordance with this Schedule on
the first day of a Term
(or as soon as possible after then).


1.4           The Facility Agent must distribute each amount of Mandatory Cost among
the Lenders on the basis of the rate for each Lender.


1.5           Any determination by the Facility Agent pursuant to this Schedule will
be, in the absence of manifest error, conclusive and binding on all the
Parties.


2.             For a Lender
lending from a Facility Office in the U.K.


2.1           The relevant rate for a Lender lending from a Facility Office in the
U.K. is calculated in accordance with the following formula:


	
  Ex 0.01

  	
   per cent. per
  annum

  
	
  300

  



 


where on the day of
application of the formula, E is calculated by the Facility Agent as being the
average of the rates of charge under the fees rules supplied by the Reference
Banks to the Facility Agent under paragraph 2.4 below (and expressed in pounds
per £1 million).


2.2           For the purposes of this paragraph 2:


(a)           fees rules means the then current rules on periodic fees in the
Supervision Manual of the FSA Handbook or any other law or regulation as may
then be in force for the payment of fees for the acceptance of deposits;


(b)           fee tariffs means the fee tariffs specified in the fees rules under
fee-block Category A1 (Deposit acceptors) (ignoring any minimum fee or zero
rated fee required pursuant to the fees rules but applying any applicable
discount rate); and


(c)           tariff base has the meaning given to it in, and will be calculated in
accordance with, the fees rules.


2.3           Each rate calculated in accordance with the formula is, if necessary,
rounded upward to four decimal places.



 115
 








2.4           If requested by the Facility Agent, each Reference Bank must, as soon as
practicable after publication by the Financial Services Authority, supply to
the Facility Agent the rate of charge payable by that Reference Bank to the
Financial Services Authority under the fees rules for that financial year of
the Financial Services Authority (calculated by that Reference Bank as being
the average of the fee tariffs applicable to that Reference Bank for that
financial year) and expressed in pounds per £1 million of the tariff base of
that Reference Bank.


2.5           Each Lender must supply to the Facility Agent the information required
by it to make a calculation of the rate for that Lender.  In particular, each Lender must supply the
following information on or prior to the date on which it becomes a Lender:


(a)           the jurisdiction of its Facility Office; and


(b)           any other information that the Facility Agent reasonably requires for
that purpose.


(c)           Each Lender must promptly notify the Facility Agent of any change to the
information supplied to it under this paragraph.


2.6           The rates of charge of each Reference Bank for the purpose of E above
are determined by the Facility Agent based upon the information supplied to it
under paragraphs 2.4 and 2.5 above. 
Unless a Lender notifies the Facility Agent to the contrary, the Facility
Agent may assume that the Lender's obligations in respect of cash ratio
deposits and special deposits are the same as those of a typical bank from its
jurisdiction of incorporation with a Facility Office in the U.K.


2.7           The Facility Agent has no liability to any Party if its calculation over
or under compensates any Lender.  The
Facility Agent is entitled to assume that the information provided by any
Lender or Reference Bank under this Schedule is true and correct in all
respects.


3.             For a Lender lending
from a Facility Office in a Participating Member State


3.1           The relevant rate for a Lender lending from a Facility Office in a
Participating Member State is the percentage rate per annum notified by that
Lender to the Facility Agent.  This
percentage rate per annum must be certified by that Lender in its notice to the
Facility Agent as its reasonable determination of the cost (expressed as a
percentage of that Lender's share in all Loans made from that Facility Office)
of complying with the minimum reserve requirements of the European Central Bank
in respect of Loans made from that Facility Office.


3.2           If a Lender fails to specify a rate under paragraph 3.1 above, the
Facility Agent will assume that the Lender has not incurred any such cost.


4.             Changes


4.1           The Facility Agent may, after consultation with the Company and the
Lenders, determine and notify all the Parties of any amendment to this Schedule
which is required to reflect:


(a)           any change in law or regulation; or


(b)           any requirement imposed by the Bank of England, the Financial Services
Authority or the European Central Bank (or, in any case, any successor
authority).



