UNITED PAN EUROPE COMMUNICATIONS NV
UPC 4 BILLION SENIOR SECURED CREDIT FACILITY
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>UPC 4 BILLION SENIOR SECURED CREDIT FACILITY
<TEXT>

<PAGE>

                                                                  CONFORMED COPY

                                   AGREEMENT

                            Dated 26th October 2000

                              (Euro)3,500,000,000

                                      and

                         US$347,500,000 and 95,000,000

                        SENIOR SECURED CREDIT FACILITY

                                      for

                         UPC DISTRIBUTION HOLDING B.V.

                                      and

                           UPC FINANCING PARTNERSHIP
                                 as Borrowers

                                  arranged by

                              CHASE MANHATTAN plc
                            TD BANK EUROPE LIMITED
                              ABN AMRO BANK N.V.
                     BANK OF AMERICA INTERNATIONAL LIMITED
                                  BNP PARIBAS
                            CIBC WORLD MARKETS plc
                                CREDIT LYONNAIS
                         FORTIS BANK (NEDERLAND) N.V.
                                      and
                        THE ROYAL BANK OF SCOTLAND plc


                                     with

                            TD BANK EUROPE LIMITED
                                      and
                        TORONTO DOMINION (TEXAS), INC.,
                           acting as Facility Agents

                                 ALLEN & OVERY
                                    London
                                  BK:801985.2
<PAGE>

<TABLE>
<CAPTION>

                                     INDEX

Clause                                                                            Page
<S>                                                                               <C>
1.       Interpretation........................................................      1
2.       The Facilities........................................................     35
3.       Purpose...............................................................     38
4.       Conditions Precedent..................................................     39
5.       Advances..............................................................     41
6.       Repayment.............................................................     43
7.       Cancellation and Prepayment...........................................     45
8.       Interest..............................................................     52
9.       Payments..............................................................     55
10.      Tax Gross-up and Indemnities..........................................     57
11.      Market Disruption.....................................................     60
12.      Increased Costs.......................................................     61
13.      Illegality and Mitigation.............................................     62
14.      Guarantee.............................................................     63
15.      Representations and Warranties........................................     66
16.      Undertakings..........................................................     73
17.      Financial Covenants...................................................     93
18.      Default...............................................................    100
19.      Facility Agent, Security Agent, Lead Arrangers and Lenders............    108
20.      Fees..................................................................    113
21.      Expenses..............................................................    114
22.      Stamp Duties..........................................................    115
23.      Indemnities...........................................................    115
24.      Evidence and Calculations.............................................    116
25.      Amendments and Waivers................................................    117
26.      Changes to the Parties................................................    118
27.      Disclosure of Information.............................................    123
28.      Set-off...............................................................    124
29.      Pro Rata Sharing......................................................    124
30.      Severability..........................................................    125
31.      Counterparts..........................................................    125
32.      Notices...............................................................    126
33.      Language..............................................................    127
34.      Jurisdiction..........................................................    128
35.      Waiver or Immunity....................................................    129
36.      Governing Law.........................................................    129
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Schedules
<S>                                                                              <C>
1.       Part I - Original Guarantors...........................................  130
         Part II - Original Lenders and Commitments.............................  131
2.       Conditions Precedent Documents.........................................  135
         Part I - To be delivered before the First Advance......................  135
         Part II - To be delivered by an Additional Guarantor...................  138
3.       Mandatory Cost Formulae................................................  141
4.       Form of Request and Cancellation Notice................................  143
         Part I - Form of Request...............................................  143
         Part II - Form of Cancellation and/or Prepayment Notice................  144
5.       Forms of Accession Documents...........................................  146
         Part I - Novation Certificate..........................................  146
         Part II - Guarantor Accession Agreement................................  147
6.       Form of LMA Confidentiality Undertaking................................  148
7.       Security Documents.....................................................  152
8.       Relevant Security Interests............................................  153
9.       Relevant Financial Indebtedness........................................  154
10.      Borrower Group Structure...............................................  155
         Part I - Borrower Group as at the Signing Date.........................  155
         Part II - Borrower Group following Completion of the Restructuring.....  155
11.      Material Contracts.....................................................  157
         Part I - Interconnect Agreements.......................................  157
         Part II - Shareholders' Agreements.....................................  163
12.      Licences...............................................................  164


Signatories.....................................................................  205
</TABLE>
<PAGE>

THE AGREEMENT is dated 26th October, 2000 and made BETWEEN:

(1)  UPC DISTRIBUTION HOLDING B.V. ("UPC Distribution");

(2)  UPC FINANCING PARTNERSHIP, a general partnership formed under the laws of
     Delaware, United States and, as of the Signing Date, with its principal
     place of business at 4643 South Ulster Street, Suite 1300, Denver, Colorado
     80237, USA (the "US Borrower");

(3)  THE COMPANIES identified as guarantors in Part I of Schedule 1 (the
     "Original Guarantors");

(4)  CHASE MANHATTAN plc, TD BANK EUROPE LIMITED, ABN AMRO BANK N.V., BANK OF
     AMERICA INTERNATIONAL LIMITED, BNP PARIBAS, CIBC WORLD MARKETS plc, CREDIT
     LYONNAIS, FORTIS BANK (NEDERLAND) N.V., and THE ROYAL BANK OF SCOTLAND plc
     as lead arrangers (in this capacity, the "Lead Arrangers");

(5)  THE BANKS AND FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as
     lenders (the "Original Lenders");

(6)  TD BANK EUROPE LIMITED and TORONTO DOMINION (TEXAS), INC., as facility
     agents; and

(7)  TD BANK EUROPE LIMITED as security agent for the Finance Parties (in this
     capacity, the "Security Agent").

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In this Agreement:

     "Accounting Period"

     in relation to any person means any period of approximately three months or
     one year for which accounts of such person are required to be delivered
     pursuant to this Agreement.

     "Acquisition"

     means the acquisition (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.

     "Acquisition Cost"

     means, in relation to an Acquisition, the value of the consideration for
     that Acquisition at the time of completion of the Acquisition and for this
     purpose:
<PAGE>

                                       2

     (a)  the value at the time of completion of the Acquisition of any
          consideration to be paid or delivered after the time of completion of
          the Acquisition will be determined in accordance with GAAP (provided
          that, for the purposes only of paragraph (c)(i) of the definition of
          "Permitted Acquisition", paragraph (b)(i) of the definition of
          "Permitted Joint Venture" and Clause 16.11(b)(ii) (Acquisitions and
          mergers) and the definition of "Borrower Group Capitalisation" in
          Clause 17.1 (Financial Definitions), the value of any such deferred
          consideration shall only be included in the calculation of the
          Acquisition Cost of an Acquisition at the time such deferred
          consideration is paid or delivered);

     (b)  if the entity acquired becomes a member of the Borrower Group as a
          result of the Acquisition, the aggregate principal amount of Financial
          Indebtedness of any entity  acquired outstanding at the time of
          completion of the Acquisition (including without limitation any
          Lending Transaction (as defined in Clause 16.14(g) (Loans and
          guarantees) made by a member of the Borrower Group in connection with
          the relevant Acquisition) will be counted as part of the consideration
          for that Acquisition;

     (c)  if the entity acquired does not become a member of the Borrower Group
          as a result of the Acquisition, the aggregate principal amount of
          Financial Indebtedness of the entity acquired at the time of
          completion of the Acquisition will be counted as part of the
          consideration for that 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 Borrower Group; and

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

     expressed in euros, if required, using the Agent's Spot Rate of Exchange on
     the date of completion of the Acquisition.

     "Additional Guarantor"

     means:

     (a) a Subsidiary of UPC Distribution; and

     (b) any UPC Distribution Holdco (other than UPC Holding),

     which in each case becomes an Additional Guarantor in accordance with
     Clause 26.4 (Additional Guarantors).

     "Advance"

     means a Facility A Advance, Facility B Advance or Facility C Advance.

     "Affiliate"

     means, in respect of a person, a direct or indirect Subsidiary or Holding
     Company of that person or any other person which is under common control
     with that person (and for this purpose, "control" has the meaning given to
     it in section 416 of the Income and Corporation Taxes Act 1988 in force as
     at the Signing Date).
<PAGE>

                                       3

     "Agent"

     means the Facility Agent or the Security Agent (or both), as the context
     requires.

     "Agent's Spot Rate of Exchange"

     means the spot rate of exchange as determined by the Facility Agent for the
     purchase of the relevant Optional Currency in the London foreign exchange
     market with euros or US Dollars (as applicable) at or about 11.00 a.m. on a
     particular day.

     "Anniversary"

     means an anniversary of the Signing Date.

     "Annualised EBITDA"

     has the meaning given to it in Clause 17.1 (Financial definitions), save
     where provided to the contrary in Clause 4.3(b) (Pro forma covenant
     compliance).

     "Approved Stock Options"

     means any options, warrants, rights to purchase or other equivalents
     (however designated) issued or granted by a member of the Borrower Group to
     any former, present or future officers, consultants, directors and/or
     employees of any member of the Borrower Group or its Associated Companies
     to subscribe for share capital or similar rights of ownership in that
     member of the Borrower Group provided that the maximum aggregate amount of
     such options, warrants, rights to purchase or other equivalents (however
     designated) shall not exceed (i) 8 per cent. of its issued share capital,
     in the case of Stipdon and any Subsidiary of Stipdon (provided that the
     aggregate amount of such options, warrants, rights to purchase or other
     equivalents issued by Stipdon and its Subsidiaries does not exceed 8 per
     cent. of the issued share capital of Stipdon) and (ii) 7.5 per cent. of its
     issued share capital or similar rights of ownership, in the case of each
     other member of the Borrower Group.

     "Approved Transaction"

     means the transactions announced by UPC and UGC on 26th June, 2000 and
     described in UPC's Current Report on Form 8-K as filed with the US
     Securities and Exchange Commission on 11th July, 2000 or one or a series of
     related transactions resulting in the completion of the transactions so
     described.

     "Associated Company"

     of a person means:

     (a)  any other person which is directly or indirectly Controlled by, under
          common Control with or Controlling such person; or

     (b)  any other person owning beneficially and/or legally directly or
          indirectly 10 per cent. or more of the equity interest in such person
          or 10 per cent. of whose equity is owned beneficially and/or legally
          directly or indirectly by such person.
<PAGE>

                                       4

     "Auditors"

     means Arthur Andersen & Co. or such other leading firm of independent and
     internationally recognised accountants appointed by UPC Distribution as its
     auditors for the purposes of preparing the audited consolidated accounts of
     UPC Distribution.

     "Belmarken"

     means Belmarken Holding B.V., a private limited liability company
     incorporated under the laws of The Netherlands and, as of the Signing Date,
     with its registered office at Amsterdam and its business office at Beech
     Avenue 100, 1119 PW Schiphol Rijk, Postbus 74763, 1070 BT Amsterdam, The
     Netherlands.

     "Beneficiaries"

     has the meaning given to it in the Security Deed.

     "Borrower"

     means each of UPC Distribution and the US Borrower.

     "Borrower Group"

     means:

     (a)  before the completion of the Restructuring, the Obligors (other than
          UPC Distribution Holdco and UPC Holding II) and their respective
          Subsidiaries from time to time; and

     (b)  on and following completion of the Restructuring (other than the
          Romania Restructuring), UPC Distribution and its Subsidiaries from
          time to time,

     excluding, in each case, Unrestricted Subsidiaries, but including, in each
     case, the US Borrower.

     "Break Costs"

     means the amount (if any) by which:

     (a)  the amount of interest (excluding the Margin and any Mandatory Costs)
          which a Lender should have received for the period from the date of
          receipt of all or any part of its participation in an Advance or
          Unpaid Sum to the last day of the current Interest Period in respect
          of that Advance or Unpaid Sum, had the principal amount or Unpaid Sum
          received been paid on the last day of that Interest Period,

     exceeds:

     (b)  the amount of interest which that Lender would be able to obtain by
          placing an amount equal to the principal amount or Unpaid Sum received
          by it on deposit with a leading bank in the London interbank market
          for a period starting on the Business Day following receipt or
          recovery and ending on the last day of the current Interest Period.
<PAGE>

                                       5

     "Business"

     means any business of the Borrower 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)  a day (other than a Saturday or Sunday) on which banks are open for
          general business in:

          (i)    London and Amsterdam;

          (ii)   in relation to a transaction involving US Dollars, New York;
                 and

          (iii)  in relation to a transaction involving an Optional Currency,
                 the principal financial centre of the country of that Optional
                 Currency; or

     (b)  in relation to a rate fixing day or a payment date for euros, a TARGET
          Day.

     "Cancellation Notice"

     means a notice of cancellation and/or prepayment substantially in the form
     of Part II of Schedule 4.

     "Capital Expenditure"

     means any expenditure which is or will be treated as a capital expenditure
     in the audited consolidated financial statements of the Borrower Group in
     accordance with GAAP.

     "Change of Control"

     has the meaning given to it in Clause 7.4(a) (Change of Control).

     "CNA"

     means Cable Networks Austria Holding B.V., a private limited liability
     company incorporated under the laws of The Netherlands and, as of the
     Signing Date, with its
<PAGE>

                                       6

     registered office at Amsterdam and its business office at Beech Avenue 100,
     1119 PW Schiphol Rijk, Postbus 74763, 1070 BT Amsterdam, The Netherlands.

     "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.

     "Commitments"

     means the Facility A Commitments, Facility B Commitments and/or Facility C
     Commitments.

     "Confidentiality Undertaking"

     means a confidentiality undertaking substantially in the recommended form
     of the LMA as set out in Schedule 6 (Form of LMA Confidentiality
     Undertaking) or in any other form agreed between UPC Distribution and the
     Facility Agent.

     "Consultant"

     means Booz Allen & Hamilton.

     "Consultant's Report"

     means the report dated on or about July, 2000 from the Consultant addressed
     to Chase Manhattan plc and TD Securities in relation to the 10 year
     business plan of UPC Distribution.

     "Control"

     means the power of a person:

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

     (b)  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,

     and "Controlled" and "Controlling" have a corresponding meaning.

     "Current Assets"

     means, at any relevant time, the aggregate of the current assets (excluding
     cash) of the Borrower Group at such time which would be included as current
     assets in a consolidated balance sheet of the Borrower Group drawn up at
     such time in accordance with GAAP.

     "Current Liabilities"

     means, at any relevant time, the aggregate of the current liabilities
     (excluding short term debt and overdrafts) of the Borrower Group at such
     time which would be included as current liabilities in a consolidated
     balance sheet of the Borrower Group drawn up at each time in accordance
     with GAAP.
<PAGE>

                                       7

     "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 an Event of Default or any event or circumstances specified in Clause
     18 (Default) which would (with the expiry of a grace period or the giving
     of notice) be an Event of Default.

     "Distribution Business"

     means:

     (a)  the business of upgrading, constructing, creating, developing,
          acquiring, operating, owning, leasing and maintaining cable television
          networks (including for avoidance of doubt master antenna television,
          satellite master antenna television, single and multi-channel
          microwave single or multi-point distribution systems and direct-to-
          home satellite systems) for the transmission, reception and/or
          delivery of multi-channel television and radio programming, telephony
          and internet and/or data services to the residential markets; or

     (b)  any business which is incidental to or related to and, in either case,
          material to such business.

     "Eastern Europe"

     means Europe other than Western Europe.

     "Eastern European Acquisition"

     means an acquisition (including, without limitation, by purchase,
     subscription or otherwise) of:

     (a)  all or any part of the share capital or equivalent of a person or
          company (including, without limitation any partnership or joint
          venture) incorporated or carrying on a material part of its business
          in Eastern Europe; or

     (b)  any asset or assets constituting a business or separate line of
          business, a material part of which is being carried on in Eastern
          Europe,

     but excluding any such Acquisition in relation to an entity which is a
     Subsidiary of UPC on the Signing Date and is incorporated or carries on
     business in Poland on the Signing Date.

     "EBITDA"

     has the meaning given to it in Clause 17.1 (Financial definitions).
<PAGE>

                                       8

     "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 Claim"

     means any claim by any person:

     (a)  in respect of any loss or liability suffered or incurred by that
          person as a result of or in connection with any violation of
          Environmental Law; or

     (b)  that arises as a result of or in connection with Environmental
          Contamination and that could give rise to any remedy or penalty
          (whether interim or final) that may be enforced or assessed by private
          or public legal action or administrative order or proceedings
          including, without limitation, any such claim that arises from injury
          to persons or property.

     "Environmental Contamination"

     means each of the following and their consequences:

     (a)  any release, emission, leakage or spillage of any Dangerous Substance
          at or from any site owned or occupied by any member of the Borrower
          Group into any part of the Environment; or

     (b)  any accident, fire, explosion or sudden event at any site owned or
          occupied by any member of the Borrower Group which is directly caused
          by or attributable to any Dangerous Substance; or

     (c)  any other pollution of the Environment arising at or from any site
          owned or occupied by any member of the Borrower Group.

     "Environmental Law"

     means all legislation, regulations or orders (insofar as such regulations
     or orders have the force of law) to the extent that it relates to the
     protection or impairment of the Environment or the control of Dangerous
     Substances (whether or not in force at the date of this Agreement) which
     are capable of enforcement in any applicable jurisdiction by legal process.

     "Environmental Licence"

     means any permit, licence, authorisation, consent, filing, registration or
     other approval required by any Environmental Law.

     "ERISA"

     means the United States Employee Retirement Income Security Act of 1974, as
     amended.
<PAGE>

                                       9

     "ERISA Affiliate"

     means each trade or business, whether or not incorporated, that would be
     treated as a single employer with any member of the Borrower 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 Borrower Group at the time of that past event.

     "EURIBOR"

     means in relation to any Advance or Unpaid Sum denominated in euros:

     (a)  the applicable Screen Rate for deposits in the currency of the
          relevant Advance or Unpaid Sum for a period equal or comparable to the
          required period at or about 11.00 a.m. (Brussels time) on the
          applicable Rate Fixing Day; or

     (b)  if the rate cannot be determined under paragraph (a) above, the
          arithmetic mean (rounded upwards, if necessary, to the nearest four
          decimal places) of the respective rates, as supplied to the Facility
          Agent at its request, quoted by the Reference Banks to leading banks
          for the offering of deposits in euros for the required period in the
          London interbank market at or about 11.00 a.m. on the Rate Fixing Day
          for such period,

     and for the purposes of this definition, "required period" means the
     Interest Period of an Advance or the period in respect of which EURIBOR
     falls to be determined in relation to any Unpaid Sum.

     "E", "euro" or "euros"

     means the single currency of the Participating Member States.

     "Event of Default"

     means an event specified as such in Clause 18 (Default).

     "Excess Cash Flow"

     means the aggregate consolidated EBITDA of the Borrower Group calculated
     for the most recently ended financial year (beginning with the financial
     year ending on 31st December, 2004), as shown in the quarterly management
     accounts delivered to the Facility Agent pursuant to Clause 16.2(b)
     (Financial information) in respect of the financial quarter ending on 31st
     December in any relevant year:

     (a)  less:

          (i)    any interest and other charges in respect of Financial
                 Indebtedness of the Borrower Group paid during such financial
                 year;

          (ii)   repayments and/or prepayments of any Financial Indebtedness of
                 the Borrower Group paid during such financial year; and

          (iii)  capital expenditure of the Borrower Group incurred during such
                 financial year; and
<PAGE>

                                      10

     (b)  either (A) plus any amount by which Net Working Capital at the
          commencement of such financial year exceeds Net Working Capital at the
          close of such financial year or, as appropriate, (B) minus any amount
          by which Net Working Capital at the end of such financial year exceeds
          Net Working Capital at the beginning of such financial year.

     For the purposes of this definition of "Excess Cash Flow", "Net Working
     Capital" means, at any time, the aggregate of the Current Assets of the
     Borrower Group at such time less the aggregate of the Current Liabilities
     of the Borrower Group at such time.

     "Facility"

     means each of Facility A, Facility B and Facility C.

     "Facility A"

     means the (Euro)750,000,000 revolving credit facility referred to in Clause
     2.1(a) (Facilities).

     "Facility A Advance"

     means an advance made to UPC Distribution under Facility A.

     "Facility A Availability Period"

     means the period from and including the Signing Date up to and including
     the Facility A Final Maturity Date or such earlier date on which the Total
     Facility A Commitments have been cancelled in full or such later date as
     all the Lenders may agree in writing.

     "Facility A Commitment"

     means:

     (a)  in relation to an Original Lender, the amount in euros set opposite
          its name under the heading "Facility A Commitment" in Part II of
          Schedule 1 (Original Lenders and Commitments) and the amount of any
          other Facility A Commitment transferred to it under this Agreement;
          and

     (b)  in relation to any other Lender, the amount in euros of any Facility A
          Commitment transferred to it in accordance with this Agreement,

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

     "Facility A Final Maturity Date"

     means 30th June, 2008 or, if that day is not a Business Day, the preceding
     Business Day.

     "Facility A Lender"

     means a Lender under Facility A.

     "Facility Agent"

     means:
<PAGE>

                                      11

     (a)  TD Bank Europe Limited in its capacity as facility agent under or in
          connection with Facility A, Facility B or Facility C1;

     (b)  Toronto Dominion (Texas), Inc., in its capacity as facility agent
          under or in connection with Facility C2; or

     (c)  both,

     in each case as the context requires; provided that references in this
     Agreement to "Facility Agent" which do not relate solely and specifically
     to Facility C2 shall be deemed to refer to TD Bank Europe Limited in its
     capacity as facility agent under or in connection with the Facility.

     "Facility B"

     means the (Euro)2,750,000,000 term loan facility referred to in Clause
     2.1(b) (Facilities).

     "Facility B Advance"

     means an advance made to UPC Distribution under Facility B.

     "Facility B Availability Period"

     means the period from and including the Signing Date up to and including
     31st December, 2003 or such earlier date on which the Total Facility B
     Commitments have been cancelled in full or such later date as all the
     Lenders may agree in writing.

     "Facility B Commitment"

     means:

     (a)  in relation to an Original Lender, the amount in euros set opposite
          its name under the heading "Facility B Commitment" in Part II of
          Schedule 1 (Original Lenders and Commitments) and the amount of any
          other Facility B Commitment transferred to it under this Agreement;
          and

     (b)  in relation to any other Lender, the amount in euros of any Facility B
          Commitment transferred to it in accordance with this Agreement,

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

     "Facility B Lender"

     means a Lender under Facility B.

     "Facility C"

     means the US$347,500,000 and (Euro)95,000,000 term loan facility referred
     to in Clause 2.1(c) (Facilities).

     "Facility C Advance"

     means a Facility C1 Advance or a Facility C2 Advance.
<PAGE>

                                      12

     "Facility C1"

     means the (Euro)95,000,000 term loan facility which forms a sub-tranche of
     Facility C.

     "Facility C1 Advance"

     means a euro-denominated advance made to UPC Distribution under Facility C.

     "Facility C2"

     means the US$347,500,000 term loan facility which forms a sub-tranche of
     Facility C.

     "Facility C2 Advance"

     means a US Dollar-denominated advance made to the US Borrower under
     Facility C.

     "Facility C Availability Period"

     means the period from and including the Signing Date up to and including
     the earlier of:

     (a) the first Utilisation Date under the Facilities; or

     (b) the date falling 30 days after the Signing Date,

     or such earlier date on which the Total Facility C Commitments have been
     cancelled in full or such later date as all the Lenders may agree in
     writing.

     "Facility C Commitment"

     means, in relation to a Lender, the aggregate for the time being of its:

     (a)  Facility C1 Commitments; and

     (b)  Facility C2 Commitments (translated into euros on the basis of:

          (i)  (if and to the extent that any member of the Borrower Group has
               entered into any currency Senior Hedging Agreement(s) in respect
               of a Facility C2 Advance) the rate at which any such Facility C2
               Advance was swapped into euros; and

          (ii) to the extent the Borrower Group has not entered into any
               currency Senior Hedging Agreements in relation to Facility C2
               Advances or the Facility C2 Commitments are undrawn, the Agent's
               Spot Rate of Exchange on the Utilisation Date).

     "Facility C1 Commitment"

     means:

     (a)  in relation to an Original Lender, the amount in euros set opposite
          its name under the heading "Facility C1 Commitment" in Part II of
          Schedule 1 (Original Lenders and Commitments) and the amount of any
          other Facility C1 Commitment transferred to it under this Agreement;
          and
<PAGE>

                                      13

     (b)  in relation to any other Lender, the amount in euros of any Facility
          C1 Commitment transferred to it in accordance with this Agreement,

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

     "Facility C2 Commitment"

     means:

     (a)  in relation to an Original Lender, the amount in US Dollars set
          opposite its name under the heading "Facility C2 Commitment" in Part
          II of Schedule 1 (Original Lenders and Commitments) and the amount of
          any other Facility C2 Commitment transferred to it under this
          Agreement; and

     (b)  in relation to any other Lender, the amount in US Dollars of any
          Facility C2 Commitment transferred to it in accordance with this
          Agreement,

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

     "Facility C Lender"

     means a Lender under Facility C.

     "Facility Office"

     means the office(s) 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 all or any of its
     obligations under this Agreement.

     "Facility Outstandings"

     has the meaning given to it in Clause 4.3(b) (Pro forma covenant
     compliance).

     "Fee Letter"

     means each of:

     (a)  the letter between Chase Manhattan plc, TD Bank Europe Limited, Cable
          Networks Netherlands Holding B.V. and UPC dated 24th May, 2000 dealing
          with underwriting fees; and

     (b)  the letter between the Facility Agent and the Borrowers dated on or
          about the Signing Date dealing with agency fees,

     in each case setting out the amount of various fees referred to in Clause
     20 (Fees).
<PAGE>

                                      14

     "Final Repayment Date"

     means:

     (a)  when designated "Facility B", 30th June,  2008; and

     (b)  when designated "Facility C", 31st March, 2009,

     or in each case, if that day is not a Business Day, the preceding Business
     Day (and without any such designation means the Facility B Final Repayment
     Date or the Facility C Final Repayment Date, as applicable).

     "Finance Document"

     means this Agreement, a Security Document, the Security Deed, a Fee Letter,
     a Guarantor Accession Agreement, the Syndication Letter, a Novation
     Certificate, and any other document designated in writing as such by the
     Facility Agent and UPC Distribution.

     "Finance Party"

     means a Lead Arranger, a Lender, the Facility Agent or the Security Agent.

     "Finance Period"

     means the period from the date of this Agreement until the date on which
     none of the Beneficiaries and the Obligors has any actual or contingent
     obligations (other than indemnities which survive repayment and termination
     of this Agreement and the Security Documents) under this Agreement or the
     Security Documents.

     "Financial Indebtedness"

     means, without double counting, indebtedness in respect of:

     (a)  money borrowed or raised and debit balances at banks;

     (b)  any bond, note, loan stock, debenture or similar debt instrument;

     (c)  acceptance or documentary credit facilities;

     (d)  receivables sold or discounted (otherwise than on a non-recourse basis
          and other than in the normal course of business for collection);

     (e)  payments for assets acquired or services supplied deferred for a
          period of over 180 days (or 360 days if such deferral is in accordance
          with the terms pursuant to which the relevant assets were or are to be
          acquired or services were or are to be supplied) after the relevant
          assets were or are to be acquired or the relevant services were or are
          to be supplied;

     (f)  finance leases and hire purchase contracts to the extent that they
          constitute capital leases within the meaning of GAAP, provided that
          indebtedness in respect of network leases shall only be included in
          this paragraph (f) for the purposes of the definition of "Excess Cash
          Flow" and Clause 18.5 (Cross default);
<PAGE>

                                      15

     (g)  any other transaction (including without limitation forward sale or
          purchase agreements) having the commercial effect of a borrowing or
          raising of money or any of (b) to (f) above;

     (h)  (for the purposes of Clause 18.5 (Cross default) only) any derivative
          transaction entered into in connection with protection against or
          benefit from fluctuation in any rate or price (and, when calculating
          the value of any derivative transaction, only the marked-to-market
          value shall be taken into account); and

     (i)  guarantees in respect of indebtedness of any person falling within any
          of paragraphs (a) to (g) above (including for the avoidance of doubt,
          without double counting, guarantees given by a member of the Borrower
          Group for the indebtedness of the type falling within (a) to (g) above
          of another member of the Borrower Group),

     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.

     "GAAP"

     means generally accepted accounting principles and practices in the United
     States.

     "Guaranteed Document"

     means each Finance Document, the High Yield Hedging Agreements and the
     Senior Hedging Agreements.

     "Guarantor"

     means each Original Guarantor and each Additional Guarantor.

     "Guarantor Accession Agreement"

     means a deed in the form of Part II of Schedule 5, with such amendments as
     the Facility Agent may approve or reasonably require (including, without
     limitation, any limitation on the obligations of the relevant Additional
     Guarantor which has been approved by the Facility Agent pursuant to Clause
     26.4 (a) (v) (Additional Guarantors).