 116
 








4.2           If the Facility Agent, after consultation with the Company, determines
that the Mandatory Cost for a Lender lending from a Facility Office in the U.K.
can be calculated by reference to a screen, the Facility Agent may notify all
the Parties of any amendment to this Agreement which is required to reflect
this.



 117
 








Schedule 5


Form of
Transfer Certificate


To:          [FACILITY AGENT] as Facility Agent


From:      [THE
EXISTING LENDER] (the Existing Lender)
and [THE NEW LENDER] (the New Lender)


Date:       [                         ]


Telenet BidCo NV (and others)
€2,300,000,000 Credit Agreement

dated 1 August 2007 (the Agreement)


We refer to the Agreement.  This
is a Transfer Certificate.


1.             The Existing Lender transfers by novation to the New Lender the Existing
Lender's rights and obligations referred to in the Schedule below in accordance
with the terms of the Agreement.


2.             The proposed Transfer Date is [     ].


3.             The administrative details of the New Lender for the purposes of the
Agreement are set out in the Schedule.


4.             This Transfer Certificate is governed by English law.


5.             For the purposes of Article 1278 of the Belgium Civil Code, the Existing
Lender, the Facility Agent and the New Lender agree that the Security Documents
will be for the benefit of the New Lender in accordance with Clause 27.4
(Procedure for transfer by way of novations) of the Agreement.


6.             The New Lender represents on the date of this Transfer Certificate that
it is a Qualifying Lender.



 118
 








THE SCHEDULE


Rights and obligations to be transferred by novation

[insert relevant details, including applicable Commitment (or part)]


Administrative details of the New Lender

[insert details of Facility Office, address for notices and payment details
etc.]


	
  [EXISTING LENDER]

  	
  [NEW LENDER]

  
	
   

  	
   

  
	
  By:

  	
  By:

  



 


The Transfer Date is confirmed by the Facility Agent
as
[                  ].


[FACILITY AGENT]


By:



 119
 








Schedule 6


Existing
Security


	
  Member of the Group 

  creating security

  	
   

  	
  Details of
  security

  	
   

  	
  Maximum 

  principal amount
  secured

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet Group Holding NV

  	
   

  	
  Pledge with
  respect to the shares of Telenet Vlaanderen NV (16,100 shares), pursuant to
  accession agreement dated February 24, 2006

  	
   

  	
  Secured Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First rank pledge
  over receivables, pursuant to receivables and securities pledge agreement
  dated August 9, 2002

  	
   

  	
  Secured Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet Communications NV

  	
   

  	
  First rank pledge
  over receivables, pursuant to receivables and securities pledge agreement
  dated August 9, 2002

  	
   

  	
  Secured Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet BidCo NV

  	
   

  	
  Mortgage mandate,
  dated August 9, 2002

  	
   

  	
  €

  	
  650,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating charge,
  pursuant to partial exercise of floating charge mandate dated August 9, 2002

  	
   

  	
  €

  	
  250,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pledge with
  respect to the shares of Telenet Vlaanderen NV (4,605,979 shares), pursuant
  to share pledge agreement dated December 22, 2003 and supplemental agreement
  dated February 24, 2006

  	
   

  	
  Secured Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First rank pledge
  over receivables, pursuant to a receivables and securities pledge agreement
  dated August 9, 2002

  	
   

  	
  Secured Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet NV

  	
   

  	
  Mortgage (former
  Telenet Operaties NV), pursuant to a mortgage deed dated March 27, 2002, a
  mortgage deed dated August 9, 2002 and a mortgage deed dated September 30,
  2002

  	
   

  	
  €

  	
  800,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mortgage (former
  MixtICS NV), pursuant to a mortgage deed dated September 30, 2002

  	
   

  	
  €

  	
  625,000,000

  	
   

  



 



 120
 








 


	
  Member of the Group 

  creating security

  	
   

  	
  Details of
  security

  	
   

  	
  Maximum 

  principal amount
  secured

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and a mortgage
  deed dated August 9, 2002

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mortgage (former
  Telenet Solutions NV), pursuant to a mortgage deed dated May 14, 2004

  	
   

  	
  €

  	
  50,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mortgage mandate
  (former Telenet Operaties NV), dated August 9, 2002 (minus exercise of
  €200,000,000)

  	
   

  	
  €

  	
  450,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mortgage mandate
  (former MixtICS NV), dated August 9, 2002 (minus exercise of €200,000,000)

  	
   

  	
  €

  	
  450,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating charge,
  dated June 9, 2006, effective May 12, 2006

  	
   

  	
  €

  	
  135,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating charge
  mandate, dated May 12, 2006

  	
   

  	
  €

  	
  865,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating charge
  (former Telenet Operaties NV), pursuant to a floating charge agreement dated
  March 29, 2001, two floating charge agreements dated August 9, 2002 and a
  partial exercise of a floating charge mandated dated March 29, 2001

  	
   

  	
  €

  	
  1,250,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating charge
  (former MixtICS NV), pursuant to two floating charge agreements dated August
  9, 2002

  	
   

  	
  €

  	
  865,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating charge
  (former PayTVCo NV), pursuant to a floating charge agreement dated February
  27, 2004

  	
   

  	
  €

  	
  75,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating charge
  (former Telenet Solutions NV), pursuant to a floating charge agreement dated
  February 27, 2004

  	
   

  	
  €

  	
  75,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  First rank pledge
  over receivables, pursuant to a receivables and securities pledge agreement
  dated August 9, 2002

  	
   

  	
  Secured Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet Vlaanderen NV

  	
   

  	
  Mortgage,
  pursuant to a mortgage deed dated August 9, 2002 and a mortgage deed dated
  September 30, 2002

  	
   

  	
  €

  	
  625,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mortgage mandate,
  dated August 9, 2002

  	
   

  	
  €

  	
  450,000,000

  	
   

  



 



 121
 








 


	
  Member of the Group 

  creating security

  	
   

  	
  Details of
  security

  	
   

  	
  Maximum 

  principal amount
  secured

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (minus exercise
  of €200,000,000)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Floating charge,
  pursuant to a floating charge agreement dated August 9, 2002 and exercise of
  the floating charge mandate dated August 9, 2002

  	
   

  	
  €

  	
  865,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pledge over
  receivables, pursuant to a receivables and securities pledge agreement dated
  August 9, 2002

  	
   

  	
  Secured Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  UPC Belgium NV

  	
   

  	
  Pledge over receivables
  and securities, dated April 17, 2007

  	
   

  	
  Secured Liabilities

  	
   

  



 



 122















Schedule
7


Existing
Share Pledges


	
  Member of the Group

  creating security

  	
   

  	
  Details of
  security

  	
   

  	
  Maximum

  principal amount

  secured

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet Group Holding NV

  	
   

  	
  First rank pledge
  with respect to the shares of Telenet BidCo NV (one share), pursuant to share
  pledge agreement dated December 22, 2003



  	
   

  	
  Secured Liabilities

  
	
  

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Pledge
  with respect to the shares of Telenet NV (4,250 shares), pursuant to accession
  agreement dated February 24, 2006

  	
   

  	
  Secured Liabilities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet Communications NV

  	
   

  	
  First rank pledge
  with respect to the shares of Telenet BidCo NV (28,379,617 shares), pursuant
  to share pledge agreement dated August 9, 2002

  	
   

  	
  Secured Liabilities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet BidCo NV

  	
   

  	
  First rank pledge
  with respect to the shares of Telenet NV (2,534,814 shares), pursuant to a
  share pledge agreement dated May 13, 2003, a supplemental agreement dated
  December 22, 2003, a supplemental agreement dated August 12, 2005 and two
  supplemental agreements dated February 24, 2006



  	
   

  	
  Secured Liabilities

  
	
  

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Pledge with
  respect to the shares of UPC Belgium NV (807,017 shares), dated April 17, 2007

  	
   

  	
  Secured Liabilities

  



 



 123
 









Schedule
8


Existing
Notes Security


	
  Member of the Group 

  creating security

  	
   

  	
  Details of
  security

  	
   

  	
  Maximum

  principal amount 

  secured

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet Group Holding NV

  	
   