     "High Yield Hedging Agreements"

     has the meaning given to it in the Security Deed.

     "High Yield Hedging Bank"

     means a Lender or its Affiliate which is or becomes a party to the Security
     Deed as a High Yield Hedging Bank.
<PAGE>

                                      16

     "High Yield Notes"

     means the high yield debt securities issued by UPC pursuant to:

     (a)  the indenture dated as of 30th July, 1999 between UPC and Citibank
          N.A. in relation to US$735,000,000 12 1/2 per cent. senior discount
          notes due 2009; and

     (b)  the indenture dated 30th July, 1999 between UPC and Citibank for the
          $800,000,000 10 per cent. senior notes due 2009 and the (Euro)
          300,000,000 10 per cent. senior notes due 2009.

     "Holding Company"

     means, in relation to a person, an entity of which that person is a
     Subsidiary.

     "Indentures"

     means each of:

     (a)  the indenture dated as of 30th July, 1999 between UPC and Citibank
          N.A. in relation to US$735,000,000 12 1/2 per cent. senior discount
          notes due 2009;

     (b)  the indenture dated 5th February, 1998 between UGC and Firstar Bank of
          Minnesota N.A. (the "UGC Trustee") for the $1,375,000,000 10 3/4 per
          cent. senior secured discount notes due 2009;

     (c)  the indenture dated 15th April, 1999 between UGC and the UGC Trustee
          for the $355,000,000 senior discount notes due 2009;

     (d)  the indenture dated 30th July, 1999 between UPC and Citibank N.A. for
          the $800,000,000 10 7/8 per cent. senior notes due 2009 and the (Euro)
          300,000,000 10 7/8 per cent. senior notes due 2009;

     (e)  the indenture dated 29th October, 1999 between UPC and Citibank N.A.
          for the $200,000,000 10 7/8 per cent. senior notes due 2007 and the
          (Euro) 100,000,000 10 7/8 per cent. senior notes due 2007;

     (f)  the indenture dated 29th October, 1999 between UPC and Citibank N.A.
          for the $252,000,000 11 1/4 per cent. senior notes due 2009 and the
          (Euro) 101,000,000 11 1/4 per cent. senior notes due 2009;

     (g)  the indenture dated 29th October, 1999 between UPC and Citibank N.A.
          for the $478,000,000 13 3/8 per cent. senior discount notes due 2009
          and the (Euro) 191,000,000 13 3/8 per cent. senior discount notes due
          2009;

     (h)  the indenture dated 20th January, 2000 between UPC and Citibank N.A.
          for the $300,000,000 11 1/2 per cent. senior notes due 2010;

     (i)  the indenture dated 20th January, 2000 between UPC and Citibank N.A.
          for $600,000,000 11 1/4 per cent. senior notes due 2010 and the
          (Euro) 200,000,000 11 1/4 per cent. senior notes due 2010; and
<PAGE>

                                      17

     (j)  the indenture dated 20th January, 2000 between UPC and Citibank N.A.
          for the $1,000,000,000 13 3/4 per cent. senior discount notes due
          2010.

     "Information Memorandum"

     means the information memorandum dated June, 2000 as updated by the
     information memorandum dated July, 2000 prepared in connection with
     syndication of the Facilities, and as further updated, if applicable, by an
     information memorandum to be prepared prior to the end of the Syndication
     Period for the purposes of general syndication of the Facilities.

     "Intellectual Property Rights"

     means all know-how, patents, trade marks, designs and design rights,
     trading names, copyrights (including any copyright in computer software),
     database rights and other intellectual property rights anywhere in the
     world (in each case whether registered or not and including all
     applications for the same).

     "Interconnect Agreements"

     means the agreements listed in Part I of Schedule 11 and any interconnect
     agreements maintained pursuant to Clause 16.20 (Inter-connection and
     chello).

     "Interest"

     has the meaning given to it in Clause 17.1 (Financial definitions).

     "Interest Date"

     means the last day of an Interest Period.

     "Interest Period"

     means each period determined in accordance with Clause 8 (Interest).

     "Lender"

     means:

     (a)  any Original Lender; and

     (b)  any person which has become a New Lender (as defined in Clause 26.2
          (Transfers by Lenders)) in accordance with Clause 26 (Changes to the
          Parties),

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

                                      18

     "LIBOR"

     means in relation to any Advance or Unpaid Sum denominated in US Dollars or
     in an Optional Currency (other than euros):

     (a)  the applicable Screen Rate for deposits in the currency of the
          relevant Advance or Unpaid Sum for a period equal or comparable to the
          required period at or about 11.00 a.m. on the applicable Rate Fixing
          Day;

     (b)  in the case of one or more Advances in an Optional Currency (other
          than US Dollars) with the same Utilisation Date in an aggregate amount
          exceeding an Original Euro Amount of (Euro) 500,000,000, the higher
          of:

          (i)  the rate referred to in paragraph (a) above; and

          (ii) the arithmetic mean (rounded upwards, if necessary, to the
               nearest four decimal places) of the respective rates, as supplied
               to the Facility Agent at its request, quoted by the Reference
               Banks to leading banks for the offering of deposits in the
               required currency and for the required period in the London
               interbank market at or about 11.00 a.m. on the Rate Fixing Day
               for such period; or

     (c)  if the rate cannot be determined under paragraph (a) above for the
          purposes of paragraphs (a) or (b) above, the rate determined in
          accordance with paragraph (b)(ii) above,

     and for the purposes of this definition, "required period" means the
     applicable Interest Period of an Advance or the period in respect of which
     LIBOR falls to be determined in relation to any Unpaid Sum.

     "Licence"

     means each of those licences and registrations in respect of any member of
     the Borrower Group set out in Schedule 12 and any licence or registration
     issued by way of renewal, replacement, amendment or re-issue of any such
     licence pursuant to any Telecommunications and Cable Law.

     "LMA"

     means the Loan Market Association.

     "Majority Facility C Lenders"

     means, at any time Lenders the aggregate of whose undrawn Facility C
     Commitments and participations in outstanding Facility C Advances
     (calculated by reference to the Original Euro Amount of such Advances)
     exceeds 66 2/3 per cent. of the undrawn Total Facility C Commitments and
     the Original Euro Amount of outstanding Facility C Advances.

     "Majority Lenders"

     means, at any time Lenders the aggregate of whose undrawn Facility A
     Commitments, undrawn Facility B Commitments and undrawn Facility C
     Commitments and participations in outstanding Facility A Advances, Facility
     B Advances and Facility C Advances (calculated
<PAGE>

                                      19

     by reference to the Original Euro Amount of such Advances) exceeds 66 2/3
     per cent. of the aggregate undrawn Total Facility A Commitments, undrawn
     Total Facility B Commitments, undrawn Total Facility C Commitments and the
     Original Euro Amount of outstanding Advances.

     "Management Fees"

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

     "Mandatory Cost"

     means the percentage rate per annum calculated by the Facility Agent in
     accordance with Schedule 3 (Mandatory Cost Formulae).

     "Margin"

     means, in relation to an Advance at any time, the percentage rate per annum
     determined to be the Margin applicable to that Advance in accordance with
     Clause 8.10 (Margin).

     "Material Adverse Effect"

     means any event or circumstance which has a material adverse effect on the
     ability of the Obligors (taken as a whole) to perform their payment or
     other material obligations under any of the Finance Documents.

     "Material Contracts"

     means the Interconnect Agreements and the Shareholders' Agreements as from
     time to time amended, varied, restated or replaced, in each case in a
     manner that does not constitute an Event of Default under Clause 18.18
     (Material Contracts).

     "Material Subsidiary"

     means any Subsidiary of UPC Distribution which accounts for more than five
     per cent. of one or more of:

     (a)  the book value of the consolidated assets of the Borrower Group; or

     (b)  the consolidated revenues of the Borrower Group; or

     (c)  consolidated EBITDA of the Borrower Group,

     all as shown in the financial statements most recently delivered under
     Clause 16.2(a) or (b) (Financial information) (except that for purposes of
     determining the consolidated revenues and consolidated EBITDA of the
     Borrower Group in respect of the financial statements delivered under
     Clause 16.2(b) (Financial information), the respective amounts of such
     revenues and such EBITDA shall equal two times the consolidated revenues
     and consolidated EBITDA, respectively, of the Borrower Group during the
     relevant Ratio Period ending on the date to which such financial statements
     are prepared).

     If a Subsidiary which is not a Material Subsidiary on the basis of the most
     recent such financial statements most recently delivered receives on any
     date (the "Relevant Date") a
<PAGE>

                                      20

     transfer of assets or the right to receive any revenues or other earnings
     which, taken together with the existing assets or, as the case may be,
     revenues or earnings of that Subsidiary, would satisfy either of the tests
     in paragraphs (a), (b) or (c) above, then that Subsidiary shall also be a
     Material Subsidiary on and from the Relevant Date. If a Material Subsidiary
     disposes of any assets or the right to receive any revenues or earnings
     such that it would on the basis of the most recent such financial
     statements most recently delivered cease to be a Material Subsidiary, then
     it shall be excluded as a Material Subsidiary on and from the date it makes
     such disposal.

     "Necessary Authorisations"

     means all material approvals, consents, authorisations and licences (other
     than the 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 Borrower 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 Borrower 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 Borrower Group in
     arranging and effecting that disposal.

     "Network"

     means the networks operated from time to time by any member of the Borrower
     Group pursuant to the Licences and in accordance with this Agreement.

     "non-Distribution Business Assets"

     has the meaning given to it in Clause 16.10(b)(x)(Disposals).

     "Norwegian Kroner"

     means the lawful currency of Norway for the time being.

     "Novation Certificate"

     has the meaning given to it in Clause 26.3(a)(i) (Procedure for novations).

     "Obligor"

     means a Borrower or a Guarantor including, for the purposes of Clause 18
     (Default), any Subsidiary of UPC Distribution that is required to become a
     Guarantor under Clause 26.4 (Additional Guarantors) but has not yet become
     a Guarantor.

     "Obligor Pledge of Shareholder Loans"

     means the deed of pledge of shareholder loans to be entered into between
     certain Obligors and the Security Agent in the agreed form as described in
     paragraph 3(i) of Schedule 7 (Security Documents) and any other deed of
     pledge of shareholder loans in substantially the same form
<PAGE>

                                      21

     entered into by an Obligor pursuant to any such deed of pledge or Clauses
     16.14(a) (Loans and guarantees) or 26.4 (Additional Guarantors).

     "Obligors' Framework Agreement"

     means the Framework Agreement (as defined in any Obligor Pledge of
     Shareholder Loans).

     "Optional Currency"

     means Norwegian Kroner, Swedish Kroner or any other currency readily
     available in the amount required and freely convertible into euros in the
     European interbank market on the relevant Rate Fixing Day and the relevant
     Utilisation Date and approved by the Facility Agent (acting on the
     instructions of all the Facility A Lenders and Facility B Lenders) on or
     prior to receipt by the Facility Agent of the relevant Request for a
     Facility A Advance or Facility B Advance denominated in that currency.

     "Original Borrower Group Financial Statements"

     means the financial statements of the Borrower Group for the Accounting
     Period ended 31st March, 2000 (comprising the unaudited compiled financial
     statements of each of the Obligors for the Accounting Period ended 31st
     March, 2000 and a combination of those financial statements).

     "Original Euro Amount"

     means:

     (a)  the principal amount of a Facility A Advance, Facility B Advance or
          Facility C Advance (as applicable) denominated in euros; or

     (b)  the principal amount of a Facility A Advance, Facility B Advance or
          Facility C Advance (as applicable) denominated in any other currency,
          translated into euros on the basis of the Agent's Spot Rate of
          Exchange on the date of receipt by the Facility Agent of the Request
          for the relevant Advance (in the case of a Facility A Advance or a
          Facility B Advance) or on the Utilisation Date (in the case of a
          Facility C2 Advance).

     "Participating Member State"

     means a member state of the European Community that adopts the euro as its
     currency in accordance with legislation of the European Union relating to
     Economic and Monetary Union.

     "Party"

     means a party to this Agreement.

     "Permitted Acquisition"

     means:

     (a) any Acquisition pursuant to the Restructuring;
<PAGE>

                                      22

     (b)  any Acquisition of a member of the Borrower Group by any other member
          of the Borrower Group as part of the solvent reorganisation of the
          Borrower Group and any Acquisition of a person referred to in the
          definition of "Romania Restructuring" in connection with the Romania
          Restructuring; or

     (c)  any Acquisition where, upon completion of the Acquisition, the person
          acquired will be a Subsidiary of UPC Distribution or where UPC
          Distribution or one of its Subsidiaries which is a member of the
          Borrower Group will own directly or indirectly greater than a 50 per
          cent. interest in the asset or assets constituting the acquired
          business (a "Majority Acquisition") and where:

          (i)  the Acquisition Cost of that Majority Acquisition, when
               aggregated with the Acquisition Cost of all Majority Acquisitions
               made since the Signing Date, but deducting:

               (A)  the amount of any such Acquisition Cost which has been
                    directly or indirectly funded (whether before, at or after
                    the time of completion of the Acquisition) by the proceeds
                    of equity subscribed in UPC Distribution or one or more of
                    its Subsidiaries which is a member of the Borrower Group (in
                    each case other than by another member of the Borrower
                    Group) or the proceeds of Subordinated Shareholder Loans
                    (including, without limitation, the proceeds of any such
                    equity subscription or Subordinated Shareholder Loan which
                    are provided to refinance any such equity subscription or
                    Subordinated Shareholder Loans previously provided), in each
                    case to the extent such proceeds have not been repaid or
                    prepaid or redeemed in accordance with Clause 16.13
                    (Restricted Payments);

               (B)  the Acquisition Cost of all such Majority Acquisitions of
                    any entity in which a member of the Borrower Group has an
                    ownership interest at the Signing Date or will have an
                    ownership interest pursuant to the Restructuring;

               (C)  the Acquisition Cost of any Acquisition constituting a
                    Majority Acquisition made pursuant to paragraph (a) or (b)
                    above; and

               (D)  the Acquisition Cost of the Acquisition of one or more cable
                    television networks in the Netherlands, as disclosed in
                    writing to the Facility Agent before the Signing Date,
                    and/or any business which is incidental or related thereto,
                    in an aggregate amount that does not exceed 60,000,000,

               does not exceed:

               (1)  (except in the case of an Eastern European Acquisition)
                    (Euro) 500,000,000; or

               (2)  in the case of an Eastern European Acquisition, the amount
                    set out in column 2 below set opposite the range set out in
                    column 1 below into which the ratio of Senior Debt to
                    Annualised EBITDA, as shown in the most recent financial
                    statements delivered under Clause 16.2(b) (Financial
                    information) falls:
<PAGE>

                                      23

<TABLE>
<S>                                                 <C>
                       (1)                                        (2)
              Senior Debt/Annualised                Aggregate Acquisition Cost Limit
                  EBITDA ratio                                   (EURO)
                      *4.5:1                                   250,000,000
                 *3.0:1 but **4.5:1                            350,000,000
                     **3.0:1                                 500,000,000; and
</TABLE>

          (ii)   if the higher of the Acquisition Cost and the book value of any
                 Majority Acquisition (or, where an opinion confirming the
                 fairness of the relevant Majority Acquisition from a financial
                 point of view has been issued by an independent third party,
                 the Acquisition Cost of any Majority Acquisition):

                 (A)  is greater than (Euro) 200,000,000 and no more than
                      (Euro)350,000,000, UPC Distribution delivers a certificate
                      to the Facility Agent signed by two managing directors or
                      the sole managing director, as the case may be, of UPC
                      Distribution and certifying; or

                 (B)  is greater than (Euro) 350,000,000, UPC Distribution
                      delivers to the Facility Agent financial projections based
                      on assumptions which are no more aggressive (when taken as
                      a whole) than those used in the preparation of the
                      Information Memorandum which demonstrate,

                 that the Borrowers will be in compliance with Clause 6
                 (Repayment) and the undertakings set out in Clause 17
                 (Financial Covenants) for the period from completion of the
                 Acquisition (taking into account the Acquisition Cost of such
                 Majority Acquisition (but deducting from that Acquisition Cost
                 the value of any consideration referred to in paragraph (a) of
                 the definition of "Acquisition Cost") and financial projections
                 relating to the acquired business or asset(s)) to the last
                 Final Repayment Date;

          (iii)  the business of the acquired entity or the business acquired,
                 as the case may be, is of the same nature as the business of
                 the Borrower Group as at the Signing Date and is carried out
                 principally in Europe; and

          (iv)   no Default has occurred and is continuing or would be caused by
                 the Majority Acquisition.

     "Permitted Business"

     means the carrying on of the Business in Europe.

     "Permitted Financial Indebtedness"

     has the meaning given to it in Clause 16.12(b) (Restrictions on Financial
     Indebtedness).

     "Permitted Joint Venture"

     means:

     (a)  any Acquisition referred to in paragraph (a) or (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 UPC
          Distribution but in which a member of the Borrower Group has

*  more than
** less than or equal to

<PAGE>

                                      24

          an interest, provided that such reorganisation does not result in an
          overall increase in the value of the Borrower Group's interest in that
          person, other than adjustments to the basis of any member of the
          Borrower Group's interest in accordance with GAAP; or

     (b)  any Acquisition where, upon completion of the Acquisition, the person
          acquired will not be a Subsidiary of UPC Distribution or where UPC
          Distribution or one of its Subsidiaries which is a member of the
          Borrower Group will own directly or indirectly no more than a 50 per
          cent. interest in the asset or assets constituting the acquired
          business (a "JV Minority Acquisition") and where:

          (i)  the Acquisition Cost of that JV Minority Acquisition, when
               aggregated with the Acquisition Cost of all JV Minority
               Acquisitions made since the Signing Date, but deducting:

               (A)  the amount of any such Acquisition Cost which has been
                    directly or indirectly funded (whether before, at or after,
                    the time of completion of the Acquisition) by the proceeds
                    of equity subscribed in UPC Distribution or one or more of
                    its Subsidiaries which is a member of the Borrower Group (in
                    each case other than by another member of the Borrower
                    Group) or the proceeds of Subordinated Shareholder Loans
                    (including, without limitation, the proceeds of any such
                    equity subscription or Subordinated Shareholder Loan which
                    are provided to refinance any such equity subscription or
                    Subordinated Shareholder Loan previously provided), in each
                    case to the extent such proceeds have not been repaid or
                    prepaid or redeemed in accordance with Clause 16.13
                    (Restricted Payments);

               (B)  the Acquisition Cost of all such JV Minority Acquisitions of
                    any entity in which a member of the Borrower Group has an
                    ownership interest at the Signing Date or will have an
                    ownership interest pursuant to the Restructuring; and

               (C)  the Acquisition Cost of any Acquisition constituting a JV
                    Minority Acquisition made pursuant to paragraph (a) above,

               does not exceed the amount set out in column 2 below set opposite
               the range set out in column 1 below into which the ratio of
               Senior Debt to Annualised EBITDA, as shown in the most recent
               financial statements delivered under Clause 16.2(b) (Financial
               information) falls:

<TABLE>
<S>                                                            <C>
                             (1)                                               (2)
             Senior Debt/Annualised EBITDA ratio                 Aggregate Acquisition Cost Limit
                                                                              (EURO)
                         *4.5:1                                                 250,000,000
                   *3.0:1 but **4.5:1                                           350,000,000
                         **3.0:1                                                500,000,000;
</TABLE>

          (ii) if the higher of the Acquisition Cost and the book value of any
               JV Minority Acquisition (or, where an opinion confirming the
               fairness of the relevant JV Minority Acquisition from a financial
               point of view has been issued by an

*  more than
** less than or equal to
<PAGE>

                                      25

                independent third party, the Acquisition Cost of any JV Minority
                Acquisition):

                (A)  is greater than (Euro) 50,000,000, UPC Distribution
                     delivers a certificate to the Facility Agent signed by two
                     managing directors or the sole managing director, as the
                     case may be, of UPC Distribution and certifying; or

                (B)  is greater than (Euro) 100,000,000, UPC Distribution
                     delivers to the Facility Agent financial projections based
                     on assumptions which are no more aggressive (when taken as
                     a whole) than those used in the preparation of the
                     Information Memorandum which demonstrate,

                that the Borrowers will be in compliance with Clause 6
                (Repayment) and the undertakings set out in Clause 17 (Financial
                Covenants) for the period from completion of the JV Minority
                Acquisition (taking into account the Acquisition Cost of such JV
                Minority Acquisition (but deducting from that Acquisition Cost
                the value of any consideration referred to in paragraph (a) of
                the definition of "Acquisition Cost") and financial projections
                relating to the acquired business or asset(s)) to the last Final
                Repayment Date;

          (iii) the business of the acquired entity or the business acquired,
                as the case may be, is of the same nature as the business of the
                Borrower Group as at the Signing Date and is carried out
                principally in Europe; and

          (iv)  no Default has occurred and is continuing or would be caused by
                the JV Minority Acquisition.

     "Permitted Payment"

     has the meaning given to it in Clause 16.13(c) (Restricted Payments).

     "Permitted Security Interest"

     means:

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

     (b)  (until and including the first Utilisation Date), those Security
          Interests referred to in paragraphs (A) to (H) (inclusive) of Schedule
          8 (Relevant Security Interests);

     (c)  any liens arising in the ordinary course of business by way of
          contract which secure 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 were provided);

     (d)  any Security Interest imposed by any taxation or governmental
          authority in respect of amounts which are being contested in good
          faith and not yet payable and for which adequate reserves have been
          set aside in the books of the Borrower Group (or, as the case may be,
          UPC Distribution Holdco) in respect of the same in accordance with
          GAAP;
<PAGE>

                                      26

     (e)  any Security Interests approved in writing by the 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)  rights of set-off arising in the ordinary course of business;

     (h)  any Security Interest securing any Financial Indebtedness referred to
          in Clause 16.12(b)(xi) (Restrictions on Financial Indebtedness),
          provided that (A) such Security Interest was not created in
          contemplation of the acquisition of such company, (B) 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 (C) such Encumbrance is discharged within
          twelve months of completion of the relevant acquisition;

     (i)  any Security Interest over non-Distribution Business Assets referred
          to in Clause 16.12(b)(xii) (Restrictions on Financial Indebtedness),
          securing Financial Indebtedness described therein or any other
          obligation in respect of such non-Distribution Business Assets; and

     (j)  any Security Interests not falling within paragraphs (a) to (i) above
          and securing indebtedness in aggregate not exceeding (Euro) 75,000,000
          (or its equivalent).

     "Plan"

     means a plan that is subject to section 302 or regulated by Title IV of
     ERISA maintained by any member of the Borrower Group or any ERISA Affiliate
     currently or at any time within the last five years, or to which any member
     of the Borrower 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 the deed of pledge and subordination of Subordinated Shareholder
     Loans to be entered into between certain Restricted Persons and the
     Security Agent in the agreed form as described in paragraph 3(iii) of
     Schedule 7 (Security Documents) and any other deed of pledge entered into
     pursuant to any such deed of pledge or Clause 16.25(a) (Shareholder Loans).

     "Rate Fixing Day"

     means:

     (a)  the Utilisation Date of an Advance denominated in Sterling;

     (b)  the second Business Day before the Utilisation Date of an Advance
          denominated in a currency other than euros or Sterling; or

     (c)  the second TARGET Day before the Utilisation Date of an Advance
          denominated in euros,
<PAGE>

                                      27

     or such other day on which it is market practice in the London or, as the
     case may be, European interbank market for leading banks to give quotations
     in the relevant currency for delivery on the first day of the relevant
     Utilisation Date.

     "Ratio Period"

     has the meaning given to it in Clause 17.1 (Financial definitions).

     "Reference Banks"

     means, subject to Clause 26.5 (Reference Banks), the principal London
     offices of The Chase Manhattan Bank, The Toronto-Dominion Bank and CIBC
     World Markets plc.

     "Related Fund"

     means, with respect to any Facility C Lender that is a fund that invests in
     commercial loans, any other fund that invests in commercial loans and is
     administered or managed by (a) that Facility C Lender, (b) any Affiliate of
     that Facility C Lender or (c) the same investment adviser (or an Affiliate
     of that investment adviser) that administers or manages that Facility C
     Lender.

     "Relevant Eastern European Subsidiary"

     means any Subsidiary of any Obligor which Subsidiary is incorporated and
     has all its material operations in Eastern Europe, provided that the
     aggregate of the contributions of the Relevant Eastern European
     Subsidiaries to the consolidated total assets, consolidated revenues and
     consolidated EBITDA of the Borrower Group attributable to Eastern Europe
     does not exceed in aggregate 10 per cent.

     For the purposes of this definition, consolidated revenues and consolidated
     EBITDA of the Borrower Group or any Subsidiary of an Obligor shall be
     determined by reference to the 12 month period ending on the most recent
     date in respect of which financial statements have been delivered to the
     Facility Agent under Clause 16.2(b) (Financial information) and
     consolidated total assets shall be determined as at such date by reference
     to such financial statements.

     "Relevant Event"

     means a Default in relation to (a) Clause 18.2 (Non-payment) or (b) Clause
     17.2 (Financial ratios).

     "Repayment Date"

     means each date identified in Clause 6.1 (Repayment of Advances).

     "Repayment Instalment"

     means each Facility B Repayment Instalment (as defined in Clause 6.2
     (Repayment of Facility B Advances)) and each Facility C Repayment
     Instalment (as defined in Clause 6.3 (Repayment of Facility C Advances)).
<PAGE>

                                      28

     "Request"

     means a request made by a Borrower to utilise any of the Facilities and,
     subject to Clause 5.2 (Form of Request), substantially in the form of Part
     I of Schedule 4 (Form of Request and Cancellation Notice).

     "Requested Amount"

     means the amount requested in a Request.

     "Restricted Payment"

     has the meaning given to it in Clause 16.13(b) (Restricted Payments).

     "Restricted Person"

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

     "Restricted Person's Framework Agreement"

     means the Framework Agreement as defined in any Pledge of Subordinated
     Shareholder Loans.

     "Restructuring"

     means the transfer of all or part of the share capital of certain persons,
     together with the transfer of certain intercompany receivables owing from
     such persons to any Restricted Person, to members of the Borrower Group
     and/or Restricted Persons so that the Borrower Group, following the
     completion of all such transfers, will be UPC Distribution and its
     Subsidiaries as described in the structure chart set out at Part II of
     Schedule 10 (Borrower Group Structure).

     "Rollover Advance"

     means one or more Facility A Advances:

     (a)  made or to be made on the same day that a maturing Facility A Advance
          is due to be repaid;

     (b)  the aggregate Original Euro Amount of which is equal to or less than
          the Original Euro Amount of the maturing Facility A Advance; and

     (c)  made or to be made to UPC Distribution for the purpose of refinancing
          a maturing Facility A Advance.

     "Romania Restructuring"

     means the consolidation or merger, into UPC Romania, of any person in which
     a member of the Borrower Group has an interest on the Signing Date or will
     have such an interest as a
<PAGE>

                                      29

     result of the Restructuring and which is carrying on business in Romania
     and any transaction or series of transactions related thereto, in each case
     as disclosed in writing to the Facility Agent prior to the Signing Date.

     "Screen Rate"

     means:

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

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

     displayed on the appropriate page of the Reuters screen.  If that page is
     replaced or the service ceases to be available, the Facility Agent may
     specify another page or service displaying the appropriate rate after
     consultation with UPC Distribution and the Lenders.

     "Security Deed"

     means the Security Deed to be entered into between, among others, each
     Obligor, the Facility Agent, the Security Agent, the Lenders, the Senior
     Hedging Banks, the High Yield Hedging Banks and each Subordinated Creditor
     and includes each Deed of Accession (as defined in the Security Deed)
     entered into in relation to the Security Deed.

     "Security Documents"

     means:

     (a)  the documents listed in Schedule 7; and

     (b)  such other security documents as may from time to time be entered into
          in favour of any Beneficiary pursuant to any of the Finance Documents
          (including without limitation any other Obligor pledge of Shareholder
          Loans or Pledge of Subordinated Shareholder Loans, any security
          document referred to in Clause 16.23 (UPC Distribution Pledged
          Account), Clause 16.24 (Share security) or Clause 16.26 (Further
          security over receivables) and any security document provided to the
          Security Agent in connection with the accession of an Additional
          Guarantor pursuant to Clause 26.4 (Additional Guarantors) and Part II
          of Schedule 2 (Conditions precedent documents).

     "Security Interest"

     means any mortgage, charge (whether fixed or floating), pledge, lien,
     hypothecation, assignment by way of security, trust arrangement for the
     purpose of providing security or other security interest of any kind
     securing any obligation of any person or any other arrangement having the
     effect of conferring rights of retention or other disposal rights over an
     asset (including without limitation title transfer and/or retention
     arrangements having a similar effect or a deposit of money with the primary
     intention of affording a right of set-off) and includes any agreement to
     create any of the foregoing but does not include (a) liens arising in the
     ordinary course of business by operation of law and not by way of contract
     and (b) any grant of indefeasible rights of use or equivalent arrangements
     with respect to network capacity, communications, fibre capacity or
     conduit.
<PAGE>

                                      30

     "Security Provider's Deed of Accession"

     has the meaning given to it in the Security Deed.

     "Senior Beneficiary"

     has the meaning given to the term in the Security Deed.

     "Senior Debt"

     has the meaning given to it in Clause 17.1 (Financial definitions).

     "Senior Hedging Agreements"

     means any and all interest rate and/or currency swap and/or interest rate
     and/or currency cap and/or other interest rate and/or currency hedging
     agreements entered into or to be entered into by any member of the Borrower
     Group with any of the Senior Hedging Banks from time to time in relation to
     the Borrower Group's floating rate interest exposure and/or currency
     exposure.

     "Senior Hedging Bank"

     means a Lender or its Affiliate which is or becomes a party to the Security
     Deed as a senior hedging bank.

     "Shareholder"

     means UPC or a Subsidiary (as defined in any relevant Indenture) of UPC.

     "Shareholders' Agreements"

     means the agreements listed in Part II of Schedule 11.

     "Signing Date"

     means the date of this Agreement.

     "Sterling"

     means the lawful currency for the time being of the United Kingdom.

     "Subordinated Creditor"

     means any Restricted Person who has, at any relevant time, entered into a
     Pledge of Subordinated Shareholder Loans and the Security Deed or a
     Security Provider's Deed of Accession.

     "Subordinated Shareholder Loans"

     means any Financial Indebtedness of any member of the Borrower Group owed
     to a Subordinated Creditor.
<PAGE>

                                      31

     "Subsidiary"

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

     "Swedish Kronor"

     means the lawful currency of Sweden for the time being.

     "Syndication Letter"

     means the letter dated on or about the Signing Date between the Borrowers
     and the Lead Arrangers relating to the syndication of the Facilities.

     "Syndication Period"

     means the period ending on the earlier of (a) 15th November, 2000 and (b)
     the date that the Lead Arrangers notify UPC Distribution that general
     syndication of the Facilities is completed (which the Lead Arrangers shall
     do promptly after completion of general syndication).

     "TARGET Day"

     means a day on which the Trans-European Automated Real-Time Gross
     Settlement (TARGET) System is operating.

     "Taxes" or "Tax"

     means all present and future taxes, imposts, duties, levies, fees or
     charges of a similar nature, together with interest thereon and penalties
     in respect thereof.

     "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 Borrower Group and/or the business carried on by any member
     of the Borrower Group in any jurisdiction in which a member of the Borrower
     Group is incorporated or formed or in which such member has its principal
     place of business or owns any material assets.

     "Telekabel Wien"

     means Telekabel Wien GmbH a company incorporated under the laws of Austria
     with its corporate seat at Erlachgasse 116, 1100 Wien, Austria and with
     registration number FN 84116a.

     "Total Cash Interest"

     has the meaning given to it in Clause 17.1 (Financial definitions).

     "Total Debt"

     has the meaning given to it in Clause 17.1 (Financial definitions).
<PAGE>

                                      32

     "Total Facility A Commitments"

     means the aggregate for the time being of the Facility A Commitments.

     "Total Facility B Commitments"

     means the aggregate for the time being of the Facility B Commitments.

     "Total Facility C Commitments"

     means the aggregate for the time being of the Facility C Commitments.

     "UGC"

     means UnitedGlobalCom, Inc. a corporation incorporated in the State of
     Delaware, United States and, as of the Signing Date, having its business
     office at 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237
     U.S.A.

     "United States" or "US"

     means the United States of America.

     "Unpaid Sum"

     means any sum due and payable but unpaid by an Obligor under the Finance
     Documents.

     "Unrestricted Subsidiary"

     means each Subsidiary of UPC Distribution and, prior to the Restructuring,
     each Subsidiary of each Obligor that is not a Subsidiary of UPC
     Distribution, the acquisition cost of which and whose on-going funding
     requirements are not funded directly or indirectly (in whole or in part) by
     any member of the Borrower Group by way of drawings under the Facilities
     and which is designated by UPC Distribution in writing as an Unrestricted
     Subsidiary.

     "UPC"

     means:

     (a)  United Pan-Europe Communications N.V., a public limited liability
          company incorporated under the laws of The Netherlands and, as of the
          Signing Date, with its registered office at Amsterdam and its business
          office at  Beech Avenue 100, 1119 PW Schiphol Rijk, Postbus 74763,
          1070 BT Amsterdam, The Netherlands; and

     (b)  if the entity referred to in (a) above:

          (i)  consolidates with or merges with any other person or persons; or

          (ii) directly or indirectly, sells, leases, conveys or transfers all
               or substantially all of its assets to any other person or
               persons,

          the successor person formed by such consolidation or into which such
          entity is merged or to which such conveyance, transfer or lease is
          made and which succeeds to and (except in the case of a lease) is
          substituted for, and assumes all the obligations of, such entity under
          and in accordance with the Indentures.
<PAGE>

                                      33

     "UPC Distribution Holdco"

     means the immediate Holding Company of UPC Distribution from time to time,
     being UPC Holding as of the Signing Date.

     "UPC Holding"

     means UPC Holding B.V., a limited liability company incorporated under the
     laws of The Netherlands and, as of the Signing Date, with its registered
     office at Amsterdam and its business office at Beech Avenue 100, 1119 PW
     Schiphol Rijk, Postbus 74763, 1070 BT Amsterdam, The Netherlands.

     "UPC Holding II"

     means UPC Holding II B.V., a limited liability company incorporated under
     the laws of The Netherlands and, as of the Signing Date, with its
     registered office at Amsterdam and its business office at Beech Avenue 100,
     1119 PW Schiphol Rijk, Postbus 74763, 1070 BT Amsterdam, The Netherlands.

     "UPC Romania"

     means UPC Romania s.a., a Romanian company, 70 per cent. of whose shares
     are or shall be (following the Romania Restructuring) owned directly or
     indirectly by UPC Romania Holding B.V., a wholly-owned subsidiary of
     Stipdon Investments B.V..

     "US Dollars" and "US$"

     means the lawful currency for the time being of the United States.

     "US Obligor"

     has the meaning given to it in Clause 18.6(e) (Insolvency).

     "Utilisation Date"

     means, in relation to each Advance, the date specified as such in the
     relevant Request or, on and after the making and/or issue thereof pursuant
     to such Request, the date on which it was made and/or issued.

     "VAT"

     means value added or similar tax.

     "Western Europe"

     means the countries that currently comprise the European Community,
     Scandinavia and Switzerland.

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

     (i)  a document being in the "agreed form" means a document (A) in a form
          previously agreed in writing by or on behalf of the Facility Agent and
          UPC Distribution, or (B)
<PAGE>

                                      34

           in a form substantially as set out in any Schedule to any Finance
           Document, or (C) (if not falling within (A) or (B) above) in form and
           substance satisfactory to the Lenders and initialled by or on behalf
           of the Facility Agent and UPC Distribution for the purposes of
           identification;

           "amendment" includes a supplement, novation or re-enactment and
           "amended" is to be construed accordingly;

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

           references to the "equivalent" of an amount specified in a particular
           currency (the "specified currency amount") shall be construed as a
           reference to the amount of the other relevant currency which can be
           purchased with the specified currency amount in the London foreign
           exchange market at or about 11.00 a.m. on the day on which the
           calculation falls to be made for spot delivery as determined by the
           Facility Agent in accordance with its customary practices;

           "European interbank market" means the interbank market for euro
           operating in Participating Member States;

           a "guarantee" includes a reference to an indemnity or other assurance
           against financial loss including, without limitation, an obligation
           to purchase assets or services as a consequence of a default by any
           other person to pay any indebtedness and "guaranteed" shall be
           construed accordingly;

           "indebtedness" is a reference to any obligation for the payment or
           repayment of money, whether as principal or as surety and whether
           present or future, actual or contingent;

           a "month" is a reference to a period starting on one day in a
           calendar month and ending on the numerically corresponding day in the
           next calendar month, except that, if there is no numerically
           corresponding day in the month in which that period ends, that period
           shall end on the last Business Day in that month;

           a "person" includes any individual, firm, company, corporation,
           unincorporated body of persons or any state or any of its agencies;

           a "regulation" includes any present or future regulation, rule,
           directive, requirement, request or guideline (whether or not having
           the force of law but, if not having the force of law, only if
           compliance therewith is in accordance with the general practice of
           the relevant persons to whom it is intended to apply or, in the case
           of Clause 12 (Increased Costs) only, the relevant Finance Party or
           its Holding Company) of any agency, authority, central bank or
           government department or any self-regulatory or other national or
           supra-national authority;

     (ii)  a provision of a law is a reference to that provision as amended, re-
           enacted or extended;

     (iii) a Clause or a Schedule is a reference to a clause of or a schedule
           to this Agreement;

     (iv)  a person includes its successors, transferees and assigns;
<PAGE>

                                      35

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

     (vi)   other than in the definition of "EURIBOR" in Clause 1.1
            (Definitions), a time of day is a reference to London time; and

     (vii)  words importing the plural include the singular and vice versa.

(b)  Unless the contrary intention appears, a term used in any other Finance
     Document or in any notice given under or in connection with any Finance
     Document has the same meaning in that Finance Document or notice as in this
     Agreement.

(c)  The index to and the headings in this Agreement are for convenience only
     and are to be ignored in construing this Agreement.

(d)  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.

(e)  Notwithstanding any term of any Finance Document, the consent of any third
     party is not required for any variation (including any release or
     compromise of any liability under) or termination of that Finance Document.

1.3  Replacement Facility

     This Agreement, the other Finance Documents and any related notes,
     guarantees, collateral documents, instruments and agreements executed in
     connection therewith replace the (Euro) 1,000,000,000 Loan and Note
     Issuance Agreement dated 27th July, 1999 between, amongst others, UPC
     Facility B.V., Telekabel Wien and UPC Norge A/S (formerly Janco Multicom
     A/S) as borrowers and The Toronto-Dominion Bank as agent (the "UPCF
     Facility Agreement") and any related notes, guarantees, collateral
     documents, instruments and agreements executed in connection with the UPCF
     Facility Agreement except as provided in this Agreement or otherwise.

2.   THE FACILITIES

2.1  Facilities

     The relevant Lenders grant to the Borrowers:

     (a)    a committed (Euro) 750,000,000 multicurrency revolving credit
            facility under which the relevant Lenders will, when requested by
            UPC Distribution, make cash advances in euros or Optional Currencies
            to UPC Distribution on a revolving basis during the Facility A
            Availability Period;
<PAGE>

                                      36

     (b)  a committed (Euro)2,750,000,000 term loan facility under which the
          relevant Lenders will, when requested by UPC Distribution, make cash
          advances in euros or Optional Currencies to UPC Distribution during
          the Facility B Availability Period; and

     (c)  a committed US$347,500,000 and (Euro)95,000,000 term loan facility
          under which the relevant Lenders will, when requested by the relevant
          Borrower, make cash advances in euros (in the case of UPC
          Distribution) or US Dollars (in the case of the US Borrower) (as
          applicable) to the relevant Borrower during the Facility C
          Availability Period,

     in each case subject to the terms of this Agreement.

2.2  Overall facility limits

(a)  The aggregate Original Euro Amount of all outstanding Facility A Advances
     shall not at any time exceed the Total Facility A Commitments.

(b)  The aggregate Original Euro Amount of all outstanding Facility B Advances
     shall not at any time exceed the Total Facility B Commitments.

(c)  (i)   The aggregate amount of all outstanding Facility C1 Advances shall
           not at any time exceed the aggregate of the Facility C1 Commitments;

     (ii)  The aggregate amount of all outstanding Facility C2 Advances shall
           not at any time exceed the aggregate of the Facility C2 Commitments.

(d)  The aggregate Original Euro Amount of:

     (i)   the participations of a Lender in Facility A Advances shall not at
           any time exceed that Lender's Facility A Commitment at that time; and

     (ii)  the participations of a Lender in Facility B Advances shall not at
           any time exceed that Lender's Facility B Commitment at that time.

(e)  (i)   The aggregate amount of the participations of a Lender in Facility C1
           Advances shall not at any time exceed that Lender's Facility C1
           Commitment at that time; and

     (ii)  The aggregate amount of the participations of a Lender in Facility C2
           Advances shall not at any time exceed that Lender's Facility C2
           Commitment at that time.

2.3  Number of Requests and Advances

(a)  Unless the Facility Agent agrees otherwise, no more than one Request for
     Advances may be delivered on any one day but that Request may, subject to
     paragraph (b) below, specify any number of Advances from any Facility or
     all of them.

(b)  Unless the Facility Agent agrees otherwise, no more than 50 Advances may be
     outstanding at any one time.

(c)  No more than one Request may be made for Facility C Advances under this
     Agreement.
<PAGE>

                                      37

2.4  Syndication period

     Notwithstanding any provision of this Agreement, no Borrower will deliver a
     Request for an Advance during the Syndication Period specifying an Interest
     Period other than seven, 14, or 21 days or one month (unless the Lead
     Arrangers and the Majority Lenders agree otherwise).

2.5  Nature of a Finance Party's rights and obligations

(a)  The obligations of a Finance Party under the Finance Documents are several.
     Failure of a Finance Party to carry out those obligations does not relieve
     any other Party of its obligations under the Finance Documents. No Finance
     Party is responsible for the obligations of any other Finance Party under
     the Finance Documents.

(b)  The rights of a Finance Party under the Finance Documents are divided
     rights. A Finance Party may, except as otherwise stated in the Finance
     Documents, separately enforce those rights.

(c)  Each of the Obligors and each of the Finance Parties agrees that the
     Security Agent shall be the joint and several creditor ("hoofdelijk
     crediteur") of each and every obligation of any Obligor towards each of the
     Finance Parties under any Finance Document, and that accordingly the
     Security Agent will have its own independent claim as creditor and not as
     agent against each Obligor to demand performance by the relevant Obligor of
     those obligations. However, any discharge of any such obligation to either
     of the Security Agent or the relevant Finance Party shall, to the same
     extent, discharge the corresponding obligation owing to the other.

(d)  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 with the prior written consent of the relevant
     Finance Party. However, for the avoidance of doubt, nothing in the previous
     sentence shall in any way limit the Agent's right to act in the protection
     or preservation of rights under or to enforce any Security Document or the
     Security Deed as contemplated by the Finance Documents (or to do any act
     reasonably incidental to any of the foregoing).

2.6  UPC Distribution as Obligors' agent

     Each Obligor:

     (a)  irrevocably authorises and instructs UPC Distribution to give and
          receive as agent on its behalf all notices (including Requests) and
          sign all documents in connection with the Finance Documents on its
          behalf (including but not limited to amendments and variations and
          execution of any new Finance Documents) and take such other action as
          may be necessary or desirable under or in connection with the Finance
          Documents; and

     (b)  confirms that it will be bound by any action taken by UPC Distribution
          under or in connection with the Finance Documents.
<PAGE>

                                      38


2.7  Actions of UPC Distribution as Obligors' agent

     The respective liabilities of each of the Obligors under the Finance
     Documents shall not be in any way affected by:

     (a)  any irregularity (or purported irregularity) in any act done by or any
          failure (or purported failure) by UPC Distribution;

     (b)  UPC Distribution acting (or purporting to act) in any respect outside
          any authority conferred upon it by any Obligor; or

     (c)  the failure (or purported failure) by or inability (or purported
          inability) of UPC Distribution to inform any Obligor of receipt by it
          of any notification under this Agreement or any other Finance
          Document.

3.   PURPOSE

3.1  By Facility

(a)  Each Advance will be applied:

     (i)    in the case of Facility A, to finance the general corporate and
            working capital purposes of the Borrower Group, including to finance
            capital expenditure and the making of acquisitions by the Borrower
            Group (to the extent permitted by this Agreement);

     (ii)   in the case of Facility B, to refinance in part the Financial
            Indebtedness described in Schedule 9 and to finance capital
            expenditure and the making of acquisitions by the Borrower Group;
            and

     (iii)  in the case of Facility C, to refinance in part the Financial
            Indebtedness described in Schedule 9.

(b)  (i)    Subject to sub-paragraph (ii) below, each Obligor (other than UPC
            Distribution Holdco) will not, and will procure that none of its
            Subsidiaries which are members of the Borrower Group will, use the
            proceeds of Advances drawn under the Facilities in aggregate in
            excess of (Euro) 750,000,000 (including without limitation by way of
            transfer, loan, subscription of equity or other investment (each a
            "Relevant Investment")) in the business of members of the Borrower
            Group incorporated or principally carrying on business in Eastern
            Europe.

     (ii)   The proceeds of any Advance used by any member of the Borrower Group
            to make a Relevant Investment, at the time of and in connection with
            the Acquisition by the Borrower Group following the Signing Date of
            all or part of the shares or assets of @Entertainment, Inc. or any
            of its Subsidiaries, persons which are Controlled by it or persons
            in which it has an ownership interest, shall not count towards the
            aggregate proceeds of Advances calculated for the purposes of
            paragraph (b)(i).

3.2  No monitoring

     Without affecting the obligations of the Borrowers in any way, no Finance
     Party is bound to monitor or verify the application of the proceeds of any
     Advance.
<PAGE>

                                      39


4.   CONDITIONS PRECEDENT

4.1  Documentary conditions precedent

     No Borrower may draw an Advance under this Agreement until the Facility
     Agent has notified UPC Distribution and the Lenders that it has received
     all of the documents set out in Part I of Schedule 2 in form and substance
     satisfactory to the Facility Agent. The Facility Agent will confirm to UPC
     Distribution that it has received such documents as soon as practicable
     upon receiving all of them in form and substance satisfactory to it.

4.2  Further conditions precedent

     The obligations of each Lender in respect of each Advance are subject to
     the further conditions precedent that on the date of the Request for that
     Advance and on the proposed Utilisation Date:

     (a)  except in the case of a Rollover Advance, the representations and
          warranties in Clause 15 (Representations and Warranties) to be
          repeated on those dates are and will be immediately after the relevant
          Advance is drawn down correct in all material respects; and

     (b)  in the case of a Rollover Advance, no Event of Default is outstanding
          or would result from the proposed Advance and, in the case of other
          Advances, no Default is outstanding or would result from the proposed
          Advance; and

     (c)  except in the case of a Rollover Advance, no Change of Control has
          occurred where the event has not been waived by the Majority Lenders.

4.3  Pro forma covenant compliance

     (a)  No Borrower may Request or obtain any Advance in an amount which, when
          aggregated with all other Advances (other than Rollover Advances) made
          since the last day of the most recent Ratio Period ending prior to the
          proposed date of that Advance for which financial statements have been
          delivered pursuant to Clauses 4.1 (Documentary Conditions Precedent)
          or 16.2(a) or (b) (Financial information) (the "Relevant Ratio
          Period") would cause UPC Distribution to fail to be in compliance
          with:

          (i)  the financial ratios set out in Clause 17.2 (Financial ratios)
               for the Relevant Ratio Period, if such financial ratios were re-
               tested for the Relevant Ratio Period after adding the aggregate
               amount of all such Advances to the amount of Senior Debt used in
               calculating such ratios; and

          (ii) in the case of any Advance to be made:

               (A)  prior to delivery of the financial statements referred to in
                    Clause 16.2(b) (Financial information) for the financial
                    quarter ending on 31st March, 2003; and

               (B)  at a time when the aggregate Original Euro Amount of all
                    outstanding Advances exceeds or will, when aggregated with
                    the Original Euro Amount of the proposed Advance, exceed
                    (Euro)2,300,000,000,
<PAGE>

                                      40


               the financial ratio set out in paragraph (b) below for the
               Relevant Ratio Period, if such financial covenant were tested for
               the Relevant Ratio Period after adding the aggregate amount of
               all such Advances to the amount of Facility Outstandings used in
               calculating such ratio for such Relevant Ratio Period.

(b)  For the purposes of paragraph (a)(ii) above only, UPC Distribution will
     procure that the ratio of Facility Outstandings to Annualised EBITDA for
     each Relevant Ratio Period which ends in a period set out in column 1 below
     shall not exceed the ratio set out in column 2 below opposite such date or
     period:

                           (1)                                         (2)

                     Relevant period                                   Ratio

       From the Signing Date to and including 31st March, 2001        12.0:1
       From 1st April, 2001 to and including 31st December, 2001      11.0:1
       From 1st January, 2002 to and including 31st March, 2002       10.0:1
       From 1st April, 2002 to and including 30th June, 2002           9:0:1
       From 1st July, 2002 to and including 31st December, 2002        8.0:1


     For the purpose of paragraph (a) above and this paragraph (b), "Facility
     Outstandings" for any Relevant Ratio Period means the aggregate principal
     amount of all outstanding Advances on the last day of the Relevant Ratio
     Period. Other capitalised terms used in this paragraph (b) shall have the
     meanings given to them in Clause 17.1 (Financial definitions), provided
     that, in calculating "Annualised EBITDA" for the Relevant Ratio Period, an
     amount representing subscriber acquisition costs ("SACS") for that Relevant
     Ratio Period shall be added back, calculated as follows:

     SACs = (Euro) 200 x Net New Subscribers for the Relevant Ratio Period,

     where

     "Net New Subscribers" means, in respect of a Relevant Ratio Period, the
     higher of zero and:

     (i)   the total number of Revenue Generating Units at the end of the
           Relevant Ratio Period; less

     (ii)  the total number of Revenue Generating Units at the end of the
           last Ratio Period before the Relevant Ratio Period; and

     Revenue Generating Units" means, at any time, the number of subscribers to
     the multi-channel television and programming, telephony, internet and/or
     data services of the networks operated by any member of the Borrower Group
     (each a "Service") who are at that time committed to make regular payments
     to such member of the Borrower
<PAGE>

                                      41

          Group or to any other provider of such Service on behalf of such
          member of the Borrower Group in respect of such subscribers'
          subscription to or utilisation of one or more Services. For the
          purposes of this definition, a subscriber to more than one Service
          shall be counted as a separate Revenue Generating Unit in respect of
          each such Service.

4.4  Deferred Acquisition Costs

     Where a member of the Borrower Group has made an Acquisition permitted by
     Clause 16.11 (Acquisitions and mergers), no Borrower may Request, or apply
     the proceeds of, any Advance for the purpose of paying any consideration
     referred to in paragraph (a) of the definition of "Acquisition Cost" in
     relation to that Acquisition, unless UPC Distribution delivers to Facility
     Agent on or before the date of each relevant Request:

     (a)  where the Acquisition Cost of the acquisition was greater than
          (Euro)200,000,000 and no more than (Euro) 350,000,000, a certificate
          signed by two managing directors or the sole managing director, as the
          case may be, of UPC Distribution and certifying; or

     (b)  where the Acquisition Cost of the acquisition was greater than
          (Euro)350,000,000, financial projections based on assumptions which
          are no more aggressive (when taken as a whole) than those used in the
          preparation of the Information Memorandum which demonstrate,

     that the Borrowers will be in compliance with Clause 6 (Repayment) and the
     undertakings set out in Clause 17 (Financial Covenants) for the period from
     the Utilisation Date of such Advance (taking into account (i) the
     Acquisition Cost of such acquisition (but deducting from that Acquisition
     Cost the value of any consideration referred to in paragraph (a) of the
     definition of "Acquisition Cost" which has yet to be paid or delivered),
     (ii) the amount of such Advance and (iii) financial projections relating to
     the acquired business or asset(s)) to the last Final Repayment Date.

5.   ADVANCES

5.1  Delivery of Request

     Subject to the terms of this Agreement, a Borrower may request an Advance
     by delivering to the Facility Agent by not later than 11.00 a.m. on the
     third Business Day, before the proposed Utilisation Date, a duly completed
     Request.

5.2  Form of Request

     Each Request shall specify (where applicable):

     (a)  the relevant Facility;

     (b)  the proposed Utilisation Date, which shall be a Business Day falling
          during the Facility A Availability Period (in the case of a Facility A
          Advance), the Facility B Availability Period (in the case of a
          Facility B Advance) or the Facility C Availability Period (in the case
          of a Facility C Advance);

     (c)  the currency of the proposed Advance which must be euros or an
          Optional Currency (in the case of a Facility A Advance or Facility B
          Advance), euros (in the case of a Facility C1 Advance) or US Dollars
          (in the case of a Facility C2 Advance);
<PAGE>

                                      42


     (d)  the principal amount of the proposed Advance which:

          (i)    for an Advance denominated in euros, shall be a minimum amount
                 of (Euro)10,000,000;

          (ii)   for an Advance denominated in US Dollars, shall be a minimum
                 amount of US$10,000,000; and

          (iii)  for an Advance denominated in any other Optional Currency,
                 shall be a minimum amount equivalent to (Euro )5,000,000 (in
                 each case using the Agent's Spot Rate of Exchange);

     (e)  the Interest Period of the Advance, which must be a period complying
          with Clause 8 (Interest); and

     (f)  unless previously notified to the Facility Agent in writing and not
          revoked, the details of the bank and account to which the proceeds of
          the proposed Advance are to be made available, which must comply with
          Clause 9 (Payments).

     Subject to the terms of this Agreement, each Request shall be irrevocable
     and the relevant Borrower shall be bound to borrow an Advance in accordance
     with such Request.

5.3  Notification to the Lenders

     The Facility Agent shall promptly notify each Lender participating in the
     relevant Advance of each Request for an Advance and the amount of its
     participation in the Advance.

5.4  Participations in Advances

(a)  Subject to the terms of this Agreement, each Lender shall, on the date
     specified in any Request for an Advance, make available to the Facility
     Agent for the account of the relevant Borrower the amount of its
     participation in that Advance. All such amounts shall be made available to
     the Facility Agent in accordance with Clause 9.2 (Funds) for disbursement
     to or to the order of the relevant Borrower in accordance with the
     provisions of this Agreement.

(b)  The amount of a Lender's participation in an Advance will be the proportion
     (applied to the amount set out in the Request) which:

     (i)    in the case of a Facility A Advance, its Facility A Commitment bears
            to the Total Facility A Commitments;

     (ii)   in the case of a Facility B Advance, its Facility B Commitment bears
            to the Total Facility B Commitments;

     (iii)  in the case of a Facility C1 Advance, its Facility C1 Commitment
            bears to the aggregate of the Facility C1 Commitments; and

     (iv)   in the case of a Facility C2 Advance, its Facility C2 Commitment
            bears to the aggregate of the Facility C2 Commitments.

(c)  If an Advance is to be drawn down in an Optional Currency, the amount of
     each Lender's participation in that Advance will be determined by
     converting into that Optional Currency
<PAGE>

                                      43

     the Lender's participation in the Original Euro Amount of that Advance on
     the basis of the Agent's Spot Rate of Exchange three Business Days before
     its Utilisation Date.

5.5  Conditions relating to Optional Currencies

(a)  If the Facility Agent has received a written request from a Borrower for a
     currency to be approved as an Optional Currency, the Facility Agent will
     confirm to that Borrower by 10.00 a.m. on the day two Business Days after
     receipt of such request:

     (i)   whether or not the Lenders have granted their approval; and

     (ii)  if approval has been granted, the minimum amount (and, if required,
           integral multiples) for any subsequent Advance to be drawn in that
           currency.

(b)  Advances denominated in euro will only be made available in the euro unit.

6.   REPAYMENT

6.1  Repayment of Facility A Advances

(a)  UPC Distribution shall repay each Facility A Advance in full on the
     Interest Date for that Advance to the Facility Agent for the Lenders, but
     since Facility A is available on a revolving basis amounts repaid may be
     reborrowed during the Facility A Availability Period subject to the terms
     of this Agreement.

(b)  On each date on which the Facility A Commitments are cancelled under Clause
     7.1(d), UPC Distribution shall repay sufficient Facility A Advances to
     ensure that the Facility A Advances do not exceed the Total Facility A
     Commitments as so reduced.

(c)  No Facility A Advance may be outstanding after the end of the Facility A
     Availability Period.