  	
  Second rank
  pledge with respect to the shares of Telenet BidCo NV (one share), pursuant
  to a second rank share pledge agreement dated December 22, 2003



  	
   

  	
  Secured Liabilities

  
	
  

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Second rank
  pledge over receivables, pursuant to a second rank receivables pledge
  agreement dated December 22, 2003

  	
   

  	
  Secured Liabilities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet Communications NV

  	
   

  	
  Second rank
  pledge with respect to the shares of Telenet BidCo NV (28,379,617 shares),
  pursuant to a second rank share pledge agreement dated December 22, 2003



  	
   

  	
  Secured Liabilities

  
	
  

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Second rank
  pledge over receivables, pursuant to a second rank receivables pledge
  agreement dated December 22, 2003

  	
   

  	
  Secured Liabilities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet BidCo NV

  	
   

  	
  Second rank
  pledge with respect to the shares of Telenet NV (1,315,448 shares), pursuant
  to a second rank share pledge agreement dated December 22, 2003



  	
   

  	
  Secured Liabilities

  
	
  

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Second rank
  pledge over receivables, pursuant to a second rank receivables pledge
  agreement dated December 22, 2003

  	
   

  	
  Secured Liabilities

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Telenet NV

  	
   

  	
  Second rank
  pledge over receivables, pursuant to a second rank receivables pledge
  agreement dated December 22, 2003

  	
   

  	
  Secured Liabilities

  



 



 124
 









Schedule
9


Form
of Compliance Certificate


To:          [FACILITY AGENT] as
Facility Agent


From:      TELENET
BIDCO NV


Date:       [                              
]


TELENET BIDCO NV – €2,300,000,000 Credit
Agreement

dated 1 August 2007 (the Agreement)


1.                                       We refer to the Agreement.  This is a Compliance Certificate.


2.                                       We confirm that as at [relevant
testing date]:


(a)                                  Net Total Debt is [•] and
Consolidated Annualised EBITDA is [•]; therefore, the ratio of Net Total
Debt to Consolidated Annualised EBITDA is [•] to 1; and


(b)                                 Consolidated EBITDA is [•] and
Total Cash Interest is [•]; therefore the ratio of Consolidated EBITDA to
Total Cash Interest is [•] to 1.


3.                                       We set out below calculations
establishing the figures in paragraph 2:


[                        ].


4.                                       [We confirm that no Default is
outstanding as at [relevant testing date].(2)


5.                                       We confirm that as at [relevant
testing date], the Material Subsidiaries are:


TELENET BIDCO NV


By:


[insert applicable certification language]


for                          


[auditors of the Company](3)






	
  (2)

  	
   

  	
  If this statement cannot be made, the certificate
  should identify any Default that is outstanding and the steps, if any, being
  taken to remedy it.

  
	
  (3)

  	
   

  	
  If tested annually, only include in certificate with
  annual accounts.

  




 125
 









Schedule
10


Form
of Accession Agreement


To:          [FACILITY AGENT] as
Facility Agent


From:      TELENET
BIDCO NV and [Proposed Borrower/Proposed Guarantor]


Date:       [                         ]


Telenet BidCo NV –
€2,300,000,000 Credit Agreement

dated 1 August 2007 (the Agreement)


We refer to the Agreement.  This is an Accession Agreement.


[Name of company] of [address/registered office]
agrees to become an Additional Borrower/Guarantor and to be bound by the terms
of the Agreement as an Additional Borrower/Guarantor.


This Accession Agreement is governed by English law.


TELENET BIDCO NV


By:


 


[PROPOSED BORROWER/GUARANTOR](1)


By:



 126
 









Schedule
11


Form
of Telenet Additional Facility Accession Agreement


To:          [FACILITY AGENT] as Facility
Agent


                [SECURITY
AGENT] as Security Agent


From:      [Proposed
Additional Facility Lender(s)]


Date:       [•]


TELENET BIDCO NV -
€2,300,000,000 Credit Agreement

dated 1 August 2007 (the Credit Agreement)


1.                                       Terms defined in the Credit
Agreement shall have the same meaning in this Deed.


2.                                       We refer to Clause 2.6 (Telenet
Additional Facility) of the Credit Agreement.


3.                                       We, [Name of Lender(s)] agree to
become party to and to be bound by the terms of the Credit Agreement as [a]
Lender(s) in accordance with Clause 2.6 (Telenet Additional Facility).