6.2  Repayment of Facility B Advances

     UPC Distribution shall procure that, subject to the application of Clause 7
     (Cancellation and Prepayment), the outstanding Facility B Advances shall be
     repaid in full by payment of semi-annual instalments (each a "Facility B
     Repayment Instalment") on each date set out in column 1 below (each date
     for repayment being a "Facility B Repayment Date") up to and including the
     Final Repayment Date for Facility B. Each Facility B Repayment Instalment
     (other than the last) shall be in an Original Euro Amount equal as nearly
     as possible (rounded upwards if necessary) to the percentage, set out in
     column 2 below opposite the relevant Facility B Repayment Date , of the
     total outstanding amount of Facility B Advances on the last day of the
     Facility B Availability Period. The final Facility B Repayment Instalment
     shall comprise all Facility B Advances outstanding on the Facility B Final
     Repayment Date:

                 (1)                                              (2)

        Facility B Repayment Date                         Relevant Percentage

     30th June, 2004                                               6.25%
     31st December, 2004                                           6.25%
     30th June, 2005                                              11.25%
     31st December, 2005                                          11.25%
     30th June, 2006                                              16.25%
<PAGE>

                                      44



                 (1)                                              (2)

        Facility B Repayment Date                      Relevant Percentage

     31st December, 2006                                      16.25%
     30th June, 2007                                          11.25%
     31st December, 2007                                      11.25%
     Facility B Final Repayment Date                The aggregate amount of all
                                                 outstanding Facility B Advances

6.3  Repayment of Facility C Advances

(a)  The Borrowers shall procure that, subject to the application of Clause 7
     (Cancellation and Prepayment), the outstanding Facility C Advances shall be
     repaid in full by payment of semi-annual instalments (each a "Facility C
     Repayment Instalment") on each date specified in Column (1) below (each
     date for repayment being a "Facility C Repayment Date") up to and including
     the Final Repayment Date for Facility C. Each Facility C Repayment
     Instalment (other than the last) shall be in an Original Euro Amount equal
     as nearly as possible (rounded upwards if necessary) to the percentage, set
     out in column 2 below opposite the relevant Facility C Repayment Date, of
     the total outstanding amount of Facility C Advances on the last day of the
     Facility C Availability Period. The Final Facility C Repayment Instalment
     shall comprise all Facility C Advances outstanding on the Facility C Final
     Repayment Date.

                 (1)                                              (2)

        Facility B Repayment Date                      Relevant Percentage

     30th June, 2004                                          0.50%
     31st December, 2004                                      0.50%
     30th June, 2005                                          0.50%
     31st December, 2005                                      0.50%
     30th June, 2006                                          0.50%
     31st December, 2006                                      0.50%
     30th June, 2007                                          0.50%
     31st December, 2007                                      0.50%
     30th June, 2008                                         24.00%
     31st December, 2008                                     24.00%
     Facility C Final Repayment Date                The aggregate amount of all
                                                 outstanding Facility C Advances

(b)  Each such Facility C Repayment Instalment shall be applied pro rata against
     the outstanding Original Euro Amount of Facility C1 Advances and Facility
     C2 Advances. For the avoidance of doubt, any amounts paid under this Clause
     6.3 to a Lender in respect of a Facility C2 Advance shall be paid in US
     Dollars, as required pursuant to Clause 9.4(a) (Currency).

6.4  Adjustment of Facility B Advances

(a)  For each Facility B Advance in an Optional Currency, there shall be
     calculated the difference between the amount of the relevant Advance (in
     that Optional Currency) for the current Interest Period and for the next
     Interest Period. The amount of the Facility B Advance for the next Interest
     Period will be determined by notionally converting into that Optional
     Currency
<PAGE>

                                      45


     the Original Euro Amount of the Facility B Advance on the basis of the
     Agent's Spot Rate of Exchange three Business Days before the commencement
     of that Interest Period.

(b)  At the end of the current Interest Period (but subject always to paragraph
     (c) below):

     (i)  if the amount of the Facility B Advance for the next Interest Period
          is less than for the preceding Interest Period, UPC Distribution shall
          repay the difference; or

     (ii) if the amount of the Facility B Advance for the next Interest Period
          is greater, each Lender shall forthwith make available to the Facility
          Agent for UPC Distribution its participation in the difference.

(c)  If the Agent's Spot Rate of Exchange for the next Interest Period shows an
     appreciation or depreciation of the Optional Currency against euros of less
     than five per cent. when compared with the Original Exchange Rate, no
     amounts are payable in respect of the difference. In this Clause 6,
     "Original Exchange Rate" means the Agent's Spot Rate of Exchange used for
     determining the amount of the Optional Currency for the Interest Period
     which is the later of the following:

     (i)  the first Interest Period of the relevant Advance; and

     (ii) the most recent Interest Period immediately prior to which a
          difference was required to be paid under this Clause 6.4.

6.5  Prepayments and repayments

     If a Facility B Advance is to be repaid or prepaid by reference to an
     Original Euro Amount, the Optional Currency amount to be repaid or prepaid
     shall be determined by reference to the Agent's Spot Rate of Exchange used
     for determining the Optional Currency amount of that Facility B Advance
     under Clause 5.4(c) (Participation in Advances) or, if applicable, the
     Original Exchange Rate.

6.6  Notification

     The Agent shall notify the Lenders and UPC Distribution of Optional
     Currency amounts (and the applicable Agent's Spot Rate of Exchange)
     promptly after they are ascertained under this Agreement.

7.   CANCELLATION AND PREPAYMENT

7.1  Automatic Cancellation of the Commitments

(a)  The Facility A Commitment of each Lender shall be automatically cancelled
     at the close of business in London on the last day of the Facility A
     Availability Period.

(b)  The undrawn Facility B Commitment of each Lender shall be automatically
     cancelled at the close of business in London on the last day of the
     Facility B Availability Period.

(c)  The undrawn Facility C Commitment of each Lender shall be automatically
     cancelled at the close of business in London on the last day of the
     Facility C Availability Period.
<PAGE>

                                      46


(d)  The Facility A Commitments will be cancelled, such that, at the close of
     business in London on each date set out in column 1 below, the Total
     Facility A Commitments will be reduced to the amount set opposite that date
     in column 2 below.



                  (1)                                (2)

                 Date                Facility A Total Commitment after reduction

                                                    (Euro)

            30th June, 2005                      666,750,000
            30th June, 2006                      583,400,000
            30th June, 2007                      500,000,000

(e)  Each reduction of the Facility A Commitments under paragraph (d) above
     shall be applied against the Facility A Commitment of each Lender pro rata.

7.2  Voluntary cancellation

     UPC Distribution may, by delivering to the Facility Agent a duly completed
     Cancellation Notice not less than five Business Days prior to the due date
     of cancellation, cancel the unutilised portion of the Total Facility A
     Commitments and/or Total Facility B Commitments and/or Total Facility C
     Commitments in whole or in part (but, if in part, in an aggregate minimum
     amount of (Euro)10,000,000 (in the case of Facility A or Facility B) and an
     aggregate minimum Original Euro Amount of (Euro)10,000,000 (in the case of
     Facility C) in such proportions as UPC Distribution may specify in the
     Cancellation Notice) on the date specified in the Cancellation Notice. Any
     cancellation in part shall be applied against the relevant Facility A
     Commitment, Facility B Commitment or, as the case may be, Facility C
     Commitment of each Lender pro rata.

7.3  Voluntary prepayment

(a)  UPC Distribution may, by delivering to the Facility Agent a duly completed
     Cancellation Notice not less than five Business Days prior to the due date
     of prepayment, prepay the whole or any part, (but if in part in an
     aggregate minimum Original Euro Amount of (Euro)10,000,000) of the Advances
     made to it under Facility A, Facility B or (subject to Clause 7.10(c)
     (Facility C Call Protection)) Facility C.

(b)  Any voluntary prepayment made under paragraph (a) above will be applied
     (subject to Clause 7.10(c) (Facility C Call Protection)) against:

     (i)   Facility A, Facility B or Facility C in such proportions as may be
           specified by UPC Distribution in the notice of prepayment;

     (ii)  (in the case of Facility A), against all the Facility A Advances pro
           rata or against such Facility A Advances as UPC Distribution may
           designate in the Cancellation Notice;

     (iii) (in the case of Facility B or Facility C), pro rata against the
           Repayment Instalments for Facility B or (as the case may be) Facility
           C.
<PAGE>

                                      47

7.4  Change of Control

(a)  If:

     (i)   UGC ceases:

           (1)  directly or indirectly to own more than 50 per cent of the
                issued share capital of UPC; and

           (2)  to Control UPC; or

     (ii)  after completion of the Approved Transaction, Liberty Media
           Corporation together with one or more of its Associated Companies
           does not or ceases to directly or indirectly own 10 per cent. or more
           of the issued share capital of UPC from time to time; or

     (iii) UPC does not or ceases to own, directly or indirectly through one or
           more of its Subsidiaries or other persons Controlled by it, the legal
           and beneficial interest in more than 50 per cent. of the voting and
           economic rights attaching to the issued share capital of, or
           otherwise ceases to Control, UPC Distribution Holdco, (except as a
           result of a merger or consolidation of UPC Distribution Holdco with
           or into a Shareholder, provided that such merger or consolidation is
           in accordance with paragraph (b) below); or

     (iv)  in accordance with the terms of any share pledge in favour of the
           Security Agent over the issued share capital of UPC Distribution and
           UPC Holding II, UPC Distribution Holdco does not or ceases to own
           directly (or indirectly through one or more of its Subsidiaries or
           other persons Controlled by it, subject to such Subsidiary or person
           complying with Clause 26.4(a) (Additional Guarantors)) the legal and
           beneficial interest in 100 per cent. of the issued share capital of
           UPC Distribution and UPC Holding II or otherwise ceases to Control
           UPC Distribution and UPC Holding II; or

     (v)   in accordance with the terms of the share pledges in favour of the
           Security Agent over the issued share capital of each of the Obligors
           (other than UPC Distribution Holdco, UPC Holding II, the US Borrower
           and UPC Distribution), UPC Distribution does not or ceases to own
           directly or indirectly through one or more of its Subsidiaries or
           other persons Controlled by it, the legal and beneficial interest in
           at least 75 per cent. of the voting and economic rights attaching to
           the issued share capital of any Obligor (other than UPC Distribution
           Holdco, UPC Holding II, the US Borrower or UPC Distribution) or
           otherwise ceases to Control such Obligor; or

     (vi)  UPC Distribution and UPC Holding II do not or cease to own, in
           accordance with the terms of the pledge referred to in paragraph 2 of
           Schedule 7 (Security Documents), the legal and beneficial interest in
           100 per cent. of the partnership interests and economic rights
           attaching to the partnership interests of, or otherwise ceases to
           Control, the US Borrower,

     (any of the events described in (i) to (vi) above being a "Change of
     Control"):

     (A)  UPC Distribution shall promptly notify the Facility Agent upon
          becoming aware of a Change of Control; and
<PAGE>

                                      48


     (B)  if the Majority Lenders so require, the Facility Agent shall, by not
          less than 20 Business Days' notice to UPC Distribution, cancel each
          Facility and declare all outstanding Advances, together with accrued
          interest and all other relevant amounts accrued under the Finance
          Documents immediately due and payable, whereupon each Facility will be
          cancelled and all such outstanding amounts will become immediately due
          and payable.

(b)  UPC Distribution Holdco shall not enter into a merger or consolidation with
     or into a Shareholder (the resulting entity being the "UPC Merged Entity")
     unless:

     (A)  reasonable details of the proposed merger concerning the matters set
          out in paragraphs (B) to (C) below are provided to the Facility Agent
          at least 10 days before the merger is to be entered into;

     (B)  the UPC Merged Entity will be liable for the obligations of UPC
          Distribution Holdco (including the obligations under the Finance
          Documents), which obligations will continue in full force and effect
          after the merger, and entitled to the benefit of all rights of UPC
          Distribution Holdco; and

     (C)  the UPC Merged Entity has entered into Security Documents (if
          applicable) which provide security over the same assets of at least an
          equivalent nature and ranking to the security provided by UPC
          Distribution Holdco pursuant to any Security Documents entered into by
          it and such Security Documents are the legal, valid and binding
          obligations of the UPC Merged Entity 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.

7.5  Mandatory prepayment from Excess Cash Flow

(a)  Subject to paragraph (b) below and Clause 7.7 (Date for prepayment), within
     10 Business Days of the delivery of the Borrower Group's audited
     consolidated financial statements which relate to any financial year of the
     Borrower Group (starting with the annual Accounting Period ending 31st
     December, 2004) under Clause 16.2 (Financial information) the Borrowers
     (unless otherwise agreed in writing by the Facility Agent acting on the
     instructions of the Majority Lenders) shall prepay, or procure that there
     is prepaid, an amount of the Facilities equal to 50 per cent. of the Excess
     Cash Flow for such financial year.

(b)  The Borrowers shall not be required to make any prepayments under paragraph
     (a) above:

     (i)  after the date on which the Facility Agent receives financial
          statements delivered under Clause 16.2(b) (Financial information)
          which show that, for the two most recent Ratio Periods, the ratio of
          Senior Debt to Annualised EBITDA is less than or equal to 3.5:1; or

     (ii) if the amount of Excess Cash Flow in respect of the relevant financial
          year is less than (EURO)5,000,000.

7.6  Mandatory prepayment from disposal proceeds

(a)  The Borrowers undertake (unless otherwise agreed in writing by the Facility
     Agent acting on the instructions of the Majority Lenders), subject to the
     terms of the Security Deed and Clause 7.7 (Date for prepayment), to apply
     and to procure the application of the Net Proceeds of all disposals or the
     cash equivalent thereof (other than disposals permitted under Clause
<PAGE>

                                      49


     16.10(b)(i) to (ix)(A) and (x) to (xiii) inclusive (Disposals)) made by any
     member of the Borrower Group of assets comprising or contributing in
     aggregate a percentage value in excess of (and only to the extent of such
     excess):

     (i)   20 per cent. of the total assets, revenues or EBITDA of the Borrower
           Group (taken as a whole) in prepayment of the Facilities (or, if less
           the amount of the Facilities) within 10 Business Days of receipt of
           the relevant Net Proceeds by the relevant member(s) of the Borrower
           Group; and

     (ii)  10 per cent. (but not more than 20 per cent.) of the total assets,
           revenues or EBITDA of the Borrower Group (taken as a whole) in
           prepayment of the Facilities (or, if less the amount of the
           Facilities) unless the entire amount of such Net Proceeds are, within
           12 months of receipt, reinvested in the business of the Borrower
           Group within 10 Business Days after the end of such 12-month period,
           in which event the percentage value of such assets shall not be taken
           into account for the purposes of this Clause 7.6.

(b)  If the Net Proceeds of disposals of assets comprising or contributing in
     aggregate a percentage value of 10 per cent. or less of the total assets,
     revenues or EBITDA of the Borrower Group are either:

     (i)   reinvested in the business of the Borrower Group within 12 months of
           receipt; or

     (ii)  deposited immediately with the Facility Agent and applied in
           prepayment of the Facilities and reduction of the Total Facility A
           Commitments, Total Facility B Commitments and Total Facility C
           Commitments in accordance with the mechanics set out in Clauses 7.7
           (Date for prepayment) and 7.8 (Order of application),

     the percentage value of such assets shall not be taken into account for the
     purposes of paragraph (a) above or Clause 16.10(b)(ix)(A) (Disposals).

(c)  For the purposes of paragraphs (a) and (b) above and Clause 16.10(b)
     (Disposals), "percentage value" of an asset disposed of means the
     percentage of the total assets, revenues or EBITDA of the Borrower Group
     (as the case may be) attributable to such asset in respect of the financial
     year (in the case of revenues or EBITDA) or as at the end of the financial
     year (in the case of total assets) immediately preceding the financial year
     in which the asset is disposed of and for the avoidance of doubt, the value
     of assets disposed of will be calculated on an increasing percentage basis
     such that any percentage value will automatically be added to the
     percentage value of any subsequent disposal. For the purpose of Clause
     7.6(a) and this Clause 7.6(c), all calculations shall be by reference to
     the annual consolidated financial statements of UPC Distribution or, as the
     case may be, the annual combined financial statements of the Borrower Group
     required to be produced pursuant to this Agreement.

7.7  Date for prepayment

     Each amount to be prepaid under Clauses 7.5 (Mandatory prepayment from
     Excess Cash Flow), 7.6 (Mandatory prepayment from disposal proceeds) and
     17.4 (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 or as the Security Agent may
     reasonably direct 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 security interest in favour of the
     Security Agent on behalf of the Beneficiaries, on terms that the principal
<PAGE>

                                      50


     amount so deposited may only be released by making the relevant prepayment
     on Interest Dates falling immediately thereafter, in accordance with Clause
     7.8 (Order of application) (where applicable), until the prepayment
     obligations under Clauses 7.5 (Mandatory prepayment from Excess Cash Flow),
     7.6 (Mandatory prepayment from disposal proceeds) and 17.4 (Cure
     provisions) have been satisfied.

7.8  Order of application

     Subject to Clause 7.10(c) (Facility C Call protection), the amount of each
     prepayment of the Facilities made under Clauses 7.5 (Mandatory prepayment
     from Excess Cash Flow) and Clause 7.6 (Mandatory prepayment from disposal
     proceeds) shall be applied:

     (a)  first, pro rata between outstanding Facility B Advances and Facility C
          Advances (and pro rata against the Repayment Instalments for Facility
          B and Facility C respectively) with a corresponding permanent
          cancellation of the Total Facility B Commitments and Total Facility C
          Commitments (pro rata between the Commitments of the Lenders under the
          relevant Facility); and

     (b)  second, against outstanding Facility A Advances (pro rata against all
          Facility A Advances) with a corresponding permanent cancellation of
          the Total Facility A Commitments, (pro rata between the Commitments of
          the Lenders under that Facility) and a corresponding reduction of each
          amount specified in column 2 of Clause 7.1(d) (Automatic Cancellation
          of the Commitments) by the amount of each such prepayment.

7.9  Right of prepayment and cancellation in relation to a single Lender

(a)  If:

     (i)  any sum payable to any Lender by a Borrower is required to be
          increased under paragraph (c) of Clause 10.2 (Tax gross-up); or

     (ii) any Lender claims indemnification from a Borrower under Clause 10.3
          (Tax indemnity) or Clause 12.1 (Increased Costs),

     UPC Distribution may, whilst the circumstance giving rise to the
     requirement or indemnification continues, in respect only of the Facilities
     made available to it, give the Facility Agent notice of cancellation of the
     Facility A Commitment, Facility B Commitment, Facility C1 Commitment and/or
     Facility C2 Commitment (as applicable) of that Lender and its intention to
     procure the repayment of that Lender's participation in all relevant
     Advances.

(b)  On receipt of a notice referred to in paragraph (a) above, the Facility A
     Commitment, Facility B Commitment, Facility C1 Commitment and/or Facility
     C2 Commitment (as applicable) of that Lender shall each immediately be
     reduced to zero.

(c)  On the last day of each Interest Period which ends after a Borrower has
     given notice under paragraph (a) above (or, if earlier, the date specified
     by the relevant Borrower in that notice), the relevant Borrower shall repay
     that Lender's participation in all relevant Advances.

(d)  Prepayments made pursuant to this Clause 7.9 shall be applied against the
     outstanding Facility A Advances and (in the case of Facility B Advances and
     Facility C Advances) the outstanding Repayment Instalments pro rata.
<PAGE>

                                      51

7.10 Facility C Call protection

(a)  Upon any prepayment of Facility C Advances under this Clause 7 made up to
     and including the Second Anniversary, the Borrowers shall pay to the
     Facility Agent for distribution to Facility C Lenders:

     (i)  during the period commencing on the Signing Date to and including the
          first Anniversary, a prepayment fee in respect of the principal amount
          of such Advances so prepaid equal to 3 per cent. of such principal
          amount; and

     (ii) during the period following the first Anniversary up to and including
          the second Anniversary, a prepayment fee in respect of the principal
          amount of such Loans so prepaid equal to 1.5 per cent. of such
          principal amount.

(b)  In the event that:

     (i)  the Lenders, the Majority Lenders or the Facility C Lenders (as
          applicable) agree to modify or waive any of the provisions of this
          Agreement and, as a result thereof, a prepayment that would otherwise
          have been required under this Clause 7 shall not be made; or

     (ii) on receipt by the Facility Agent of a notice under Clause 7.4(a)(A)
          (Change of Control) notifying it of a Change of Control, the Majority
          Lenders agree not to require the cancellation of the Facility and
          prepayment of all outstanding amounts under the Finance Documents,

     the Borrowers shall nevertheless pay to all the Facility C Lenders a fee
     equal to the amount of prepayment fee that would otherwise have been paid
     under paragraph (a) above had such prepayment occurred. This fee is in
     addition to any further prepayment fee under paragraph (a) above that may
     be payable on any subsequent prepayment of the relevant amount.

(c)  Subject to paragraph (b), prior to the repayment or prepayment in full of
     all outstanding Facility B Advances, the Facility C Lenders may elect not
     to accept prepayments of Facility C Advances under Clause 7.3 (Voluntary
     prepayment), 7.5 (Mandatory prepayment from Excess Cash Flow) or 7.6
     (Mandatory prepayment from disposal proceeds). In the event of such
     election any amounts which would otherwise have been applied in prepayment
     of Facility C Advances shall not, unless UPC Distribution so elects, be
     applied in prepayment of Facility A Advances or Facility B Advances but may
     be retained by the Borrowers for use in the business of the Borrower Group.

7.11 Miscellaneous provisions

(a)  Any Cancellation Notice delivered under this Agreement is irrevocable.  The
     Facility Agent shall notify the Lenders promptly of receipt of any such
     notice.

(b)  All prepayments under this Agreement shall be made together with accrued
     interest on the amount prepaid and any other amounts due under this
     Agreement in respect of that prepayment and, subject to Clause 7.10
     (Facility C Call protection) and Clause 23.4 (Break Costs) without premium
     or penalty.

(c)  No prepayment or cancellation is permitted except in accordance with the
     express terms of this Agreement.
<PAGE>

                                      52

(d)  The amount of any Facility A Advance prepaid by UPC Distribution in
     accordance with Clause 7.3 (Voluntary prepayment) or Clause 17.4 (Cure
     Provisions) may, subject to the terms of this Agreement, be re-borrowed. No
     other amount prepaid under this Agreement may subsequently be re-borrowed.

(e)  No amount of any Commitment cancelled under this Agreement may subsequently
     be reinstated.

(f)  Any prepayment in part of any Advance shall be applied against the
     participations of the Lenders in that Advance pro rata.

(g)  Any cancellation or prepayment in relation to Facility C shall be applied
     pro rata between Facility C1 Commitments and Facility C2 Commitments or (as
     the case may be) Facility C1 Advances and Facility C2 Advances according to
     their respective Original Euro Amounts.

8.   INTEREST

8.1  Interest rate

     The rate of interest on each Advance for its Interest Period is the rate
     per annum determined by the Facility Agent to be the aggregate of:

     (a)  the applicable Margin; and

     (b)  (i)  LIBOR (in the case of an Advance denominated in a currency other
               than euros); or

          (ii) EURIBOR (in the case of an Advance denominated in euros); and

     (c)  the Mandatory Costs.

8.2  Selection of Interest Periods

(a)  The Interest Period (in the case of each Facility A Advance) or the first
     Interest Period (in the case of each Facility B Advance or Facility C
     Advance) of each Advance will be the period selected in the Request for
     that Advance and (in the case of each Facility B Advance or Facility C
     Advance) each subsequent Interest Period will be the period selected by the
     relevant Borrower by notice (a "Selection Notice") to the Facility Agent
     received not later than the third Business Day before the end of the then
     current Interest Period.

(b)  Each Interest Period shall (save as provided in Clause 2.4 (Syndication
     period)) be one month, two, three or six months or in any case such other
     period not exceeding six months as the relevant Borrower and the Facility
     Agent may agree from time to time. Each Interest Period for an Advance will
     commence on its Utilisation Date or (in the case of each subsequent
     Interest period for a Facility B Advance or Facility C Advance) the expiry
     of its preceding Interest Period.

(c)  Each Facility A Advance will have only one Interest Period.
<PAGE>

                                      53

8.3  Non-Business Days

     If an Interest Period would otherwise end on a day which is not a Business
     Day, that Interest Period shall instead end on the next Business Day in
     that calendar month (if there is one) or the preceding Business Day (if
     there is not).

8.4  Further Adjustments to Interest Periods

     If an Interest Period:

     (a)  for a Facility A Advance would otherwise overrun the Facility A Final
          Maturity Date, it shall be shortened so that it ends on the Facility A
          Final Maturity Date;

     (b)  for a Facility B Advance would otherwise overrun the Facility B Final
          Repayment Date, it shall be shortened so that it ends on the Facility
          B Final Repayment Date; and

     (c)  for a Facility C Advance would otherwise overrun the Facility C Final
          Repayment Date, it shall be shortened so that it ends on the Facility
          C Final Repayment Date.

8.5  Other adjustments

     The Facility Agent and the Borrowers may enter into such other arrangements
     as they may agree for the adjustment of Interest Periods and the
     consolidation and/or splitting of Advances.

8.6  Notification

     The Facility Agent shall notify the relevant Borrower and the Lenders of
     the duration of each Interest Period promptly after ascertaining its
     duration.

8.7  Due dates

     Except as otherwise provided in this Agreement, accrued interest on each
     Advance is payable by the relevant Borrower on its Interest Date and also,
     in the case of:

     (a)  any Facility A Advance or Facility B Advance with an Interest Period
          longer than six months, at six monthly intervals after the first day
          of that Interest Period for so long as the Interest Period continues;
          and

     (b)  in the case of any Facility C Advance with an Interest Period longer
          than three months, at three monthly intervals after the first day of
          that Interest Period for so long as the Interest Period continues.

8.8  Default interest

(a)  If an Obligor fails to pay any amount payable by it under the Finance
     Documents, it shall forthwith on demand by the Facility Agent pay interest
     on the overdue amount from the due date up to the date of actual payment,
     both before and after judgment, at a rate (the "default rate") determined
     by the Facility Agent to be two per cent. per annum above the rate which
     would have been payable if the Unpaid Sum had, during the period of non-
     payment, constituted an Advance at the Margin applicable to a new Facility
     A Advance or (if the Unpaid Sum relates to an overdue amount payable under
     or in connection with Facility C) a new Facility C Advance if it had been
     drawn down at such time in the currency of the Unpaid
<PAGE>

                                      54

     Sum for such successive Interest Periods of such duration (not being more
     than three months) as the Facility Agent may determine, having regard to
     the likely duration of the default (a "Designated Term").

(b)  The default rate will be determined on each Business Day or the first day
     of, or two Business Days before the first day of, the relevant Designated
     Term, as appropriate.

(c)  Default interest will be compounded at the end of each Designated Term.

8.9  Notification of rates of interest

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

8.10 Margin

(a)  The Margin will be:

     (i)  in the case of a Facility A Advance or Facility B Advance, 2.75 per
          cent. per annum until the first Anniversary and thereafter shall be
          2.50 per cent. per annum unless adjusted in accordance with the
          following provisions of this Clause 8.10; and

     (ii) in the case of a Facility C Advance, 4.00 per cent. per annum.

(b)  Commencing with the first Anniversary (by reference, in the case of the
     first Anniversary, to the Relevant Financial Statements delivered for the
     most recent financial quarter to end prior to the first Anniversary) UPC
     Distribution will deliver to the Facility Agent (by no later than the date
     of the first Anniversary or, as the case may be, the date it delivers to
     the Facility Agent each subsequent set of Relevant Financial Statements) a
     notice referring to this Clause 8.10 (a "Margin Notice") and specifying the
     ratio of Senior Debt to Annualised EBITDA as calculated in accordance with
     Clause 17 (Financial Covenants) as at the date to which the Relevant
     Financial Statements were prepared for the purposes of calculating whether
     the Margin for Facility A Advances and Facility B Advances is to be
     adjusted in accordance with this Clause 8.10.

(c)  The Margin for Facility A Advances and Facility B Advances will be adjusted
     (upwards or downwards) to the percentage rates per annum set out in column
     1 below set opposite the range set out in column 2 below into which the
     ratio of Senior Debt to Annualised EBITDA, as shown in the Margin Notice,
     falls:

<TABLE>
<CAPTION>

             (1)                      (2)
            Margin               Senior Debt/
                              Annualised EBITDA ratio
            <S>               <C>
            2.50%                    7.00:1
            2.00%              6.00:1 but * 7.00:1
            1.50%              5.00:1 but * 6.00:1
            1.25%              4.00:1 but * 5.00:1
            1.00%              3.00:1 but * 4.00:1
            0.75%                   * 3.00:1
</TABLE>

* = Less Than
<PAGE>

                                      55

(d)  The adjustment (if any) specified in (c) above will apply to the Margin for
     all Facility A Advances and Facility B Advances with effect from the date
     falling five Business Days after the relevant Margin Notice (or, if later,
     the related Relevant Financial Statements) is delivered to the Facility
     Agent.

(e)  If UPC Distribution fails to deliver a Margin Notice in accordance with
     paragraph (b) above the Margin with effect from the last date permitted for
     delivery of the Relevant Financial Statements will be as stated in
     paragraph (a) above provided that if that Margin Notice is delivered later,
     the Margin will be adjusted in accordance with this Clause 8.10 with effect
     from the date falling five Business Days after the Margin Notice (or, if
     later, the related Relevant Financial Statements) is delivered.

(f)  In this Clause 8.10, "Relevant Financial Statements" means each set of
     quarterly financial statements delivered under Clause 16.2(b) (Financial
     information).

9.   PAYMENTS

9.1  Place of Payment

     All payments by an Obligor or a Lender under this Agreement shall be made
     to the Facility Agent to its account at such office or bank in the
     principal financial centre of the country of the currency concerned (or, in
     the case of euros, the financial centre of such of the Participating Member
     States or London) as the Facility Agent may notify to the Obligor or Lender
     for this purpose.

9.2  Funds

     Payments under this Agreement to the Facility Agent shall 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 the relevant currency in the place for
     payment.

9.3  Distribution

(a)  Each payment received by the Facility Agent under this Agreement for
     another Party shall, subject to paragraphs (b) and (c) below, be made
     available by the Facility Agent to that Party by payment (on the date of
     value of receipt and in the currency and funds of receipt) to its account
     with such bank in the principal financial centre of the country of the
     relevant currency (or, in the case of euros, in the principal financial
     centre of such of the Participating Member States 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 apply any amount received by it for an Obligor in or
     towards payment (on the date and in the currency and funds of receipt) of
     any amount due from an Obligor under this Agreement in the same currency on
     such date or in or towards the purchase of any amount of any currency to be
     so applied.

(c)  Where a sum is to be paid under this Agreement to the Facility Agent for
     the account of another Party, the Facility Agent is not obliged to pay that
     sum to that Party until it has established that it has actually received
     that sum. The Facility Agent may, however, assume that the sum has been
     paid to it in accordance with this Agreement and, in reliance on that
     assumption, make available to that Party a corresponding amount. If the sum
     has not been made available but the Facility Agent has paid a corresponding
     amount to another Party, that
<PAGE>

                                      56

     Party shall forthwith on demand refund the corresponding amount to the
     Facility Agent together with interest on that amount from the date of
     payment to the date of receipt, calculated at a rate reasonably determined
     by the Facility Agent to reflect its cost of funds.

9.4  Currency

(a)  A repayment or prepayment of an Advance is payable in the currency in which
     the Advance is denominated.

(b)  All interest is payable in the currency in which the relevant amount in
     respect of which it is payable is denominated.

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

(d)  Any other amount payable under this Agreement is, except as otherwise
     provided in this Agreement, payable in euros or, to the extent it relates
     to Facility C2, US Dollars.

9.5  Set-off and counterclaim

     All payments made by an Obligor under this Agreement shall be made without
     set-off or counterclaim.

9.6  Non-Business Days

(a)  If a payment under this Agreement is due on a day which is not a Business
     Day, the due date for that payment shall instead be the next Business Day
     in the same calendar month (if there is one) or the preceding Business Day
     (if there is not).

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

9.7  Partial payments

(a)  Subject to the Security Deed, if the Facility Agent receives a payment
     insufficient to discharge all the amounts then due and payable by an
     Obligor under this Agreement, the Facility Agent shall apply that payment
     towards the obligations of the Obligors under this Agreement in the
     following order:

     (i)    first, in or towards payment pro rata of any unpaid costs, fees and
            expenses of the Facility Agent under this Agreement;

     (ii)   secondly, in or towards payment pro rata of any accrued fees (other
            than any commitment fees payable under Clause 20.1 (Commitment fee))
            due but unpaid under Clause 20 (Fees);

     (iii)  thirdly, in or towards payment to the Lenders pro rata of any
            accrued interest and commitment fees due but unpaid under this
            Agreement;

     (iv)   fourthly, in or towards payment to the Lenders pro rata of any
            principal due but unpaid under this Agreement; and
<PAGE>

                                      57

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

(b)  Subject to the Security Deed, the Facility Agent shall, if so directed by
     all of the Lenders, vary the order set out in sub-paragraphs (a)(ii) to (v)
     above. The Facility Agent shall notify UPC Distribution of any such
     variation.

(c)  Paragraphs (a) and (b) above shall override any appropriation made by any
     Obligor.

10.  Tax Gross-up and Indemnities

10.1 Definitions

(a)  In this Clause 10:

     "Protected Party" means a Finance Party which is or will be, for or on
     account of Tax, subject to any liability or required to make any payment in
     relation to a sum received or receivable (or any sum deemed for the
     purposes of Tax to be received or receivable) under a Finance Document.

     "Tax Credit" means a credit against, relief or remission for, or repayment
     of any Tax.

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

     "Tax Payment" means an increased payment made by an Obligor to a Finance
     Party under Clause 10.2 (Tax gross-up) or a payment under Clause 10.3 (Tax
     indemnity).

     "Treaty Lender" means a Lender which is (on the date a payment falls due),
     entitled to that payment under a double taxation agreement in force on the
     date (subject to the completion of any necessary procedural formalities)
     without a Tax Deduction.

(b)  In this Clause 10 a reference to "determines" or "determined" means a
     determination made in the absolute discretion of the person making the
     determination.

10.2 Tax gross-up

(a)  Each Obligor shall make all payments to be made by it without any Tax
     Deduction, unless a Tax Deduction is required by law.

(b)  UPC Distribution or a Lender shall promptly upon becoming aware that an
     Obligor must make a Tax Deduction (or that there is any change in the rate
     or the basis of a Tax Deduction) notify the Facility Agent accordingly. If
     the Facility Agent receives such notification from a Lender it shall notify
     UPC Distribution and that Obligor.

(c)  Subject to Clause 10.5 (U.S. Taxes), if a Tax Deduction is required by law
     to be made by an Obligor, the amount of the payment due from that Obligor
     shall be increased to an amount which (after making any Tax Deduction)
     leaves an amount equal to the payment which would have been due if no Tax
     Deduction had been required.

(d)  If an Obligor is required to make a Tax Deduction, that Obligor shall make
     that Tax Deduction and any payment required in connection with that Tax
     Deduction within the time allowed and in the minimum amount required by
     law.
<PAGE>

                                      58

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

(f)  A Treaty Lender and each Obligor which makes a payment to which that Treaty
     Lender is entitled shall co-operate and use its reasonable efforts to
     complete any procedural formalities and provide any information, in each
     case on a timely basis, necessary for that Obligor to obtain authorisation
     to make that payment without a Tax Deduction (or with a reduced rate of
     such Tax Deduction).

10.3 Tax indemnity

(a)  The Obligors shall (within three Business Days of demand by the Facility
     Agent) pay to a Protected Party an amount equal to the loss, liability or
     cost which that Protected Party determines will be or has been (directly or
     indirectly) suffered for or on account of Tax by that Protected Party.

(b)  Paragraph (a) above shall not apply with respect to any Tax assessed on:

     (i)  a Finance Party:

          (A)  under the law of the jurisdiction in which that Finance Party is
               incorporated or, if different, the jurisdiction (or
               jurisdictions) in which that Finance Party is treated as resident
               for tax purposes; or

          (B)  under the law of the jurisdiction in which 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 (but not any sum deemed to be received or
          receivable) by that Finance Party; or

     (ii) the Facility Agent, as a result of the failure by a Lender to satisfy
          on the due date of a payment of interest either of the conditions set
          out in paragraphs (A) and (B) of Clause 19.16(b) (Lenders).

(c)  A Protected Party making or intending to make a claim pursuant to paragraph
     (a) above shall promptly notify the Facility Agent in writing of the event
     which will give, or has given, rise to the claim, including details of the
     nature of the Tax due or paid by that Protected Party, following which the
     Facility Agent shall promptly provide such information to UPC Distribution.

(d)  A Protected Party shall, on receiving a payment from an Obligor under this
     Clause 10.3, notify the Facility Agent.

10.4 Tax Credit

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

     (i)  a Tax Credit is attributable to that Tax Payment; and
<PAGE>

                                      59

     (ii) that Finance Party has obtained, utilised and retained that Tax
          Credit,

     the Finance Party shall pay an amount to the Obligor which that Finance
     Party determines will leave it (after that payment) in the same after-Tax
     position as it would have been in had the Tax Payment not been made by the
     Obligor.

(b)  No provision of this Agreement shall:

     (i)  interfere with the right of any Finance Party to arrange its tax or
          any other affairs in whatever manner it thinks fit or oblige any
          Finance Party to claim any credit, relief, remission or repayment in
          respect of any payment of Tax in priority to any other credit, relief,
          remission or repayment available to it, except that the Finance
          Party's sole reason (acting in good faith) for not claiming or for
          deferring such credit, relief, remission or repayment shall not be its
          obligation to make a payment under this Clause 10.4; or

     (ii) oblige any Finance Party to disclose any information relating to its
          Tax or other affairs or any computations in respect thereof.

10.5  U.S. Taxes

     The US Borrower shall not be required to pay any additional amount pursuant
     to Clause 10.2 (Tax gross-up) in respect of United States Taxes (including,
     without limitation, federal, state, local or other income Taxes), branch
     profits or franchise Taxes with respect to a sum payable by it pursuant to
     this Agreement to a Lender if:

     (a)  on the date such Lender becomes a Party to this Agreement or has
          designated a new Facility Office either:

          (i)  in the case of a Lender which is not a United States person (as
               such term is defined in Section 7701(a)(30) of the Code), such
               Lender is not entitled to submit a Form 1001 or Form W-8
               (relating to such Lender and claiming a complete exemption from
               withholding on interest payable pursuant to this Agreement) (or
               successor forms including a Form W-8BEN) or a Form 4224 (or
               successor forms including a Form W-8EC1) with respect to interest
               payable pursuant to this Agreement; or

          (ii) 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; or

     (b)  such Lender has (unless the US Borrower failed to complete any
          procedural formalities or provide any information referred to in
          Clause 10.2(f) (Tax gross-up)) failed to submit any form, certificate
          or other information with respect to such sum payable that it was
          required and is entitled to file under applicable law in order to
          avoid the payment of the relevant Taxes.

10.6 Value added tax

(a)  All consideration payable under a Finance Document by an Obligor to a
     Finance Party shall be deemed to be exclusive of any VAT. If VAT is
     chargeable, the Obligor shall, following
<PAGE>

                                      60

     delivery of a VAT invoice, pay to the Finance Party (in addition to and at
     the same time as paying the consideration) an amount equal to the amount of
     the VAT.

(b)  Where a Finance Document requires an Obligor to reimburse a Finance Party
     for any costs or expenses, that Obligor shall also at the same time pay and
     indemnify that Finance Party against all VAT incurred by that Finance Party
     in respect of the costs or expenses save to the extent that that Finance
     Party is entitled to repayment or credit in respect of the VAT.

11.  MARKET DISRUPTION

11.1 Absence of quotations

     Subject to Clause 11.2 (Market disruption), if LIBOR or, if applicable,
     EURIBOR is to be determined by reference to the Reference Banks but a
     Reference Bank does not supply a quotation by noon on the Rate Fixing Day,
     the applicable LIBOR or EURIBOR shall be determined on the basis of the
     quotations of the remaining Reference Banks.

11.2 Market disruption

(a)  If a Market Disruption Event occurs in relation to an Advance for any
     Interest Period, then the rate of interest on each Lender's share of that
     Advance for the Interest Period shall be the rate per annum which is the
     sum of:

     (i)    the Margin;

     (ii)   the 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 Interest Period, to be that which expresses as a
            percentage rate per annum the cost to that Lender of funding its
            participation in that Advance from whatever source it may reasonably
            select; and

     (iii)  the Mandatory Cost.

(b)  In this Agreement "Market Disruption Event" means:

     (i)    at or about noon on the Rate Fixing Day for the relevant Term or
            Interest Period the Screen Rate is not available and none or only
            one of the Reference Banks supplies a rate to the Facility Agent to
            determine LIBOR or, if applicable, EURIBOR for the relevant currency
            and period; or

     (ii)   before close of business in London on the Rate Fixing Day for the
            relevant Interest Period, the Facility Agent receives notifications
            from a Lender or Lenders (whose participations in an Advance
            aggregate not less than one-third of that Advance) that the cost to
            it of obtaining matching deposits in the London Interbank Market or,
            as the case may be, the European Interbank Market would be in excess
            of LIBOR or, if applicable, EURIBOR.

11.3 Alternative basis of interest or funding

(a)  If a Market Disruption Event occurs and the Facility Agent or UPC
     Distribution so requires, the Facility Agent and UPC Distribution shall
     enter into negotiations (for a period of not more than thirty days) with a
     view to agreeing a substitute basis for determining the rate of interest.
<PAGE>

                                      61

(b)  Any alternative basis agreed pursuant to paragraph (a) above shall, with
     the prior consent of all the Lenders and UPC Distribution, be binding on
     all Parties.

11.4 Revocation of currency

     If before 9.30 a.m. on any Rate Fixing Day, the Facility Agent receives
     notice from a Lender that:

     (a)  it is impracticable for the Lender to fund its participation in an
          Advance in the relevant Optional Currency during that Interest Period
          in the ordinary course of business in the London or (in the case of
          euro) European Interbank Market; and/or

     (b)  the use of the proposed Optional Currency might contravene any law or
          regulation,

     the Facility Agent shall give notice to UPC Distribution and to the Lenders
     to that effect before 11.00 a.m. on that day.  In this event:

     (i)  UPC Distribution and the Lenders may agree that the drawdown will not
          be made; or

     (ii) in the absence of agreement:

          (1)  that Lender's participation in the Advance (or, if more than one
               Lender is similarly affected, those Lender's participations in
               the Advance) shall be treated as a separate Advance denominated
               in euros (in the case of a Facility A Advance, Facility B Advance
               or Facility C1 Advance) or Dollars (in the case of a Facility C2
               Advance) during the relevant Interest Period;

          (2)  in the definitions of "LIBOR" or, as applicable, "EURIBOR",
               (insofar as it applies to that Advance) in Clause 1.1
               (Definitions):

               (A)  there shall be substituted for the time "11.00 a.m." the
                    time "1.00 p.m."; and

               (B)  paragraph (c) of the relevant definition shall apply.

12.  INCREASED COSTS

12.1 Increased Costs

(a)  Subject to Clause 12.3 (Exceptions) the Borrowers shall, within three
     Business Days of a demand by the Facility Agent, pay to the Facility Agent
     for the account of a Finance Party the amount of any Increased Costs
     incurred by that Finance Party or any of its Holding Companies as a result
     of (i) the introduction of or any change in (or in the interpretation or
     application of) any law or regulation after the Signing Date or (ii)
     compliance with any law or regulation made after the Signing Date.

(b)  In this Agreement "Increased Costs" means:

     (i)    a reduction in the rate of return from the Facilities or on a
            Finance Party's (or any of its Holding Companies') overall capital;

     (ii)   an additional or increased cost; or
<PAGE>

                                      62

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

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

12.2 Increased cost claims

(a)  A Finance Party intending to make a claim pursuant to Clause 12.1
     (Increased Costs) as soon as is reasonably practicable after that Finance
     Party becomes aware that circumstances have arisen which entitle it to make
     such claim, shall notify the Facility Agent of the event giving rise to the
     claim, following which the Facility Agent shall promptly notify UPC
     Distribution.

(b)  Each Finance Party shall, as soon as practicable after a demand by the
     Facility Agent, provide a certificate confirming the amount of its
     Increased Costs.

12.3 Exceptions

(a)  Clause 12.1 (Increased Costs) does not apply to the extent any Increased
     Cost is:

     (i)    attributable to a Tax Deduction required by law to be made by an
            Obligor;

     (ii)   compensated for by Clause 10.3 (Tax indemnity) (or would have been
            compensated for under Clause 10.3 (Tax indemnity) but was not so
            compensated solely because one of the exclusions in paragraph (b) of
            Clause 10.3 (Tax indemnity) applied);

     (iii)  compensated for by the payment of the Mandatory Cost; or

     (iv)   attributable to the wilful breach by the relevant Finance Party or
            any of its Holding Companies of any law or regulation.

(b)  In this Clause 12.3, a reference to a "Tax Deduction" has the same meaning
     given to the term in Clause 10.1 (Definitions).

13.  ILLEGALITY AND MITIGATION

13.1 Illegality

     If it is or will become unlawful in any applicable jurisdiction for a
     Lender to give effect to any of its obligations as contemplated by this
     Agreement or to fund or allow to remain outstanding all or part of its
     participation in any Advance:

     (a)    that Lender shall promptly notify the Facility Agent upon becoming
            aware of the same;

     (b)    upon the Facility Agent notifying UPC Distribution, the Commitment
            of that Lender will be immediately cancelled; and

     (c)    if the Facility Agent on behalf of such Lender requires, the
            relevant Borrower or Borrowers shall repay that Lender's
            participation in any Advance made to that Borrower on the last day
            of the Interest Period for each Advance occurring after the Facility
            Agent has notified UPC Distribution or, if earlier, the date
            specified by the

<PAGE>

                                      63

          Lender in the notice delivered to the Facility Agent (being no earlier
          than the last day of any applicable grace period permitted by law).

13.2 Mitigation

(a)  Each Finance Party shall, in consultation with UPC Distribution, take all
     reasonable steps to mitigate any circumstances which arise and which would
     result in any amount (including without limitation, VAT) becoming payable
     under, or cancelled pursuant to, any of Clause 10 (Tax Gross-up and
     Indemnities), Clause 12 (Increased Costs) or Clause 13.1 (Illegality)
     including (but not limited to) transferring its rights and obligations
     under the Finance Documents to another Affiliate or Facility Office.

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

13.3 Limitation of Liability

(a)  The Borrowers shall indemnify each Finance Party for all costs and expenses
     reasonably incurred by that Finance Party as a result of steps taken by it
     under Clause 13.2 (Mitigation).

(b)  A Finance Party is not obliged to take any steps under Clause 13.2
     (Mitigation) if, in the opinion of that Finance Party (acting reasonably),
     to do so might be prejudicial to it.

14.  GUARANTEE

14.1 Guarantee and indemnity

     In consideration of the Finance Parties entering into this Agreement and,
     where applicable, the other Finance Documents and performing their
     obligations thereunder and the Senior Hedging Banks and the High Yield
     Hedging Banks from time to time entering into the Senior Hedging Agreements
     and the High Yield Hedging Agreements respectively, each Guarantor
     irrevocably and unconditionally, jointly and severally:

     (a)  guarantees to each Finance Party and the Security Agent on behalf of
          the Beneficiaries punctual performance by each Borrower and UPC of all
          their respective obligations under the Guaranteed Documents;

     (b)  undertakes with each Finance Party and the Security Agent on behalf of
          the Beneficiaries that whenever a Borrower or UPC does not pay any
          amount when due under or in connection with any Guaranteed Document,
          that Guarantor shall immediately on demand pay that amount as if it
          was the principal obligor; and

     (c)  indemnifies each Finance Party and the Security Agent on behalf of the
          Beneficiaries immediately on demand against any cost, loss or
          liability suffered by that Finance Party or Beneficiary if any
          obligation guaranteed by it is or becomes unenforceable, invalid or
          illegal. The amount of the cost, loss or liability shall be equal to
          the amount which that Finance Party or Beneficiary would otherwise
          have been entitled to recover.

     Any demand issued to a Guarantor under this Clause 14.1 shall be copied to
     UPC Distribution at the same time as it is issued to the relevant
     Guarantor, provided that failure to do so shall not affect the validity or
     effectiveness of the demand or the obligations of the Guarantor under this
     Clause 14 (Guarantee).
<PAGE>

                                      64

14.2 Continuing guarantee

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

14.3 Reinstatement

     If any payment by an Obligor or UPC or any discharge given by a Beneficiary
     (whether in respect of the obligations of any Obligor or UPC or any
     security for those obligations or otherwise) is avoided or reduced as a
     result of insolvency or any similar event:

     (a)  the liability of each Obligor shall continue as if the payment,
          discharge, avoidance or reduction had not occurred; and

     (b)  each Beneficiary shall be entitled to recover the value or amount of
          that security or payment from each Obligor, as if the payment,
          discharge, avoidance or reduction had not occurred.

14.4 Waiver of defences

     The obligations of each Guarantor under this Clause 14 will not be affected
     by any act, omission, matter or thing which, but for this Clause, would
     reduce, release or prejudice any of its obligations under this Clause 14
     (without limitation and whether or not known to it or any Beneficiary)
     including:

     (a)  any time, waiver or consent granted to, or composition with, any
          Obligor or UPC or other person;

     (b)  the release of any other Obligor or UPC or any other person under the
          terms of any composition or arrangement with any creditor of any
          member of the Borrower Group or UPC;

     (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 Obligor or UPC or other person or 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;

     (d)  any incapacity or lack of power, authority or legal personality of, or
          dissolution or change in, the members or status of an Obligor or UPC
          or any other person;

     (e)  any amendment (however fundamental) or replacement of a Guaranteed
          Document or any other document or security;

     (f)  any unenforceability, illegality or invalidity of any obligation of
          any person under any Guaranteed Document or any other document or
          security; or

     (g)  any insolvency or similar proceedings.

<PAGE>

                                      65

14.5 Immediate recourse

     None of the Beneficiaries shall be obliged to make any claim or demand on
     the Borrowers or UPC or to resort to any security document or other means
     of payment now or hereafter held by or available to them or it before
     enforcing its rights under this Clause 14 and no action taken or omitted by
     any of the Beneficiaries in connection with any such security document or
     other means of payment shall discharge, reduce, prejudice or affect the
     liability of any Guarantor under this Clause 14 nor shall any of the
     Beneficiaries be obliged to apply any money or other property received or
     recovered in consequence of any enforcement or realisation of any such
     Security Document or other means of payment in reduction of the obligations
     and liabilities expressed to be guaranteed by the Guarantors pursuant to
     this Clause 14.

14.6 Appropriations

     Until all amounts which may be or become payable by the Obligors and UPC
     under or in connection with the Guaranteed Documents have been irrevocably
     paid in full, each Beneficiary (or any trustee or agent on its behalf) may:

     (a)  refrain from applying or enforcing any other moneys, security or
          rights held or received by that Beneficiary (or any trustee or agent
          on its behalf) in respect of those amounts, or apply and enforce the
          same in such manner and order as it sees fit (whether against those
          amounts or otherwise) and no Guarantor shall be entitled to the
          benefit of the same; and

     (b)  hold in an interest-bearing suspense account any moneys received from
          any Guarantor or on account of any Guarantor's liability under this
          Clause 14.

14.7 Deferral of Guarantors' rights

     Until all amounts which may be or become payable by the Obligors and UPC
     under or in connection with the Guaranteed Documents have been irrevocably
     paid in full (and notwithstanding payment of a dividend in any liquidation
     or under any compromise or arrangement) each Guarantor agrees that, without
     the prior written consent of the Facility Agent, it will not:

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

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

     (c)  take any step or enforce any right against any Obligor or UPC or any
          other person liable in respect of any obligations and liabilities
          expressed to be guaranteed by the Guarantors pursuant to this Clause
          14; or

     (d)  exercise any right of set-off or counterclaim against any other
          Obligor or UPC or any other person liable or claim or prove or vote as
          a creditor in competition with any of the Beneficiaries in the
          bankruptcy, liquidation, administration or other insolvency proceeding
          of any other Obligor or UPC or any other person liable or have the
          benefit of, or share in, any payment from or composition with, any
          other Obligor or UPC or
<PAGE>

                                      66

           any other person liable or any other security document now or
           hereafter held by any of the Beneficiaries for the obligations and
           liabilities expressed to be guaranteed by the Guarantors pursuant to
           this Clause 14 or for the obligations or liabilities of any other
           person liable, but so that, if so directed by the Facility Agent, it
           will prove for the whole or any part of its claim in the liquidation
           of any other Obligor or UPC, as the case may be, on terms that the
           benefit of such proof and of all money received by it in respect
           thereof shall immediately be transferred to an account to be
           designated by the Security Agent for the Beneficiaries and applied in
           or towards discharge of the obligations and liabilities expressed to
           be guaranteed by the Guarantors pursuant to this Clause 14 in
           accordance with the Security Deed.

14.8  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.

14.9  Limitation

      Notwithstanding any other provision of this Clause 14, the obligations of
      each US Guarantor under this Clause 14, 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, the "Fraudulent Transfer Laws"), in each case
      after giving effect to all other liabilities of such US 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 US Guarantor pursuant to (i) applicable law or (ii) any agreement
      providing for an equitable allocation among such US Guarantors and other
      Affiliates of the Borrower Group of the obligations arising under
      guarantees by such parties.

      For the purposes of this Clause 14.9, "US 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).

15.   REPRESENTATIONS AND WARRANTIES

15.1  Representations and warranties

(a)   Subject to paragraphs (b), each Obligor makes the representations and
      warranties set out in this Clause 15, in respect of itself and (where
      applicable) its Subsidiaries which are members of the Borrower Group,
      other than:

      (i)  Clauses 15.9 (Accounts), 15.10 (Financial condition) and 15.14
           (Information), which shall only be made by UPC Distribution; and

      (ii) Clause 15.24 (US Borrower), which shall only be made by the US
           Borrower, to each Finance Party.

(b)   UPC Distribution Holdco does not make the representations and warranties
      set out in Clauses 15.6(b) or (c) (Consents), 15.7 (Material Contracts),
      15.9 (Accounts), 15.10 (Financial condition), 15.11 (Environmental),
      15.13(a) (Litigation and insolvency provisions), 15.14
<PAGE>

                                      67

      (Information), 15.15 (Tax liabilities), 15.16 (Ownership of assets), 15.17
      (Intellectual Property Rights), 15.19 (Borrower Group structure) and 15.24
      (US Borrower).

15.2  Status

(a)   It is a corporation, duly incorporated and validly existing under the laws
      of its place of incorporation and, in the case of the US Borrower only, it
      is a Delaware general partnership duly formed and wholly existing under
      the laws of its place of formation.

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

15.3  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 14
           (Guarantee), and has taken all necessary actions to authorise the
           execution, delivery and performance of the Finance Documents to which
           it is a party.

15.4  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 paragraph 3 of Part I of Schedule 2 or (as
      applicable) paragraph 12 of Part II of Schedule 2, 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 expressly 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 a Finance Document (in
      each case other than any Security Document which is expressly 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.

15.5  Non-violation

      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;
<PAGE>

                                      68

      (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 Borrower Group
           or any other member of the Borrower Group's assets, where such
           violation would or is reasonably likely to have a Material Adverse
           Effect.

15.6  Consents

(a)   Subject to any relevant reservations or qualifications contained in any
      legal opinion referred to in Clause 15.4(a) (Legal validity) above, all
      material and necessary authorisations, registrations, consents, approvals,
      licences (other than the Licences), and filings required by it in
      connection with the execution, 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)   (i)  The Licences that each member of the Borrower Group has secured are
           those necessary for it to carry on its business.

      (ii) Such Licences are in full force and effect and each member of the
           Borrower 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 Borrower 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.

15.7  Material Contracts

(a)   Each Material Contract to which any member of the Borrower 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.

(b)   No member of the Borrower 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 Borrower 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.
<PAGE>

                                      69

15.8   No default

(a)    No Event of Default has occurred and is continuing or will result from
       the making of any Advance.

(b)    None of it or any other member of the Borrower 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.

15.9   Accounts

       The consolidated financial statements of it and the Borrower Group most
       recently delivered to the Facility Agent (which, at the date of this
       Agreement are the Original Borrower Group Financial Statements):

       (a)  present a true and fair view of (in the case of audited financial
            statements) or fairly present (in the case of unaudited financial
            statements) its financial position and the consolidated financial
            position of the Borrower Group respectively as at the date to which
            they were drawn up; and

       (b)  have been prepared in all material respects in accordance with GAAP
            (except that such consolidated financial statements do not include
            all consolidated Subsidiaries to the extent they are Unrestricted
            Subsidiaries).

15.10  Financial condition

       There has been no material adverse change in the consolidated financial
       position of the Borrower Group (taken as a whole) since the date of the
       Original Borrower Group Financial Statements which would or is reasonably
       likely to have a Material Adverse Effect.

15.11  Environmental

(a)    It and each other member of the Borrower Group (i) have obtained all
       requisite Environmental Licences required for the carrying on of its
       business as currently conducted and (ii) have at all times complied with
       the terms and conditions of such Environmental Licences 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 Borrower Group and
       including any offsite waste management or disposal location utilised by
       it or any member of the Borrower 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.
<PAGE>

                                      70

15.12  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 Borrower
       Group (except for any Security Interest created pursuant to the Security
       Documents).

15.13  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 Borrower 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 Borrower 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 18.7 (Insolvency
       proceedings) are pending or, to its knowledge, threatened against it or
       any member of the Borrower Group which is a Material Subsidiary.

15.14  Information

(a)    To the best of its knowledge after due inquiry, as of the date of any
       Information Memorandum:

       (i)   the factual information relating to the Borrower Group and UPC
             contained in that Information Memorandum is accurate in all
             material respects;

       (ii)  all UPC Distribution's projections and forecasts contained in that
             Information Memorandum were based on and arrived at after due and
             careful consideration and have been prepared by UPC Distribution on
             the basis of assumptions that UPC Distribution believed were
             reasonable as of the date of the projections;

       (iii) there are no material facts or circumstances which have not been
             disclosed to the Lenders in writing prior to the date of that
             Information Memorandum and which would make any material factual
             information referred to in (i) above untrue, inaccurate or
             misleading in any material respect as at the date of that
             Information Memorandum, or any such opinions, projections, or
             assumptions referred to in (ii) above misleading in any material
             respect as at the date of that Information Memorandum.