4.                                       Our Telenet Additional Facility
Commitment is EUR/US$ [              ].


5.                                       The final maturity date in respect
of our Telenet Additional Facility Commitment is [        ].


6.                                       The Telenet Additional Facility
Availability Period in relation to this Telenet Additional Facility is [     ].


7.                                       The Margin in relation to this Telenet
Additional Facility is [   ] per
annum.  [If applicable set out how the
Margin will be adjusted].


8.                                       Advances under this Telenet
Additional Facility will be applied [                          ].


9.                                       We confirm to each Finance Party
that:


(a)                                  we have made our own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in the
Credit Agreement and have not relied on any information provided to us by a Finance
Party in connection with any Finance Document; and


(b)                                 we will continue to make our own
independent appraisal of the creditworthiness of each Obligor and its related
entities while any amount is or may be outstanding under the Credit Agreement
or any Telenet Additional Facility Commitment is in force.


10.                                 The Facility Office and address for
notices of the Lender is:


[                 ]


11.                                 This Agreement is governed by
English law.


[LENDER(S)]


By:



 127
 









[FACILITY
AGENT] as Facility Agent


By:


TELENET BIDCO NV


By:



 128
 









Schedule
12


Form
of Resignation Request


To:          [FACILITY
AGENT] as Facility Agent


From:      TELENET BIDCO NV


Date:       [       ]


TELENET BIDCO NV -
€2,300,000,000 Credit Agreement

dated 1 August 2007 (the Agreement)


1.             We refer to the Agreement. This is a Resignation
Request.


2.             We request that [resigning Obligor] be released
from its obligations as [a/an](4) [Obligor/Borrower/Guarantor] (5)under the
Agreement.


3.             We confirm that no Default is outstanding or
would result from the acceptance of this Resignation Request.


4.             We confirm that as at the date of this
Resignation Request no amount owed by [resigning Obligor] under the Agreement
is outstanding.


5.             This Resignation Request is governed by English
law.


	
  TELENET BIDCO NV

  	
   

  	
  [Relevant
  Obligor]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  



 


The Facility Agent confirms that this resignation
takes effect on [          ].


[FACILITY AGENT]


By:






	
  (4)

  	
   

  	
  Delete as applicable.

  
	
  (5)

  	
   

  	
  Delete as applicable.

  




 129
 









Signatories


	
  Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET BIDCO NV

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  RENAAT BERCKMOES

  
					



 


 


	
  Original Borrower

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET BIDCO NV

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  RENAAT BERCKMOES

  
					



 


 


	
  Original Guarantors

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TELENET BIDCO NV

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  RENAAT BERCKMOES

  
					



 


 


	
  TELENET NV

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  RENAAT BERCKMOES

  
					



 


 


	
  UPC BELGIUM NV

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  RENAAT BERCKMOES

  
					



 


 


	
  Mandated Lead Arrangers

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  GEERT DE GREEF

  	
   

  	
  BART VERVOORT

  
									



 


 


	
  BNP PARIBAS S.A.

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  LAURENCE BEGHIN

  
					



 



 130
 









 


	
  J.P. MORGAN PLC

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  FRANCES GOODCHILD

  
					



 


 


	
  Initial Original Lenders

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  GEERT DE GREEF

  	
   

  	
  BART VERVOORT

  
									



 


 


	
  BNP PARIBAS S.A.

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  LAURENCE BEGHIN

  
					



 


 


	
  JPMORGAN CHASE BANK, N.A.

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  FRANCES GOODCHILD

  
					



 


 


	
  Facility Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BNP PARIBAS

  	
   

  	
   

  
	
   

  
	
  By:

  	
   

  	
  LAURENCE BEGHIN

  
					



 


 


	
  Security Agent

  
	
   

  
	
  KBC
  BANK NV

  
	
   

  
	
  By:

  	
   

  	
  FRANS LOECKX

  



 



 131