(b)    To the best of its knowledge after due inquiry, the factual information
       furnished by or on behalf of UPC or any member of the Borrower Group to
       the Consultant and contained or referred to in the Consultant's Report
       was true in all material respects at the respective dates as of which
       that information speaks.

(c)    Notwithstanding paragraphs (a) and (b) above, no representation is made
       in respect of (i) any information, facts, statements, opinions,
       projections, forecasts, demographic statistics or circumstances relating
       to the cable, media, telecommunications and data services industry as a
       whole, (ii) the research reports contained in Book Two of the Information
       Memorandum and (iii) any person other than any member of the Borrower
       Group.
<PAGE>

                                      71

15.15  Tax liabilities

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

15.16  Ownership of assets

       It and each member of the Borrower 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.

15.17  Intellectual Property Rights

(a)    It (and each member of the Borrower 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 Borrower 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. As far as it is aware it does not (nor does any member of the
       Borrower 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.

(b)    None of the Intellectual Property Rights owned by any member of the
       Borrower 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.

(c)    All registered Intellectual Property Rights owned by it (or any member of
       the Borrower 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.

15.18  Works councils

       All of the requirements of Section 25 of The Netherlands Works Council
       Act (Wet op de Ondernemingsraden) in connection with the transactions
       contemplated by the Finance Documents which are applicable to an Obligor
       have been complied with by that Obligor.

15.19  Borrower Group Structure

(a)    Part I of Schedule 10 sets out a description which is true and complete
       in all material respects as at the Signing Date of the corporate
       ownership structure of the Borrower Group and of the ownership of UPC
       Distribution (but does not describe any level of ownership above UPC).
<PAGE>

                                      72

(b)    Part II of Schedule 10 sets out a description which is true and complete
       in all material respects as at the first Utilisation Date (following the
       first Utilisation hereunder) of the corporate ownership structure of the
       Borrower Group (but does not describe any level of ownership above UPC).

15.20  ERISA

       Neither it nor any member of the Borrower 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.

15.21  Investment Company Act

       Neither it nor any member of the Borrower Group is an "investment
       company" or a company "controlled" by an "investment company", within the
       meaning of the United States Investment Company Act of 1940, as amended.

15.22  Public Utility Holding Company Act and Federal Power Act

       Neither it nor any member of the Borrower Group is a "holding company",
       or an "affiliate" of a "holding company" or a "subsidiary company" of a
       "holding company", within the meaning of, or otherwise subject to
       regulation under, the United States Public Utility Holding Company Act of
       1935, as amended. Neither it nor any member of the Borrower Group is a
       "public utility" within the meaning of, or otherwise subject to
       regulation under, the United States Federal Power Act.

15.23  Margin stock

(a)    (In the case of the Borrowers only) the proceeds of the Loans have been
       and will be used only for the purposes described in Clause 3 (Purpose).

(b)    Neither it nor any member of the Borrower 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 Advance 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.

15.24  US Borrower

       The US Borrower has not traded or carried on any business since the date
       it was formed except for investment in or proposed investment in other
       members of the Borrower Group by way of intercompany loan or subscription
       of shares.

15.25  Times for making representations and warranties

(a)    The representations and warranties set out in this Clause 15
       (Representations and Warranties) are made by each Obligor on the Signing
       Date and (except for Clauses 15.6(a), (b)(ii) and (c) (Consents), 15.10
       (Financial condition), 15.12 (Security Interests), 15.13(b) (Litigation
       and insolvency proceedings), 15.14 (Information), 15.15 (Tax
       liabilities), 15.16 (Ownership of assets), 15.18 (Works councils), 15.19
       (Borrower Group Structure), 15.20 (ERISA) and 15.24 (US Borrower)) are
       deemed to be made again by each relevant Obligor on the date of each
<PAGE>

                                      73

       Request, the first day of each Interest Period and on each Utilisation
       Date with reference to the facts and circumstances then existing.

(b)    The representations and warranties set out in this Clause 15
       (Representations and Warranties) (except Clauses 15.9 (Accounts), 15.10
       (Financial condition), 15.14 (Information), 15.19 (Borrower Group
       Structure) and 15.24 (US Borrower)) are repeated by each Additional
       Guarantor with respect to itself on the date of the Guarantor Accession
       Agreement relating to that Additional Guarantor, with reference to the
       facts and circumstances then subsisting.

(c)    The representation and warranty made by UPC Distribution in Clause 15.14
       (Information) will be deemed to be repeated on the date any updated
       Information Memorandum is delivered to the Facility Agent by UPC
       Distribution, but only in respect of that updated Information Memorandum,
       by reference to the facts and circumstances existing on the relevant
       date.

16.    UNDERTAKINGS

16.1   Duration

       The undertakings in this Clause 16 (Undertakings) will remain in force
       from the Signing Date for so long as any amount is or may be outstanding
       under any Finance Document or any Commitment is in force.

16.2   Financial information

       UPC Distribution shall supply to the Facility Agent in sufficient copies
       for all the Lenders:

       (a)  as soon as the same are available (and in any event within 150 days
            of the end of each of its financial years) its audited consolidated
            financial statements for that financial year;

       (b)  as soon as the same are available (and, in any event, (in the case
            of its first three financial quarters in any financial year) within
            60 days of the end of each of its financial quarters and (in the
            case of its fourth financial quarter in each financial year) within
            150 days of the end of each such financial quarter), its unaudited
            quarterly consolidated management accounts for that financial
            quarter in the agreed form;

       (c)  by no later than 60 days after the last day of each of its financial
            years, an annual budget for the Distribution Business of the
            Borrower Group in the agreed form for the immediately following
            financial year;

       (d)  together with any financial statements specified in paragraphs (a)
            or (b) above, a certificate signed by a director of UPC
            Distribution:

            (i)   confirming that no Default is outstanding or if a Default is
                  outstanding, specifying the Default and the steps, if any,
                  being taken to remedy it;

            (ii)  setting out in reasonable detail computations establishing, as
                  at the date of such financial statements, whether each of the
                  financial ratios set out in Clause 17 (Financial Covenants)
                  and, where applicable, the ratio set out in Clause 4.3(b) (Pro
                  forma covenant compliance) were complied with;

            (iii) (in the case of financial statements specified in paragraph
                  (a) above, starting with the annual financial statements for
                  31st December, 2004) setting out in
<PAGE>

                                      74

                  reasonable detail computations establishing the Excess Cash
                  Flow (if any) for the financial year to which such financial
                  statements were delivered for the purposes of Clause 7.5
                  (Mandatory prepayment from Excess Cash Flow);

            (iv)  certifying current compliance with the Borrowers' obligations
                  under Clause 7.6(b)(i) (Mandatory prepayment from disposal
                  proceeds); and

            (v)   certifying compliance with Clause 16.11(a) and (b)
                  (Acquisitions and mergers) and setting out in reasonable
                  detail the amount of the Acquisition Cost of all Acquisitions
                  made by the Borrower Group since the Signing Date (excluding,
                  at UPC Distribution's option, the value of any consideration
                  referred to in paragraph (a) of the definition of "Acquisition
                  Cost" in respect of such Acquisition which has yet to be paid
                  or delivered) and whether any such Acquisition Cost has been
                  directly or indirectly funded by the proceeds of equity or
                  Subordinated Shareholder Loans as described in paragraph (c)
                  of the definition of "Permitted Acquisition" and paragraph (b)
                  of the definition of "Permitted Joint Venture" respectively.

      (e)   as soon as the same is available (and in any event within 90 days
            after each of its financial quarters) the consolidated financial
            statements of UPC for that financial quarter on Form 10Q as filed
            with the United States Securities and Exchange Commission (the
            "Commission") or such other comparable form as UPC is required to
            file with the Commission under the United States Securities Exchange
            Act of 1934 (the "1934 Act") or, if UPC is no longer subject to the
            reporting requirements of the 1934 Act, in the form required to be
            filed with the regulatory body comparable to the Commission then
            having jurisdiction over UPC;

      (f)   as soon as the same is available (and in any event within 180 days
            after each of its financial years) the audited consolidated
            financial statements of UPC for that financial year on Form 10K as
            filed with the Commission or such other comparable form as UPC is
            required to file with the Commission under the 1934 Act or, if UPC
            is no longer subject to the reporting requirements of the 1934 Act,
            in the form required to be filed with the regulatory body comparable
            to the Commission then having jurisdiction over UPC; and

      (g)   together with the financial statements and accounts referred to in
            paragraphs (a) and (b), a reconciliation demonstrating the effect of
            excluding from such financial statements or accounts the results of
            any business or activity other than the Distribution Business of the
            Borrower Group, provided that non-Distribution Business Assets need
            not be so excluded (and the reconciliation need not apply to such
            assets) unless they are subject to any Security Interest referred to
            in paragraph (i) of the definition of "Permitted Security Interest"
            or any other form of recourse as contemplated by Clause
            16.12(b)(xii)(Restrictions on Financial Indebtedness).

16.3  Information - Miscellaneous

      UPC Distribution shall supply promptly or procure that there shall be
      supplied promptly to the Facility Agent:

      (a)   all notices, reports or other documents despatched by or on behalf
            of any Obligor to its creditors generally in relation to it or any
            of its Subsidiaries;
<PAGE>

                                      75

      (b)   a copy of any material report or other notice, statement or
            circular, sent or delivered by any member of the Borrower 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 Borrower Group, which materially adversely
            affects the interest of the Finance Parties under such Security
            Document; and

      (c)   such other material information regarding the Borrower Group and
            which is in the possession or control of any member of the Borrower
            Group as the Facility Agent may from time to time reasonably
            request.

16.4  Notification of Default and inspection rights

(a)   Each Obligor shall notify the Facility Agent of any Default (and the
      steps, if any, being taken to remedy it) promptly upon becoming aware of
      it (unless that Obligor is aware that such a notification has already been
      provided by another Obligor).

(b)   Each Obligor (other than UPC Distribution Holdco) 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 UPC Distribution to:

      (i)   visit and inspect the properties of any member of the Borrower Group
            during normal business hours,

      (ii)  inspect its books and records other than records which the relevant
            member of the Borrower Group is prohibited by law, regulation or
            contract from disclosing to the Facility Agent; and

      (iii) discuss with its principal officers and Auditors its business,
            assets, liabilities, financial position, results of operations and
            business prospects provided that (A) any such discussion with the
            Auditors shall only be on the basis of the audited financial
            statements of the Borrower Group and any compliance certificates
            issued by the Auditors and (B) representatives of UPC Distribution
            shall be entitled to be present at any such discussion with the
            Auditors.

16.5  Authorisations

      Each Obligor (other than UPC Distribution Holdco, in the case of
      paragraphs (b) and (c) below) will, and will procure that each of its
      Subsidiaries which is a member of the Borrower Group will:

      (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,
<PAGE>

                                      76

            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 the
            Licences and ensure that (i) none of the Necessary Authorisations or
            Licences 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 or Licence is
            modified and no member of the Borrower Group commits any breach of
            the terms or conditions of any Necessary Authorisation or Licence
            which, in each case, would or is reasonably likely to have a
            Material Adverse Effect.

16.6  Pari passu ranking

      Each Obligor will procure that its payment obligations under the Finance
      Documents do and will 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 applicable law applying to
      companies generally).

16.7  Negative pledge

(a)   Each Obligor (other than UPC Distribution Holdco) will not permit any
      Security Interest (other than the Permitted Security Interests) by any
      member of the Borrower 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 Borrower Group or any other person.

(b)   UPC Distribution Holdco will not create or permit to subsist any Security
      Interest over its assets which are subject to the Security Documents to
      which it is a party (other than any Permitted Security Interest referred
      to in paragraphs (a), (d), (e) or (g) of the definition of "Permitted
      Security Interest").

16.8  Permitted Business

(a)   Each Obligor will ensure that it and its Subsidiaries which are members of
      the Borrower Group (other than any Relevant Eastern European Subsidiary)
      engage:

      (i)  in no material activity outside the Permitted Business; and/or

      (ii) in the business of acting as the holder of shares and/or interests in
           other members of the Borrower 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).

(b)   The Borrowers will ensure that the US Borrower will engage primarily in
      the business of a finance company for and in respect of the Borrower Group
      in connection with the Facilities and the transactions contemplated by
      this Agreement, to the extent not otherwise prohibited by the Indentures.
<PAGE>

                                      77

16.9   Compliance with laws

       Each Obligor will, and will procure that each of its Subsidiaries which
       is a member of the Borrower 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 comply with which would not have or be reasonably
       likely to have a Material Adverse Effect.

16.10  Disposals

(a)    Each Obligor (other than UPC Distribution Holdco) will not and will
       procure that no other member of the Borrower Group (other than a Relevant
       Eastern European Subsidiary) will, sell, transfer, lend (subject to
       Clause 16.14 (Loans and guarantees)) or otherwise dispose of or cease to
       exercise direct control over (each a "disposal") any part of its present
       or future undertaking, assets, rights or revenues whether by one or a
       series of transactions related or not (other than Permitted Disposals).

(b)    As used herein, Clause 16.10 a "Permitted Disposal" means:

       (i)     disposals (including, for the avoidance of doubt, the outsourcing
               of activities that support or are incidental to the Permitted
               Business) on arm's-length commercial terms in the ordinary course
               of business;

       (ii)    any disposals within the Restructuring;

       (iii)   the 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;

       (iv)    disposals 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;

       (v)     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;

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

               (A)  by an Obligor to another Obligor; or

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

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

       (vii)   disposals of any interest in an Unrestricted Subsidiary;

       (viii)  disposals made in connection with Approved Stock Options;
<PAGE>

                                      78

       (ix)    (A)  disposals of assets (in addition to those described in
                    paragraphs (i) to (viii) above), comprising or contributing
                    in aggregate a percentage value (as determined in accordance
                    with Clause 7.6(c) (Mandatory prepayment from disposal
                    proceeds)) of 10 per cent. or less (adjusted in accordance
                    with Clause 7.6(b)) of the total assets, revenues or EBITDA
                    of the Borrower Group provided that no Default has occurred
                    and is continuing or would occur as a result of such
                    disposal; and

               (B)  disposals of assets comprising or contributing in aggregate
                    a percentage value (as determined in accordance with Clause
                    7.6(c) (Mandatory prepayment from disposal proceeds) of more
                    than 10 per cent. of the total assets, revenues or EBITDA of
                    the Borrower Group (taken as a whole), provided that:

                    (1)  prior to the relevant disposal, UPC Distribution has
                         delivered to the Facility Agent financial projections
                         based on assumptions which are no more aggressive than
                         those used in the preparation of the Information
                         Memorandum which demonstrate that the Borrower Group
                         will be in compliance with the undertakings set out in
                         Clause 17 (Financial Covenants) for the period
                         commencing on completion of the relevant disposal and
                         ending on the last Final Repayment Date;

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

                    (3)  the provisions of Clause 7.6 (Mandatory prepayment from
                         disposal proceeds) have been complied with;

       (x)     disposals of undertakings, assets, rights or revenues comprising
               interests in the share capital of persons not holding or engaged
               in the Distribution Business of the Borrower Group or other
               undertakings, assets, rights or revenues not constituting part of
               the Distribution Business of the Borrower Group ("non-
               Distribution Business Assets");

       (xi)    payment, transfer or other disposal of consideration for any
               Acquisition, merger or consolidation permitted by Clause 16.11
               (Acquisitions and mergers);

       (xii)   disposals of cash or cash equivalents constituting any
               distribution, dividend, transfer, loan or other transaction
               permitted by Clause 16.13 (Restricted Payments); and

       (xiii)  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 Borrower Group.

               For the avoidance of doubt and without limiting the generality of
               paragraph (x) above, non-Distribution Business Assets shall
               include:

               (A)  undertakings, assets, rights and revenues comprising
                    interests in the share capital of any person engaged solely
                    in the competitive local exchange carrier (CLEC) business,
                    including without limitation, the business of providing
                    traditional voice and data services and services based on
                    Transmission Control Protocol/Internet Protocol (TCP/IP)
                    technology and other

<PAGE>

                                      79

                    undertakings, assets, rights or revenues constituting a part
                    of such businesses; and

               (B)  undertakings, assets, rights and revenues comprising
                    interests in the share capital of any person engaged solely
                    in the business of television and radio programming,
                    including without limitation, the business or creating and
                    distributing special interest television channels, radio
                    programmes, pay per view programmes and near video on demand
                    services and other undertakings, assets, rights or revenues
                    constituting a part of such businesses.

(c)    Except as otherwise expressly permitted in this Agreement or the relevant
       Security Document, UPC Distribution Holdco will not sell, transfer, lease
       or otherwise dispose of all or any part of its assets which are subject
       to a Security Document to which it is a party.

16.11  Acquisitions and mergers

(a)    No Obligor (other than UPC Distribution Holdco) will, and each Obligor
       (other than UPC Distribution Holdco) will procure that none of its
       Subsidiaries which is a member of the Borrower Group will, make any
       Acquisition, other than:

       (i)   any Acquisition approved in writing by the Majority Lenders;

       (ii)  any Permitted Acquisition;

       (iii) any Permitted Joint Venture; or

       (iv)  any Acquisition from any person which is a member of the Borrower
             Group or subscription of an interest in the share capital (or
             equivalent) in any person which is a member of the Borrower Group.

(b)    No Obligor (other than UPC Distribution Holdco) will, and each Obligor
       (other than UPC Distribution Holdco) will procure that none of its
       Subsidiaries which is a member of the Borrower Group will, pay or deliver
       any consideration referred to in paragraph (a) of the definition of
       "Acquisition Cost" in connection with a Permitted Acquisition or
       Permitted Joint Venture made by it if and to the extent that the
       aggregate of:

       (i)   such deferred consideration; and

       (ii)  the Acquisition Cost of all other Acquisitions made by the Borrower
             Group since the Signing Date,

       would cause the relevant Acquisition to cease to be a Permitted
       Acquisition or, as the case may be, a Permitted Joint Venture.

(c)    Unless a Relevant Event has occurred or would result from the relevant
       Acquisition, paragraphs (a) and (b) shall not restrict Acquisitions by a
       member of the Borrower Group from any Shareholder, to the extent that
       such provisions otherwise would cause UPC or UGC to be in default of any
       provisions contained in any Indenture, provided that, in the case of any
       such Acquisition, prior to completing such Acquisition, UPC Distribution
       delivers to the Facility Agent financial projections based on assumptions
       which are no more aggressive (when taken as a whole) than those used in
       the preparation of the Information Memorandum which demonstrate that the
       Borrowers will be in compliance with Clause 6 (Repayment) and the
       undertakings set out in Clause 17.2 (Financial Covenants) for the period
       from completion
<PAGE>

                                      80

       of the Acquisition (taking into account the Acquisition Cost of such
       Acquisition (but deducting from that Acquisition the value of any
       consideration referred to in paragraph (a) of the definition of
       "Acquisition Cost") and UPC Distribution's financial projections relating
       to the acquired business or asset(s)) to the last Final Repayment Date.

(d)    Each Obligor (other than UPC Distribution Holdco) will not merge or
       consolidate with any other company or person and will procure that no
       member of the Borrower Group will merge or consolidate with any other
       company or person (other than, in each case, in connection with the
       Romania Restructuring) save for:

       (i)   Acquisitions permitted by paragraphs (a) and (b) above and
             disposals permitted by Clause 16.10 (Disposals); or

       (ii)  with the prior written consent of the Facility Agent (acting on the
             instructions of the Majority Lenders); or

       (iii) mergers between any member of the Borrower Group with (1) any or
             all of the other members of the Borrower Group or (2) an
             Unrestricted Subsidiary ("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 paragraphs (C) to (G) below are
                  provided to the Facility Agent at least 10 days before the
                  merger is to be entered into;

             (B)  if the proposed merger is between a member of the Borrower
                  Group and an Unrestricted Subsidiary, UPC Distribution has
                  delivered to the Facility Agent financial projections based on
                  assumptions which are no more aggressive than those used in
                  the preparation of the Information Memorandum which
                  demonstrate that the Borrower Group will be in compliance with
                  the undertakings set out in Clause 17.2 (Financial ratios) for
                  the period commencing on the date of merger and ending on the
                  last Final Repayment Date under this Agreement;

             (C)  such Merged Entity will be a member of the Borrower 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;

             (D)  (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;

             (E)  such Merged Entity has entered into Security Documents (if
                  applicable) which provide security over the same assets of at
                  least an equivalent nature and ranking to the security
                  provided by the relevant Original Entities pursuant to any
                  Security Documents entered into by them;

             (F)  any possibility of the Security Documents referred to in
                  paragraphs (D) or (E) above being challenged or set aside is
                  not materially greater than any such
<PAGE>

                                      81

               possibility in relation to the Security Documents entered into
               by, or in respect of the share capital of, any relevant Original
               Entity; and

          (G)  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 Licences 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 under Telecommunications and Cable Laws
               and/or all such rights and obligations have been transferred to
               the Merged Entity and/or the relevant Material Contracts,
               Necessary Authorisations and Licences 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 under Telecommunications and Cable Laws
               have been reissued to the Merged Entity.

16.12  Restrictions on Financial Indebtedness

(a)    Each Obligor (other than UPC Distribution Holdco) will not, and will
       procure that no other member of the Borrower Group (other than a Relevant
       Eastern European Subsidiary) will, create, incur or otherwise permit to
       be outstanding any Financial Indebtedness (other than Permitted Financial
       Indebtedness).

(b)    As used herein, "Permitted Financial Indebtedness" means, without
       duplication:

       (i)    any Financial Indebtedness arising hereunder or under the Security
              Documents;

       (ii)   (until the first Utilisation Date) any Financial Indebtedness
              described in Schedule 9 (Relevant Financial Indebtedness);

       (iii)  any Financial Indebtedness or guarantees permitted pursuant to
              Clause 16.14 (Loans and guarantees);

       (iv)   any Financial Indebtedness incurred through a Subordinated
              Shareholder Loan made to any member of the Borrower Group;

       (v)    any Financial Indebtedness of any member of the Borrower 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 Borrower Group or its obligations under
              contracts entered into in the ordinary course of its business
              (other than for the purpose of raising finance);

       (vi)   any Financial Indebtedness approved in writing by the Facility
              Agent (acting on the instructions of the Majority Lenders);

       (vii)  any Financial Indebtedness incurred in connection with the Senior
              Hedging Agreements and any other hedging arrangements permitted by
              Clause 16.17(b)(ii) (Hedging);

       (viii) any deposits or prepayments constituting Financial Indebtedness
              received by any member of the Borrower Group from a customer or
              subscriber for its services;
<PAGE>

                                      82

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

       (x)    any Financial Indebtedness being Permitted Payments in respect of
              which payment has been deferred;

       (xi)   any Financial Indebtedness of a company which is acquired by a
              member of the Borrower Group after the date hereof as an
              acquisition permitted by Clause 16.11 (Acquisitions and mergers)
              where such Financial Indebtedness existed at the date of
              completion of such Permitted Acquisition provided that (A) such
              Financial Indebtedness was not incurred in contemplation of the
              acquisition, (B) the amount of such Financial Indebtedness is not
              increased beyond the amount in existence at the date of completion
              of the acquisition and (C) such Financial Indebtedness is
              discharged within six months of the date of completion of the
              acquisition;

       (xii)  any Financial Indebtedness of any member of the Borrower Group, in
              respect of which the person or persons to whom such Financial
              Indebtedness is or may be owed has or have no recourse whatever to
              any member of the Borrower Group for any payment or repayment in
              respect thereof other than recourse to such member of the Borrower
              Group for the purpose only of enabling amounts to be claimed in
              respect of such Financial Indebtedness in an enforcement of any
              Security Interest given by any member of the Borrower Group over
              non-Distribution Business Assets, provided that:

              (A)  the extent of such recourse to such member is limited solely
                   to the amount of any recoveries made on any such enforcement;

              (B)  such person or persons are not entitled, pursuant to the
                   terms of any agreement evidencing any right or claim arising
                   out of or in connection with such Financial Indebtedness, to
                   commence proceedings for the winding up, dissolution or
                   administration of any member of the Borrower Group (or
                   proceedings having an equivalent effect) or to appoint or
                   procure the appointment of any receiver, trustee or similar
                   person or officer in respect of any member of the Borrower
                   Group or any of its assets (save only for the non-
                   Distribution Business Assets the subject of that Security
                   Interest) until after the Commitments have been reduced to
                   zero and all amounts outstanding under the Finance Documents
                   have been repaid or paid in full; and

              (C)  the aggregate outstanding amount of all such Financial
                   Indebtedness of all members of the Borrower Group does not
                   exceed (Euro)100,000,000 (or its equivalent in other
                   currencies),

       (xiii) any Financial Indebtedness of any member of the Borrower Group
              (other than any Obligor) constituting Financial Indebtedness to
              all the holders (or their Associated Companies) of the share
              capital of any such member of the Borrower 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 Borrower Group or any disproportionately small
              interest received by any person other than a member of the
              Borrower 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
<PAGE>

                                      83

              Financial Indebtedness shall only be made to each such holder (A)
              in proportion to their respective interests in such share capital
              (ignoring any disproportionately large interest held by any member
              of the Borrower Group or any disproportionately small interest
              received by any person other than a member of the Borrower Group,
              in each case relative to its interests in such share capital, for
              this purpose) and (B) only on and in connection with the
              liquidation or winding up (or equivalent) of such member of the
              Borrower Group; and

       (xiv)  any other Financial Indebtedness in addition to the Financial
              Indebtedness falling within paragraphs (i) to (xiii) above not
              exceeding at any time more than (Euro)150,000,000 in aggregate
              (or its equivalent).

(c)    No Obligor will, and each Obligor will procure that none of its
       Subsidiaries which is a member of the Borrower Group will, incur or have
       outstanding any Financial Indebtedness due to or for the benefit of UPC
       or any Subsidiary of UPC (not being a member of the Borrower Group),
       other than Subordinated Shareholder Loans and any Permitted Financial
       Indebtedness referred to in Clause 16.12(b)(vi), (viii), (ix), (x) or
       (xii).

16.13  Restricted Payments

(a)    Except for any payment or transfer of consideration for the transfer of
       shares or receivables to a member of the Borrower Group pursuant to the
       Restructuring, each Obligor (other than UPC Distribution Holdco) will
       not, and will procure that no member of the Borrower 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 Borrower Group.

(b)    As used herein, a "Restricted Payment" means, in each case whether in
       cash, securities, property or otherwise:

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

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

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

       in the case of each of (i), (ii) and (iii), to a Restricted Person.

(c)    As used herein, a "Permitted Payment" means any distribution, dividend,
       transfer of assets, loan or other payment:

       (i)    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 interests of the Borrower Group (including, but not limited
              to, such transactions under Clause 16.21 (chello and Priority));

       (ii)   by way of payment of Management Fees (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 (Euro)15,000,000 in any
              financial year provided that, at the time of payment, no Default
              is subsisting or would occur as a result of such payment;

       (iii)  (A)  to finance the payment by UPC of interest on the High Yield
              Notes; or
<PAGE>

                                      84

              (B)  by way of payment of interest on Subordinated Shareholder
              Loans,

              provided that (1) the then applicable ratio for the purposes of
              Clause 17.2(e) (Financial ratios) is 4.5:1 (or less); and (2) no
              Default has occurred and is continuing or would occur as a result
              of such payment;

       (iv)   by way of distributions, dividends or other payments paid by UPC
              Distribution in respect of its share capital or by way of
              repayment or payment by UPC Distribution or the relevant member of
              the Borrower Group (as the case may be) in respect of a
              Subordinated Shareholder Loan (each a "Relevant Payment") but only
              to the extent that UPC Distribution or the relevant member of the
              Borrower Group (as the case may be) has either (i) received a
              corresponding distribution, dividend or other payment from an
              Unrestricted Subsidiary or any other person in which UPC
              Distribution has any interest that is not a member of the Borrower
              Group of at least an equal amount to such Relevant Payment or (ii)
              the Relevant Payment is made from the proceeds of sale or a
              disposal by UPC Distribution or the relevant member of the
              Borrower Group (as the case may be) permitted by Clause
              16.10(b)(vii) (Disposals);

       (v)    by way of payment to any person or for any purpose to the extent
              that any such payment would be permitted to be made to UPC or the
              relevant Subordinated Creditor pursuant to paragraph (iii) above
              and provided that any such payment shall automatically reduce the
              liability to UPC or the relevant Subordinated Creditor under the
              relevant obligation referred to in paragraph (iii) above to the
              extent of the amount paid;

       (vi)   by way of the repayment of any Subordinated Shareholder Loan made,
              or the redemption of equity share capital in a member of the
              Borrower Group subscribed for, to finance a Permitted Acquisition
              or a Permitted Joint Venture, provided that (A) the repayment of
              such Subordinated Shareholder Loan or the redemption of such
              equity share capital would not cause the limits referred to in the
              definition of "Permitted Acquisition" or "Permitted Joint Venture"
              to be exceeded and (B) no Default has occurred and is continuing
              or would occur as a result of such payment;

       (vii)  by way of payment to any Restricted Person of consideration for an
              acquisition, merger or consolidation permitted by Clause 16.11
              (Acquisitions and mergers); and

       (viii) by way of transfer to any Restricted Person of any non-
              Distribution Business Assets (as defined in Clause 16.10(b)(x)
              (Disposals)) permitted in accordance with Clause 16.10(b)(x)
              (Disposals),

       and provided further that, in the case of (iii), (v) and (vi), prior to
       making the relevant payment the Borrower Group is in compliance with the
       financial covenants set out in Clause 17.2 (Financial ratios) and would
       be in compliance with such covenants if Total Cash Interest had been
       increased by the amount of the proposed Permitted Payment and all other
       Permitted Payments made since the date to which the most recent financial
       statements delivered under Clause 16.2(a) or (b) (Financial information)
       were prepared.

(d)    The restriction contained in paragraph (a) on the payment by any member
       of the Borrower Group of Management Fees shall cease to apply during such
       period as the applicable ratio for the purposes of Clause 17.2(e)
       (Financial ratios) is 3.50:1 (or less), provided that no Management Fees
       may be paid by any member of the Borrower Group at any time after a
       Relevant Event has occurred or if a Relevant Event would result from such
       payment.
<PAGE>

                                      85

16.14  Loans and guarantees

       Each Obligor (other than UPC Distribution Holdco) will not, and will
       procure that no member of the Borrower 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:

       (a)  loans from a member of the Borrower Group to another member of the
            Borrower Group, provided that no Obligor shall make a loan to any
            other member of the Borrower Group unless:

            (i)  such Obligor has first entered into an Obligor Pledge of
                 Shareholder Loans 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 the power and authority of such Obligor to enter into such
                 Obligor Pledge of Shareholder Loans and that such Obligor
                 Pledge of Shareholder Loans 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 Borrower Group to whom the
                 shareholder loan is to be made has given a notification of
                 pledge to the Security Agent in respect of such shareholder
                 loans;

       (b)  as permitted by Clause 16.12 (Restrictions on 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 Borrower Group in respect of the
                  liabilities of an Obligor; or

            (iii) by a member of the Borrower Group (which is not an Obligor) in
                  respect of the liabilities of another member of the Borrower
                  Group (which is not an Obligor); or

            (iv)  by an Obligor in respect of the liabilities of any other
                  member of the Borrower Group to the extent that such
                  liabilities could have been incurred by such Obligor directly
                  without breaching this Agreement; or

       (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 to any former, present or future officers, consultants,
            directors and/or employees of any member of the Borrower Group or
            its Associated Companies for any purpose, including for the purpose
            of meeting tax liabilities in connection with Approved Stock Options
            in a maximum aggregate amount during the Finance Period of
            (Euro)50,000,000;
<PAGE>

                                      86

       (g)  loans, the granting of credit, guarantees and other transactions
            having the effect of lending money (each a "Lending Transaction")
            from a member of the Borrower Group, in connection with an
            acquisition by that member which is permitted by Clause 16.11
            (Acquisitions and mergers), to the relevant person being acquired or
            one or more of its Subsidiaries, provided that:

            (i)   no Lending Transaction may have a term longer than twelve
                  months (including any extensions or refinancings of the
                  original Lending Transaction); and

            (ii)  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 Borrower 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 (Euro)100,000,000 at any time;

       (h)  Lending Transactions from a member of the Borrower 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:

            (i)   are taken into account in any calculation of Acquisition Cost
                  pursuant to paragraph (c)(i)(A) of the definition of
                  "Permitted Acquisition" or paragraph (b)(i)(A) of the
                  definition of "Permitted Joint Venture"; or

            (ii)  are subscribed or provided pursuant to Clause 17.4 (Cure
                  provisions)); and

       (i)  Loans to UPC Facility B.V. for the purpose of enabling the
            refinancing of the Financial Indebtedness described in paragraph 7
            in Schedule 9.

16.15  Environmental matters

       Each Obligor (other than UPC Distribution Holdco) will and will procure
       that each of its Subsidiaries which is a member of the Borrower Group
       will:

       (a)  (i) obtain all requisite Environmental Licences, (ii) comply with
            the terms and conditions of all Environmental Licences 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)  promptly upon receipt of the same, notify the Facility Agent and the
            Security 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 have a Material
            Adverse Effect.

16.16  Insurance

       Each Obligor (other than UPC Distribution Holdco) will, and will procure
       that each of its Material Subsidiaries which is a member of the Borrower
       Group will maintain insurance cover of a type and level which a prudent
       company in the same business would effect.
<PAGE>

                                      87

16.17  Hedging

(a)    UPC Distribution or the US Borrower (as the case may be) shall:

       (i)  within six months of the Signing Date, subject to paragraph (c),
            enter into currency Senior Hedging Agreement(s) in a notional amount
            of not less than 50 per cent. of the US Dollar denominated Facility
            C Advances and for a period ending no earlier than two years
            following the Signing Date; and

       (ii) promptly following the Trigger Date (as defined in paragraph (b)
            below), enter into interest rate Senior Hedging Agreements in
            respect of at least 50 per cent, of the then forecast amount of the
            aggregate euro outstanding Facility B and Facility C Advances for a
            term of not less than two years,

       in each case in accordance with the Security Deed and with Senior Hedging
       Banks, provided that neither UPC Distribution nor the US Borrower shall
       be required to enter into the Senior Hedging Agreements referred to in
       (a)(i) or (ii) above if (or to the extent that):

       (A)  within the six month period referred to in paragraph (a)(i) above
            (in the case of the Senior Hedging Agreements referred to therein)
            or such longer period contemplated under (c) below; or

       (B)  following the Trigger Date (in the case of the Senior Hedging
            Agreements referred to in paragraph (a)(ii) above),

            (1)  UPC Distribution has requested quotes from not less than the
                 greater of:

                 (x)   20 per cent. by number; or

                 (y)   five,

            of the Lenders at the relevant time (or their Affiliates) as to the
            rate at which such Lenders (or Affiliates) would enter into the
            relevant Senior Hedging Agreements and no such quotes have been
            provided or, to the extent that any quotes have been provided, such
            quotes are not reasonably representative of the market rates for
            entry into of hedging agreements substantially similar to the
            relevant Senior Hedging Agreements with counterparties who have a
            similar credit rating or credit profile to UPC Distribution; and

            (2)  as a result of the absence of such quotes reasonably
                 representative of the market rates as described in (1) above,
                 UPC Distribution has been unable to enter into the relevant
                 Senior Hedging Agreements (in whole or in part) with one or
                 more Lenders or their Affiliates at commercially reasonable
                 rates.

(b)    For the purposes of paragraph (a), "Trigger Date" means the date (being a
       date falling after the first date after the Signing Date on which three
       month EURIBOR exceeds 5.75 per cent. per annum) which is the earlier of:

       (i)   the date on which UPC Distribution and/or the US Borrower agrees in
             writing to enter into the Senior Hedging Agreements referred to in
             paragraph (a)(ii) above; or
<PAGE>

                                      88

       (ii)  the date on which the Facility Agent (acting on the instructions of
             the Majority Lenders) notifies UPC Distribution and/or the US
             Borrower that it is required to enter into such Senior Hedging
             Agreements.

(c)    (i)   UPC Distribution may, on or about the date falling six months after
             the Signing Date (in the case of the currency Senior Hedging
             Agreements referred to in paragraph (a)(i) above), submit to the
             Facility Agent a written request for a waiver by the Facility Agent
             (acting on the instructions of the Majority Banks) of the
             requirement that UPC Distribution and/or the US Borrower enter into
             the relevant Senior Hedging Agreements referred to in paragraph
             (a)(i) above in accordance with the terms of paragraph (a).

       (ii)  Neither UPC Distribution nor the US Borrower shall be required to
             enter into such Senior Hedging Agreements unless and until UPC
             Distribution receives a written notice from the Facility Agent
             advising that the UPC Distribution's request for a waiver has not
             been granted by the Majority Banks, in which case UPC Distribution
             or the US Borrower (as the case may be) shall enter into the
             relevant Senior Hedging Agreements in accordance with the terms of
             paragraph (a) promptly following receipt of the Facility Agent's
             written notice.

(d)    Each Obligor (other than UPC Distribution Holdco) will not, and will
       procure that no member of the Borrower Group will, enter into any
       interest rate or currency swaps or other hedging arrangements other than:

       (i)    the transactions referred to in (a) above;

       (ii)   non-speculative arrangements directly relating to the risk
              management of any Financial Indebtedness permitted to subsist by
              the terms of this Agreement and entered into in the ordinary
              course of business for the genuine hedging of the relevant
              underlying transaction; and

       (iii)  to the extent they constitute interest rate or currency swaps or
              other hedging arrangements, the guarantees granted by each of the
              Guarantors pursuant to Clause 14 (Guarantee) in respect of the
              High Yield Hedging Agreements.

16.18  Intellectual Property Rights

       Except as otherwise permitted by this Agreement, each Obligor (other than
       UPC Distribution Holdco) will, and will procure that each of its
       Subsidiaries which is a member of the Borrower Group 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 Borrower Group and which are material to the conduct of
       the business of the Borrower 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;
<PAGE>

                                      89

         (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 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 Borrower Group as a
             whole from time to time.

16.19    Share Capital

         Each Obligor (other than UPC Distribution Holdco) will not, and will
         procure that no member of the Borrower Group (other than in respect of
         such other members of the Borrower Group in order to permit a solvent
         reorganisation permitted under Clause 16.11(d)(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 Borrower Group other than the Obligors, is otherwise permitted by
         Clause 16.13 (Restricted Payment) or is in connection with the Romania
         Restructuring.

16.20    Inter-connection and chello

         Each Obligor (other than UPC Distribution Holdco) will ensure that each
         member of the Borrower Group which is not a Relevant Eastern European
         Subsidiary:

         (a)  which offers residential telephony services in any country,
              maintains inter-connection arrangements with one or more major
              fixed line telephony operators in that country; and

         (b)  which offers internet and/or data services is provided with such
              services by chello broadband N.V. or by another provider on arm's
              length commercial terms.

16.21    chello and Priority

         For as long as chello broadband N.V. or, as the case may be, Priority
         Telecom N.V. is a Restricted Person, each Obligor (other than UPC
         Distribution Holdco) will not and will not permit any contractual
         arrangements between chello broadband N.V. and Priority Telecom N.V.
         respectively and the Borrower Group to be entered into other than on
         bona fide arm's-length commercial terms or on terms that are fair and
         reasonable and in the best interests of the Borrower Group.

16.22    Restructuring

(a)      UPC Distribution will procure that the Romania Restructuring is
         completed as soon as is reasonably practicable and that the Facility
         Agent is notified promptly of the completion of the Romania
         Restructuring.
<PAGE>

                                      90

(b)    Prior to the completion of the Restructuring, references in this
       Agreement to the consolidated financial statements or accounts of UPC
       Distribution shall mean a combination of the consolidated financial
       statements or accounts of UPC Distribution and each of the other
       Obligors, together with the consolidated (if applicable) financial
       statements or accounts of any other person who will be a member of the
       Borrower Group following completion of the Restructuring, as set out in
       Part II of Schedule 10 (Borrower Group Structure).

16.23  UPC Distribution Pledged Account

(a)    Subject to receipt of all necessary legal, regulatory, shareholder and
       partner approvals (all of which each Obligor will, and will ensure that
       each of its Subsidiaries will, use all reasonable efforts to obtain as
       soon as practicable), each Obligor (other than UPC Distribution Holdco)
       shall ensure that it and each of its Subsidiaries which is a member of
       the Borrower Group, promptly following the last day of each financial
       quarter of UPC Distribution ending after 1st January, 2001 (or any
       earlier financial quarter, if practicable), transfers an amount equal to
       its Excess Cash on that date to the UPC Distribution Pledged Account.

(b)    For the purposes of this Clause 16.23:

       (i)  "Excess Cash" means, in relation to any member of the Borrower Group
            at any time, the aggregate cash in hand and at bank (less
            withdrawals and other transfers of cash that have not cleared at
            bank) of that member at that time in excess of 5,000,000 (or its
            equivalent in other currencies); and

       (ii) the "UPC Distribution Pledged Account" means one or more accounts in
            the name of UPC Distribution or any other member of the Borrower
            Group, held with a branch of a bank or financial institution, which
            has been pledged to the Beneficiaries pursuant to a Security
            Document in the agreed form and in respect of which account(s) all
            notices required by that Security Document have been served upon the
            relevant bank or financial institution in the manner required by
            that Security Document and the relevant account bank(s) have waived
            any lien, right of set-off or other Security Interest, other than in
            respect of routine account keeping charges and set offs between UPC
            Distribution Pledged Accounts.

(c)    UPC Distribution may withdraw amounts standing to the credit of the UPC
       Distribution Pledged Account at any time provided that:

       (i)  any such withdrawn amount is to be applied to meet expenditure
            arising in the course of the Business of the Borrower Group as
            carried on in accordance with this Agreement or for any other
            purpose permitted under this Agreement; and

       (ii) no Event of Default has occurred which is continuing.

16.24  Share security

       Each Obligor (other than UPC Distribution Holdco) will not, and will
       procure that no member of the Borrower Group will, issue any shares of
       any class provided that:

       (a)  notwithstanding paragraph (b), an Obligor (other than UPC
            Distribution, UPC Holding II or UPC Distribution Holdco) may issue
            shares to any person other than a member of the Borrower Group and
            shall not be required to procure that such shares are charged or
            pledged in favour of the Beneficiaries, provided that such share
            issue does not result in a Change of Control;
<PAGE>

                                      91

          (b)  any member of the Borrower Group may issue shares to or otherwise
               acquire additional rights from any other member of the Borrower
               Group so long as (if any of the existing shares in the relevant
               member of the Borrower 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) in respect thereof together with such
               other documents and evidence and legal opinions as the Security
               Agent may reasonably require;

          (c)  UPC Distribution and UPC Holding II may issue shares to UPC
               Distribution 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) in respect thereof
               together with such other documents and evidence and legal
               opinions as the Security Agent may reasonably require;

          (d)  any member of the Borrower Group may issue shares pursuant to the
               exercise of Approved Stock Options,

          (e)  a member of the Borrower Group may issue shares as part of an
               Acquisition or merger or consolidation permitted by Clause 16.11
               (Acquisitions and mergers), provided that the issue of such
               shares does not cause a Change of Control;

          (f)  any member of the Borrower Group may issue shares in connection
               with the Romania Restructuring, provided that if any existing
               shares in that member of the Borrower Group are charged or
               pledged in favour of any Beneficiary under any Security Document
               upon issue the shares are charged or pledged in favour of the
               Beneficiaries as provided in paragraph (b) above;

          (g)  a member of the Borrower Group (other than an Obligor) may issue
               shares to all the holders of the share capital of such member pro
               rata to their interests in such share capital provided that, if
               any existing shares in that member of the Borrower Group are
               charged or pledged in favour of any Beneficiary under any
               Security Document, upon issue the shares that are issued to any
               other member of the Borrower Group or any Shareholder are charged
               or pledged in favour of the Beneficiaries as provided in
               paragraph (b) above; and

          (h)  any member of the Borrower Group (other than UPC Distribution or
               UPC Holding II) may issue shares to any person pursuant to any
               agreement or other legally binding arrangement existing, and
               disclosed to the Lead Arrangers in writing, on or before the
               Signing Date, provided that such share issue does not result in a
               Change of Control.

16.25     Shareholder Loans

(a)       Each Obligor will procure that prior to any Restricted Person making
          any Financial Indebtedness (other than Permitted Payments) available
          to any member of the Borrower 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 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
<PAGE>

                                      92

          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 Borrower 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 Obligor Pledge of Shareholder Loans as a creditor and a member
          of the Borrower Group is governed by the law of The Netherlands.

16.26     Further security over receivables

          UPC Distribution shall:

          (a)  on each date on which it is required to deliver the financial
               statements referred to in Clause 16.2(b) (Financial information)
               in respect of its second and fourth financial quarters in each
               financial year, notify the Facility Agent of the details of any
               contracts, agreements or other arrangements entered into by any
               member of the Borrower Group with chello broadband N.V. or
               Priority Telecom N.V. at any time under which receivables owing
               to such member of the Borrower Group aggregating (Euro)10,000,000
               (or its equivalent in other currencies) or more are outstanding
               on such date, together with details of such receivables; and

          (b)  if the Facility Agent (acting on the instructions of the Majority
               Lenders) requires, promptly grant, or procure the grant by the
               relevant member of the Borrower Group of (in each case subject to
               receipt of all necessary legal, regulatory, shareholder and
               partner approvals, other than approvals from chello broadband
               N.V. or Priority Telecom N.V, all of which UPC Distribution will
               and will ensure that each member of the Borrower Group will use
               all reasonable efforts to obtain as soon as possible) (i) a
               pledge in favour of the Beneficiaries over the receivables
               referred to in (a) above in substantially the same form as a
               receivables pledge already granted to the Security Agent by a
               member of the Borrower Group in respect of receivables located
               in, or governed by the laws of, or (as the case may be) owed by
               or to a person incorporated in, the same jurisdiction as the
               relevant receivables or (as the case may be) relevant person by
               or to whom such receivables are owed or in such other form as the
               Security Agent may reasonably request and (ii) a Security
               Provider's Deed of Accession and shall provide the Security Agent
               with such evidence as it may reasonably request as to the power
               and authority of such member of the Borrower Group to enter into
               such pledge of receivables and Security Provider's Deed of
               Accession and that the same constitute valid and legally binding
               obligations of such member enforceable in accordance with their
               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), together with all
               such notices and other documents as the Security Agent may
               reasonably require to perfect the receivables pledge.

16.27     Financial year end

          Each Obligor (other than UPC Distribution Holdco) will, and will
          procure that its Subsidiaries which are members of the Borrower Group
          will, maintain a financial year end of 31st 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).
<PAGE>

                                      93

16.28  Capital expenditure

       Each Obligor (other than UPC Distribution Holdco) will not, and will
       procure that no member of the Borrower Group will, incur any material
       Capital Expenditure other than in relation to the Permitted Business.

16.29  Constitutive documents

       Each Obligor will not, and will procure that no member of the Borrower
       Group will, amend its constitutive documents in any way which would or is
       reasonably likely to materially adversely effect (in terms of value,
       enforceability or otherwise) any charge or pledge over the shares or
       partnership interest of any member of the Borrower Group granted to the
       Beneficiaries pursuant to the Security Documents.

16.30  ERISA

       Each Obligor (other than UPC Distribution Holdco) will, and will procure
       that its Subsidiaries which are members of the Borrower 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.

16.31  US Borrower

(a)    Each Borrower will ensure that the proceeds of any loan made to the US
       Borrower by UPC Distribution or UPC Holding II and the proceeds of any
       drawing made by the US Borrower under Facility C shall be invested by way
       of intercompany loan or equity subscription in one or more other members
       of the Borrower Group within five Business Days of receipt of such
       proceeds or, as the case may be, the relevant Utilisation Date.

(b)    To the extent not otherwise prohibited by the Indentures, each Obligor
       (other than UPC Distribution Holdco) will ensure that, in accordance with
       the terms of any pledge of intercompany loans made by the US Borrower,
       any intercompany loan made by the US Borrower to any Obligor or any
       Subsidiary of an Obligor which is a member of the Borrower 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 the US Borrower and entered into
       in good faith.

17.    FINANCIAL COVENANTS

17.1   Financial definitions

       In this Clause 17:

       "Adjusted Cable TV Subscribers"

       means at any time the aggregate at that time of:

       (a)  the number of Cable TV Subscribers resident in Western Europe; and

       (b)  fifty per cent. (50%) of the number of Cable TV Subscribers resident
            in Europe (other than Western Europe).
<PAGE>

                                      94

     "Annualised EBITDA"

     means, in respect of any Ratio Period, two times EBITDA of the Borrower
     Group for that Ratio Period.

     "Annualised Revenues"

     means, in respect of any Ratio Period, two times the aggregate of the
     revenues of the Borrower Group arising from the Distribution Business of
     the Borrower Group during that Ratio Period.

     "Borrower Group Capitalisation"

     means at any time the aggregate of:

     (a)  Subordinated Shareholder Loans on the date immediately following the
          first Utilisation Date and any further Subordinated Shareholder Loans
          made since the first Utilisation Date for the purpose of funding the
          Acquisition Cost of any Acquisition (other than any further
          Subordinated Shareholder Loans made pursuant to Clause 17.4 (Cure
          provisions)), to the extent the proceeds of such further Subordinated
          Shareholder Loans are at the relevant time held in cash by a member of
          the Borrower Group pending utilisation in the relevant Acquisition;
          and

     (b)  the amount of paid up share capital of UPC Distribution on the date
          immediately following the first Utilisation Date and the proceeds of
          any further equity subscribed in UPC Distribution or any other member
          of the Borrower Group by any person that is not a member of the
          Borrower Group since the first Utilisation Date for the purpose of
          funding the Acquisition Cost of any Acquisition (other than any
          further equity subscribed pursuant to Clause 17.4 (Cure provisions)),
          in each case to the extent the proceeds of such further equity are at
          the relevant time held in cash by a member of the Borrower Group
          pending utilisation in the relevant Acquisition,

     and in each case to the extent that such further Subordinated Shareholder
     Loans or further equity referred to in (a) and (b) above have not been
     prepaid or redeemed in accordance with Clause 16.13 (Restricted Payments),

     less the aggregate of the Acquisition Cost of all Acquisitions made by any
     member of the Borrower Group since the Signing Date which would have been
     prohibited under Clause 16.11(a) or (b) (Acquisitions and mergers) were it
     not for the operation of Clause 16.11(c) (Acquisitions and mergers).

     "Cable TV Subscriber"

     means a current subscriber to the cable television services of the Network
     who:

     (a)  has entered into a standard contract of the relevant member of the
          Borrower Group (a "Subscription Contract"), requiring regular payments
          to be made to such member in respect of that subscriber's subscription
          to the cable television services of the Network;

     (b)  has made first payment to the relevant member of the Borrower Group
          under that Subscription Contract; and
<PAGE>

                                      95

     (c)  is not more than 90 days overdue in any amount owed to the relevant
          member of the Borrower Group under any Subscription Contract to which
          that subscriber is party.

     "Contributed Capital"

     means, at any time, the sum of:

     (a)  the amount in cash paid up on the share capital of the Borrower Group;

     (b)  the amount in cash paid up on any share capital of a Subsidiary of UPC
          Distribution that is not owned by a member of the Borrower Group; and

     (c)  the principal amount of outstanding Subordinated Shareholder Loans.

     "EBITDA"

     means, in respect of any period or person, the Net Income of that person
     (plus, in the case of the Borrower Group, any amount attributable to non-
     cash compensation payable to employees or directors of members of the
     Borrower Group deducted in calculating Net Income, any depreciation,
     amortisation, other non-cash charges (such as deferred Taxes), accrued
     Management Fees (whether or not paid), fees accrued (whether or not paid)
     in respect of Financial Indebtedness and interest expense and other charges
     in respect of Financial Indebtedness) for such period adjusted as follows:

     (a) minus extraordinary income of the relevant person for such period;

     (b) plus any extraordinary expenses of the relevant person for such period;

     (c) minus any interest income of the relevant person for such period; and

     (d) in the case of the Borrower Group, minus any Management Fees paid
         during such period,

     to the extent attributed to the Distribution Business of the Borrower Group
     and all as determined in accordance with GAAP and (in the case of the
     Borrower Group) as shown in the relevant financial statements prepared and
     delivered to the Facility Agent pursuant to Clause 16.2(a) or (b)
     (Financial information) (as the case may be).

     "Interest"

     means:

     (a)  interest and amounts in the nature of interest (including, without
          limitation, the interest element of finance leases) accrued;

     (b)  discount fees and acceptance fees payable or deducted in respect of
          any Financial Indebtedness (including all commissions payable in
          connection with any letter of credit); and

     (c)  any net payment (or, if appropriate in the context, receipt) under any
          interest rate hedging agreement or instrument (including without
          limitation under the Senior Hedging Agreements and (as applicable)
          High Yield Hedging Agreements), taking into account any premiums
          payable.
<PAGE>

                                      96

     "Net Income"

     means, in respect of any period and for any period, the net profit after
     Taxes and (in the case of the Borrower Group only) Management Fees, in the
     case of the Borrower Group to the extent attributed to the Distribution
     Business of the Borrower Group for such period as determined in accordance
     with GAAP and (in the case of the Borrower Group) as shown in the financial
     statements in respect of such period prepared and delivered to the Facility
     Agent pursuant to Clause 16.2(a) or (b) (Financial information).

     "Ratio Period"

     means each period of approximately 6 months covering two quarterly
     Accounting Periods of the Borrower Group ending on each date to which each
     set of financial statements required to be delivered under Clause 16.2 (a)
     or (b) (Financial information) or (in the case of Clause 4.3 (Pro forma
     covenant compliance)), Clause 4.1 (Documentary conditions precedent) are
     prepared.

     "Revenues"

     means, in respect of any Ratio Period, the aggregate of the revenues of the
     Borrower Group arising from the Distribution Business of the Borrower Group
     during that Ratio Period.

     "Senior Debt"

     means at any time, the consolidated Financial Indebtedness of the Borrower
     Group, excluding:

     (a)  any Financial Indebtedness which is a contingent obligation of a
          member of the Borrower Group; and

     (b)  any Subordinated Shareholder Loans and Financial Indebtedness referred
          to in Clause 16.12(b)(viii), (xi), (xii) and (xiii) (Restrictions on
          Financial Indebtedness).

     "Senior Debt Service"

     means, for any Ratio Period, the sum of:

     (a)  all scheduled repayments (including scheduled reductions of revolving
          credits) of Senior Debt which fell due during such Ratio Period; and

     (b)  Total Cash Interest for that Ratio Period.

     "Total Cash Interest"

     means, in respect of any period, the total amount of all Interest paid in
     cash in respect of:

     (a)  Senior Debt and Subordinated Shareholder Loans during such period
          (having taken into account the effect of any Senior Hedging
          Agreements); and

     (b)  the High Yield Notes during such period to the extent that the same
          are funded by Permitted Payments,
<PAGE>

                                      97

     except in each case, to the extent that such payments (other than payments
     in respect of Senior Debt) are funded by distributions made by Unrestricted
     Subsidiaries to UPC Distribution or any other member of the Borrower Group
     and excluding, for the avoidance of doubt, capitalisation of Interest
     accrued in respect of Subordinated Shareholder Loans.

17.2 Financial ratios

     UPC Distribution will procure that:

     (a)  Senior Debt divided by Adjusted Cable TV Subscribers for each Ratio
          Period which ends prior to 31st March, 2003 shall not exceed
          (Euro)725;

     (b)  Senior Debt for each Ratio Period which ends prior to 31st March, 2003
          shall not exceed sixty per cent. of the sum of Contributed Capital and
          Senior Debt for that Ratio Period.

     (c)  Revenues for each Ratio Period which ends on a date specified in
          column 1 below shall not be less than the amount specified opposite
          such date in Column 2 below:



          --------------------------------------------------------------
          Test Dates                                            Revenue
          --------------------------------------------------------------
          30th June, 2000                             (Euro)250,000,000
          --------------------------------------------------------------
          30th September, 2000                        (Euro)265,000,000
          --------------------------------------------------------------
          31st December, 2000                         (Euro)285,000,000
          --------------------------------------------------------------
          31st March, 2001                            (Euro)325,000,000
          --------------------------------------------------------------
          30th June, 2001                             (Euro)365,000,000
          --------------------------------------------------------------
          30th September, 2001                        (Euro)385,000,000
          --------------------------------------------------------------
          31st December, 2001                         (Euro)400,000,000
          --------------------------------------------------------------
          31st March, 2002                            (Euro)470,000,000
          --------------------------------------------------------------
          30th June, 2002                             (Euro)540,000,000
          --------------------------------------------------------------
          30th September, 2002                        (Euro)565,000,000
          --------------------------------------------------------------
          31st December, 2002                         (Euro)590,000,000
          --------------------------------------------------------------

     (d)  the ratio of Senior Debt to Annualised Revenues for each Ratio Period
          which ends on a date or in a period specified below shall not exceed
          the ratio specified in column 2 below opposite such date or period:


          Test Dates                                                 Ratio
          -----------------------------------------------------------------

          31st March, 2000 - 31st December, 2000                     3.50:1
          -----------------------------------------------------------------
          31st March, 2001 - 31st December, 2001                     3.25:1
          -----------------------------------------------------------------
          31st March, 2002                                           3.00:1
          -----------------------------------------------------------------
          30th June, 2002 - 31st December, 2002                      2.75:1
          -----------------------------------------------------------------
<PAGE>

                                      98

(e)  the ratio of Senior Debt to Annualised EBITDA for each Ratio Period which
     ends on a date or in a period specified in column 1 below shall not exceed
     the ratio specified in column 2 below opposite such date or period:

<TABLE>
<CAPTION>
     ------------------------------------------------------
     Test Dates                                   Ratio
     ------------------------------------------------------
     <S>                                   <C>
     31st March, 2003                             7.25:1
     ------------------------------------------------------
     30th June, 2003                              6.75:1
     ------------------------------------------------------
     30th September, 2003                         6.00:1
     ------------------------------------------------------
     31st December, 2003                          5.50:1
     ------------------------------------------------------
     31st March, 2004                             5.00:1
     ------------------------------------------------------
     30th June, 2004                              4.50:1
     ------------------------------------------------------
     30th September, 2004                         4.00:1
     ------------------------------------------------------
     31st December, 2004                          3.50:1
     ------------------------------------------------------
     31st March, 2005                             3.25:1
     ------------------------------------------------------
     30th June, 2005                              2.75:1
     ------------------------------------------------------
     30th September, 2005                         2.50:1
     ------------------------------------------------------
     31st December, 2005                          2.25:1
     ------------------------------------------------------
     Thereafter                                   2.00:1
     ------------------------------------------------------
</TABLE>

(f)  the ratio of EBITDA to Total Cash Interest for each Ratio Period which ends
     on a date or in a period specified in column 1 below shall not be less than
     the ratio specified in column 2 below opposite such date and period:

<TABLE>
<CAPTION>
     -----------------------------------------------------
     Test Dates                                  Ratio
     -----------------------------------------------------
     <S>                                         <C>
     31st March, 2003                            1.75:1
     -----------------------------------------------------
     30th June, 2003                             2.00:1
     -----------------------------------------------------
     30th September, 2003                        2.25:1
     -----------------------------------------------------
     31st December, 2003                         2.50:1
     -----------------------------------------------------
     30th June, 2004                             3.00:1
     -----------------------------------------------------
     31st December, 2004                         3.50:1
     and thereafter
     -----------------------------------------------------
</TABLE>

(g)  the ratio of EBITDA to Senior Debt Service for each Ratio Period which ends
     on a date or in a period specified in column 1 below shall not be less than
     the ratio specified in column 2 below opposite such date or period:

<TABLE>
<CAPTION>
     ------------------------------------------------------
     Test Dates                                   Ratio
     ------------------------------------------------------
     <S>                                          <C>
     31st December, 2003 - 31st December, 2005    1.1:1
     ------------------------------------------------------
     31st March, 2006 and thereafter              1.5:1;    and
     ------------------------------------------------------
</TABLE>

<PAGE>

                                      99

      (h)  Borrower Group Capitalisation will not at any time following the
           first Utilisation Date be less than 3,500,000,000.

17.3  Calculations

      For the purposes of Clause 17.2 (Financial ratios), "Contributed Capital"
      or "Senior Debt" for any Ratio Period will be calculated on the basis of
      Contributed Capital or Senior Debt (as the case may be) outstanding on the
      last day of that Ratio Period.

17.4  Cure provisions

(a)   UPC Distribution may cure a breach of the financial ratios set out in
      Clause 17.2 (a), (b), (d), (e), (f) and (g) (Financial ratios) by
      procuring that additional equity is injected into the Borrower Group by
      one or more Restricted Persons and/or additional Subordinated Shareholder
      Loans are provided to the Borrower Group in an aggregate amount equal to:

      (i)   in the case of a breach of Clause 17.2(a), (b), (d) or (e)
            (Financial ratios), the amount which, if it had been deducted from
            Senior Debt for the Ratio Period in respect of which the breach
            arose, would have avoided the breach; or

      (ii)  in the case of a breach of Clause 17.2 (f) or (g) (Financial
            ratios), the amount which, if it had been added to EBITDA for the
            Ratio Period in respect of which the breach arose, would have
            avoided the breach; or

      (iii) in the case of a breach of more than one paragraph of Clause 17.2
            (Financial ratios), 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 Borrower Group
            before delivery of the financial statements delivered under Clause
            16.2(a) or (b) (Financial information) which show that Clause 17.2
            (Financial ratios) has been breached; and

      (ii)  in the case of a cure of Clause 17.2(a), (b), (d) or (e) (Financial
            ratios), the proceeds of the relevant additional equity or
            Subordinated Shareholder Loans are applied in full in or towards
            repayment or prepayment of Facility A Advances in accordance with
            Clause 7 (Cancellation and Prepayment) 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 17.4:

      (i)   in respect of more than five Ratio Periods during the life of the
            Facilities; or

      (ii)  in respect of consecutive Ratio Periods.

(d)   Where a cure is exercised under this Clause 17.4 in respect of a breach of
      Clause 17.2(f) or (g) and the next Ratio Period ends approximately three
      months after the Ratio Period in respect of which the cure was made,
      EBITDA in respect of that next Ratio Period will be deemed, for the
      purposes of Clause 17.2(f) and (g) (Financial ratios), to be increased by
      the amount determined under paragraph (a)(ii) above in respect of the
      relevant cure. This deemed increase will not be treated as a separate
      cure.
<PAGE>

                                      100

17.5 Determinations

(a)  Any amount outstanding in a currency other than euros is to be taken into
     account at its euro equivalent calculated at the rate used in the latest
     accounts delivered to the Facility Agent.

(b)  All the terms used above are to be calculated in accordance with the GAAP
     on which the preparation of the Original Borrower Group Financial
     Statements was based.

(c)  If there is a dispute as to any interpretation of or computation for Clause
     17.1 (Financial definitions), the interpretation or computation of the
     auditors of UPC Distribution shall prevail.

(d)  If UPC Distribution is obliged or chooses to prepare its financial
     statements on a different basis from the basis used in the preparation of
     the Original Borrower Group Financial Statements, such financial statements
     shall be accompanied by a statement (providing reasonable detail) from UPC
     Distribution either:

     (i)   confirming that the change(s) would have no effect on the operation
           of the ratios set out in Clause 17.2 (Financial ratios); 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 17.2 (Financial ratios), such financial
           statements will be treated as though adjusted by that reconciliation
           so as to exclude the effect of the changes).

18.  DEFAULT

18.1 Events of Default

     Each of the events set out in Clauses 18.2 (Non-payment) to 18.19 (Material
     Adverse Change) (inclusive) is an Event of Default (whether or not caused
     by any reason whatsoever outside the control of any Obligor or any other
     person).

18.2 Non-payment

     An Obligor does not pay on the due date any amount payable by it under the
     Finance Documents at the place at, and in the currency in, which it is
     expressed to be payable, unless the relevant amount is paid in full within
     one Business Day (in the case of principal amounts) or three Business Days
     (in the case of other amounts) of the due date.

18.3 Breach of other obligations

(a)  An Obligor does not comply with any of Clauses 16.6 (Pari passu ranking),
     16.7 (Negative pledge), 16.10 (Disposals), 16.11 (Acquisitions and
     mergers), 16.13 (Restricted Payments),  16.14 (Loans and guarantees), 16.19
     (Share capital) or 17 (Financial Covenants).

(b)  An Obligor does not comply with any provision of the Finance Documents
     (other than those referred to in paragraph (a) above or in Clause 18.2
     (Non-payment)) and such failure (if capable of remedy before the expiry of
     such period) continues unremedied for a period of 28 days from the earlier
     of the date on which (i) such Obligor has become aware of the failure to
<PAGE>

                                      101

     comply or (ii) the Facility Agent gives notice to UPC Distribution
     requiring the same to be remedied.

18.4 Misrepresentation

     A representation or warranty made or repeated by any Obligor in or in
     connection with any Finance Document or in any certificate or statement
     delivered by or on behalf of any Obligor under or in connection with any
     Finance Document is incorrect in any material respect when made or deemed
     to have been made or repeated and, in the event that any representation or
     warranty is capable of remedy, the misrepresentation is not remedied within
     28 days of the earlier of the date on which (i) such Obligor has become
     aware of the misrepresentation or (ii) the Facility Agent gives notice to
     UPC Distribution requiring the same to be remedied.

18.5 Cross default

(a)  Subject to paragraph (d) below, any Financial Indebtedness of a member of
     the Borrower Group or UPC or UPC Distribution Holdco is not paid when due
     or within any originally applicable grace period.

(b)  Subject to paragraph (d) below, any Financial Indebtedness of a member of
     the Borrower Group or UPC or UPC Distribution Holdco becomes prematurely
     due and payable or is placed on demand, in each case as a result of an
     event of default (howsoever described) under the document relating to that
     Financial Indebtedness.

(c)  Subject to paragraph (d) below, any Financial Indebtedness of a member of
     the Borrower Group becomes capable of being declared prematurely due and
     payable or placed on demand, in each case is a result of an event of
     default (howsoever described) under the document relating to that Financial
     Indebtedness.

(d)  It shall not be an Event of Default under:

     (i)   this Clause 18.5 where the aggregate principal amount of all
           Financial Indebtedness to which any event specified in paragraphs
           (a), (b) or (c) relates is less than (Euro)15,000,000 (in the case of
           the Borrower Group or UPC Distribution Holdco) or (Euro)50,000,000
           (in the case of UPC) or, as the case may be, the equivalent in other
           currencies);

     (ii)  this Clause 18.5 in respect of Financial Indebtedness owing by a
           member of the Borrower Group to another member of the Borrower Group
           which is permitted under this Agreement; and

     (iii) paragraph (c) above, in the case of the Acquisition of an entity
           which results in that entity becoming a member of the Borrower Group,
           for a period of 180 days following completion of that Acquisition, by
           reason only of an event of default (however described) arising in
           relation to the Financial Indebtedness of that acquired entity as a
           result only of the Acquisition of that acquired entity, provided that
           such Financial Indebtedness is not placed on demand, becomes
           prematurely due and payable or is otherwise accelerated during that
           period).

18.6 Insolvency

(a)  The Netherlands:  any Obligor, UPC or any Material Subsidiary organised in
     The Netherlands is declared bankrupt (in staat van faillissement verklaard)
     or enters into a
<PAGE>

                                      102

     preliminary or definitive moratorium (in voorlopige of definitieve
     surseance van betaling gaan) pursuant to the Dutch Bankruptcy Act
     (Faillissementswet); or

(b)  Austria:  any business reorganisation according to the Austrian Business
     Reorganisation Act (Unternehmensreoranisationsgesetz), bankruptcy
     (Konkursordnung) or settlement proceedings (Ausgleichsordnung) under the
     respective applicable Austrian laws is being opened on  any Obligor, or any
     Material Subsidiary seated in Austria or any such Obligor or Material
     Subsidiary enters into an agreement with its creditors having the same
     effect; or

(c)  Belgium:  any Obligor or any Material Subsidiary incorporated in Belgium is
     declared bankrupt under the Bankruptcy Act of 8th August, 1997 of Belgium
     (or any replacement enactment therefor which is entered into after the date
     of this Agreement) or is otherwise subject to the proceeding provided under
     Section 8 of that Bankruptcy Act; or

(d)  Norway:  with respect to any Obligor or any Material Subsidiary
     incorporated in Norway, any order of a competent court or an event
     analogous thereto shall be made or any effective resolution passed with a
     view to the bankruptcy, composition proceedings, debt negotiations,
     liquidation, winding-up or similar event pursuant to the Norwegian
     Bankruptcy Act of 8th June, 1984 or any replacement enactment therefor
     which is entered into after the date of this Agreement; or

(e)  United States of America:  any Obligor or any Material Subsidiary which is
     a partnership, or a partner of any partnership, formed under the laws of
     the states of Colorado or Delaware, United States or which is incorporated
     under the laws of a State of the United States (each a "U.S. Obligor"):

     (i)    admit in writing its inability to, or be generally unable to, pay
            its debts as such debts become due;

     (ii)   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
            sixty days after the effective date thereof or such Obligor or
            Material Subsidiary shall have consented to or acquiesced in such
            appointment or possession;

     (iii)  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
            sixty days after such involuntary petition is filed; or

     (iv)   shall have failed to have discharged or obtained a stay of any
            proceeding to enforce, within a period of forty-five days after the
            commencement thereof, any attachment, sequestration or similar
            proceeding asserted against all or substantially all of the assets
            of such Obligor or Material Subsidiary; or

(f)  Czech Republic:  any Obligor or any Material Subsidiary which is
     incorporated in or which has a branch office in the Czech Republic is, or
     is deemed for the purposes of the applicable Czech law to be, unable to pay
     its debts as they fall due or, for the purpose of Section 1, sub-sections 2
     and 3 of Act 328/1991 Coll., as amended, on Bankruptcy and Composition (the
<PAGE>

                                      103

     "Czech Bankruptcy Act") to be insolvent (in Czech, "v upadku") or admits
     inability to pay its debts as they fall due; or is subject in the Czech
     Republic to:

     (i)    bankruptcy proceedings under the Czech Bankruptcy Act;

     (ii)   involuntary composition proceedings under the Czech Bankruptcy Act;

     (iii)  voluntary composition proceedings under the Czech Bankruptcy Act;

     (iv)   voluntary winding up with liquidation under Act No. 513/1991 Coll.,
            as amended (the "Czech Commercial Code"); or

     (v)    involuntary winding up with liquidation under the Czech Commercial
            Code; or

(g)  Republic of Hungary:  any Obligor or any Material Subsidiary which is
     incorporated or which has a branch office in the Republic of Hungary:

     (i)    shall have filed a petition for bankruptcy (csod) under the Act IL
            of 1991, as amended, on Bankruptcy Proceedings, Liquidation
            Proceedings and Voluntary Dissolution ("Hungarian Bankruptcy Act");
            or

     (ii)   shall have been the subject of an order for execution against its
            assets which was unsuccessful as referred to in section 27(2) of the
            Hungarian Bankruptcy Act; or

     (iii)  is not paying its debts as such debts become due as referred to in
            section 27(2) of the Hungarian Bankruptcy Act; or

     (iv)   shall have filed a petition for voluntary liquidation (felszamolas)
            under the Hungarian Bankruptcy Act; or

     (v)    an involuntary liquidation (felszamolas) proceedings shall have been
            commenced against it under the Hungarian Bankruptcy Act; or

     (vi)   an involuntary liquidation (felszamolas) proceedings shall have been
            commenced against its branch office under the Act CXXXII of 1997 on
            Hungarian Branch Offices and Representative Offices of Foreign-
            Registered Companies; or

(h)  Sweden: any Obligor or any Material Subsidiary which is incorporated in
     Sweden takes any corporate action or any order is made or resolution passed
     for the suspension of payments, business reorganisation
     (foretagsrekonstruktion), liquidation or bankruptcy of any such Obligor or
     Material Subsidiary or a liquidator, receiver, insolvency manager,
     reconstruction manager (foretagsrekonstruktor) or similar officer is
     appointed in respected of any such Obligor or Material Subsidiary; or

(i)  France: any Obligor or Material Subsidiary which is incorporated in France:

     (i)    admits in writing its inability to pay its debts generally as they
            become due;

     (ii)   declares to the court such inability (declaration de cessation des
            paiements);

     (iii)  applies for or takes any corporate action approving any voluntary
            liquidation (liquidation volontaire);
<PAGE>

                                      104

     (iv)   applies for the appointment of a conciliator (conciliateur), within
            the meaning of French law No. 84-148 of 1st March, 1984;

     (v)    enters into an amicable settlement (accord amiable) with its
            creditors;

     (vi)   ceases its payments (cessation de paiements) for the purposes of
            Article 3 of the French bankruptcy law No. 85-98 of 25th January,
            1985;

     (vii)  has a judgment issued in respect of its judicial reorganisation
            (redressement judiciaire) and the administrateur judiciaire named in
            connection with such proceedings does not (or is deemed not to) opt
            to continue performance of this Agreement; or

     (viii) has a judgment issued in respect of its judicial liquidation
            (liquidation judiciaire) pursuant to French law No. 85-98 of 25th
            January, 1985, or pursuant to such law, for the transfer of the
            whole or part of its business (cessation totale ou partielle de
            l'entreprise); or

(j)  Republic of Poland:  any Obligor or any Material Subsidiary which has its
     seat or which has a branch office in the Republic of Poland:

     (i)    shall have filed a petition for declaration of its bankruptcy; or

     (ii)   shall have a petition for declaration of its bankruptcy filed
            against it by any of its creditors; or

     (iii)  shall have been declared bankrupt; or

     (iv)   is not paying its debts as such debts become due or its assets are
            insufficient to cover its liabilities; or

     (v)    shall have filed a petition for voluntary arrangement with its
            creditors; or

     (vi)   shall have liquidation (whether voluntary or involuntary)
            proceedings commenced against it; or

     (vii)  shall have a liquidator, bankruptcy administrator (syndyk), judge-
            supervisor (sedzia komisarz), court supervisor (nadzorca sad wy),
            compulsory manager or management (zarz d lub zarz dca przymusowy lub
            komisaryczny) appointed in respect of itself or in respect of any of
            its assets; or

(k)  Slovak Republic:

     (i)    any Obligor or any Material Subsidiary which is incorporated in or
            which has a branch office in the Slovak Republic is insolvent as
            provided under Act No. 328/1991 Coll., as amended, on Bankruptcy and
            Composition (the "Slovak Bankruptcy Act");

     (ii)   any Obligor or any Material Subsidiary which is incorporated in or
            which has a branch office in the Slovak Republic is subject in the
            Slovak Republic to:

            (A)  bankruptcy proceedings under the Slovak Bankruptcy Act;

            (B)  involuntary composition proceedings under the Slovak Bankruptcy
                 Act;
<PAGE>

                                      105

            (C)  voluntary composition proceedings under the Slovak Bankruptcy
                 Act;

            (D)  voluntary winding up with liquidation under Act No. 513/1991
                 Coll., as amended (the "Slovak Commercial Code"); or

            (E)  involuntary winding up with liquidation under the Slovak
                 Commercial Code; or

(l)  Romania:  any Obligor or any Material Subsidiary incorporated in Romania,
     is subject to an order of a syndic judge for the commencement of
     bankruptcy, reorganisation or liquidation proceedings or similar event
     pursuant to Law No. 64/1995 regarding Judicial Reorganisation and
     Bankruptcy, as republished with the Official Gazette No. 608/13th December,
     1999, or any amendment or replacement enactment therefor which is issued
     after the date of this Agreement.

18.7 Insolvency proceedings

(a)  Any formal voluntary step commencing legal proceedings (including petition
     or convening a meeting) is taken by any Obligor, UPC or any Material
     Subsidiary with a view to a composition, assignment or arrangement with any
     class of creditors of any Obligor, UPC or any Material Subsidiary; or

(b)  a meeting of any Obligor, UPC or any Material Subsidiary is convened by its
     directors, managing partner (in the case of the US Borrower) or secretary
     for the purpose of considering any resolution for (or to petition for) its
     winding-up, dissolution or for its administration, suspension of payments,
     composition or bankruptcy or any such resolution is passed; or

(c)  any person files, with the appropriate legal authorities, a petition for
     the winding-up or for the administration or for the bankruptcy of any
     Obligor, UPC or any Material Subsidiary and the petition is not discharged
     or stayed within 45 days (or, in the case of a US Obligor, 60 days); or

(d)  an order for the winding-up or administration of any Obligor, UPC or any
     Material Subsidiary is made,

     in each case other than in connection with a reconstruction or amalgamation
     on terms approved by the Facility Agent (acting on the instructions of the
     Majority Lenders).

18.8 Appointment of receivers and managers

(a)  Any liquidator, trustee-in-bankruptcy, preliminary trustee, composition
     trustee, judicial custodian, compulsory manager, receiver, administrative
     receiver or  administrator is appointed in respect of any Obligor, UPC, or
     any Material Subsidiary or any part of its assets which is material in the
     context of the Borrower Group (taken as a whole) and, only in the case of
     the appointment of a judicial custodian, compulsory manager or receiver, is
     not discharged within 45 days (or, in the case of a US Obligor, 60 days);
     or

(b)  the directors of any Obligor, UPC or any Material Subsidiary request the
     appointment of a liquidator, trustee in bankruptcy, preliminary trustee,
     composition trustee, judicial custodian, compulsory manager, receiver,
     administrative receiver or administrator,

     in each case other than in connection with a reconstruction or amalgamation
     on terms approved by the Facility Agent (acting on the instructions of the
     Majority Lenders).
<PAGE>

                                      106

18.9   Creditors' process

       A distress, execution, attachment or other legal process is levied,
       enforced or sued out upon or against all or any part of the assets of any
       Obligor, UPC or any Material Subsidiary which is material in the context
       of the Borrower Group (taken as a whole), except where the same is being
       contested in good faith or is removed, discharged or paid within 45 days
       (or, in the case of a US Obligor, 60 days).

18.10  Similar proceedings

       Anything which has an equivalent effect to any of the events specified in
       Clauses 18.6 (Insolvency) to 18.9 (Creditors' process) (inclusive) shall
       occur under the laws of any applicable jurisdiction in relation to any
       Obligor, UPC or any Material Subsidiary.

18.11  Unlawfulness

       It is or becomes unlawful for any Obligor or Subordinated Creditor to
       perform any of its payments or other material obligations under the
       Finance Documents to which it is a party.

18.12  Repudiation

       Any Obligor or Subordinated Creditor repudiates, or evidences an
       intention to repudiate, any Finance Document to which it is a party.

18.13  Cessation of Distribution Business

       The Borrower Group (taken as a whole) or UPC ceases to carry on all or
       substantially all of its Distribution Business.

18.14  Seizure

       All or a material part of the undertakings, assets, rights or revenues
       of, or shares or other ownership interests in, UPC, UPC Distribution
       Holdco or the Borrower Group (taken as a whole but excluding any
       undertaking, assets, rights or revenues which do not form part of the
       Distribution Business) are seized, nationalised, expropriated or
       compulsorily acquired by or under the authority of any government.

18.15  Environmental Matters

       As a result of any Environmental Law any of the Finance Parties becomes
       subject to a material obligation (actual or contingent and, in the case
       of any contingent obligation, being one which, at the relevant time,
       would be likely to arise) directly as a result of it entering into any of
       the Finance Documents which was not caused by its negligence or wilful
       default.

18.16  Breach of Security Deed

(a)    A Subordinated Creditor fails to comply with any of its obligations under
       the Security Deed or the Pledge of Subordinated Shareholder Loans to
       which it is party and such failure (if capable of remedy before the
       expiry of such period) continues unremedied for a period of 28 days from
       the earlier of the date on which (i) UPC or UPC Distribution has become
       aware of the failure to comply or (ii) the Facility Agent gives notice to
       the relevant Subordinated Creditor and UPC Distribution requiring the
       same to be remedied.
<PAGE>

                                      107

(b)    Any representation or warranty made by a Subordinated Creditor under the
       Security Deed or the Pledge of Subordinated Shareholder Loans is
       incorrect in any material aspect when made or repeated and, in the event
       that any representation or warranty is capable of remedy, the
       misrepresentation is not remedied within 28 days of the earlier of the
       date on which (i) such Obligor has become aware of the misrepresentation
       or (ii) the Facility Agent gives notice to that Subordinated Creditor
       requiring the same to be remedied.

18.17  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) having
            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 breached in a manner which would or is reasonably
            likely to have a Material Adverse Effect.

18.18 Material Contracts

(a)   Except as is required by any term of this Agreement, any Material Contract
      to which a member of the Borrower 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 an Interconnect Agreement only, services of a similar
            nature to those provided pursuant to such Material Contract are at
            all times provided to the Borrower Group on terms which are not
            materially more onerous on the relevant member of the Borrower 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 Borrower 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 Borrower 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 Borrower Group, the relevant
      services are at all relevant times provided to the appropriate members of
      the Borrower Group on the basis set out in (a) above.

18.19 Material Adverse Change

      Any event or series of events occurs which would or is reasonably likely
      to have a Material Adverse Effect.
<PAGE>

                                      108

18.20 ERISA

      The occurrence of:

      (a)  any event or condition that presents a material risk that any member
           of the Borrower Group or any ERISA Affiliate may incur a material
           liability to a Plan or to the United States 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 Borrower Group or any ERISA
           Affiliate to make a contribution to a Plan.

18.21 Acceleration

      On and at any time after the occurrence of an Event of Default while such
      event is continuing the Facility Agent may, and if so directed by the
      Majority Lenders will, by notice to UPC Distribution declare that an Event
      of Default has occurred and:

      (a)  cancel the Total Commitments; and/or

      (b)  declare that all the Advances be payable on demand, whereupon they
           shall immediately become payable on demand by the Facility Agent on
           the instructions of the Majority Lenders; and/or

      (c)  demand that all the Advances be immediately due and payable,
           whereupon they shall become immediately due and payable together with
           all interest accrued on those Advances and all other amounts payable
           by the Obligors under the Finance Documents.

19.   FACILITY AGENT, SECURITY AGENT, LEAD ARRANGERS AND LENDERS

19.1  Appointment and duties of the Agents

(a)   Each Lender and Lead Arranger irrevocably appoints each Agent to act as
      its agent under and in connection with the Finance Documents.

(b)   Each Finance Party appointing each Agent irrevocably authorises each Agent
      on its behalf to:

      (i)  perform the duties and to exercise the rights, powers and discretions
           that are specifically delegated to it under or in connection with the
           Finance Documents, together with any other incidental rights, powers
           and discretions; and

      (ii) execute each Finance Document expressed to be executed by the
           Facility Agent on that Finance Party's behalf.

(c)   Each Agent shall have only those duties which are expressly specified in
      this Agreement. Those duties are solely of a mechanical and administrative
      nature.
<PAGE>

                                      109

19.2  Role of the Lead Arrangers

      Except as otherwise provided in this Agreement, no Lead Arranger has any
      obligations of any kind to any other Party under or in connection with any
      Finance Document.

19.3  Relationship

      The relationship between each Agent and the other Finance Parties is that
      of agent and principal only. Nothing in this Agreement constitutes either
      Agent as trustee or fiduciary for any other Party or any other person and
      neither Agent need hold in trust any moneys paid to it for a Party save as
      provided in the Finance Documents or be liable to account for interest on
      those moneys.

19.4  Majority Lenders' directions

(a)   Each Agent will be fully protected if it acts in accordance with the
      instructions of the Majority Lenders in connection with 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 such instructions
      each Agent may act as it considers to be in the best interests of all the
      Lenders.

(b)   No Agent is authorised to act on behalf of a Lender (without first
      obtaining that Lender's consent) in any legal or arbitration proceedings
      relating to any Finance Document.

19.5  Delegation

      Each Agent may act under the Finance Documents through its personnel and
      agents.

19.6  Responsibility for documentation

      Neither Agent nor any Lead Arranger is responsible to any other Party for:

      (a)  the execution, genuineness, validity, enforceability or sufficiency
           of any Finance Document or any other document by any other Party;

      (b)  the collectability of amounts payable under any Finance Document;

      (c)  the accuracy of any statements (whether written or oral) made in or
           in connection with any Finance Document (including the Information
           Memorandum) by any other Party; or

      (d)  the integrity or security of any Finance Document or other document
           or information posted or distributed electronically on any intranet
           based system (or similar) in connection with the preparation,
           negotiation and execution of the Finance Documents or the syndication
           or administration of the Facilities.

19.7  Default

(a)   Neither Agent is obliged to monitor or enquire as to whether or not a
      Default has occurred. Neither Agent will be deemed to have knowledge of
      the occurrence of a Default. However, if an Agent receives notice from a
      Party referring to this Agreement, describing the Default and stating that
      the event is a Default, it shall promptly notify the Lenders of such
      notice.
<PAGE>

                                      110

(b)   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 will or may incur in taking any proceedings or action arising out
      of or in connection with any Finance Document before it commences these
      proceedings or takes that action.

19.8  Exoneration

(a)   Without limiting paragraph (b) below, neither Agent will be liable for any
      action taken or not taken by it under or in connection with any Finance
      Document, unless directly caused by its gross negligence or wilful
      misconduct.

(b)   No Party may take any proceedings against any officer, employee or agent
      of either Agent in respect of any claim it might have against that Agent
      or in respect of any act or omission of any kind (including negligence or
      wilful misconduct) by that officer, employee or agent in relation to any
      Finance Document.

(c)   Any officer, employee or agent of either Agent may rely on this Clause
      19.8 and enforce its terms under the Contracts (Rights of Third Parties)
      Act 1999.

19.9  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 a director or employee of any person
           regarding any matters which may reasonably be assumed to be within
           his knowledge or within his power to verify; and

      (c)  engage, pay for and rely on legal or other professional advisers
           selected by it (including those in the Facility Agent's employment
           and those representing a Party other than the Facility Agent).

19.10 Credit approval and appraisal

      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:

      (a)  has made its own independent investigation and assessment of the
           financial condition and affairs of each Obligor and its related
           entities in connection with its participation in this Agreement and
           has not relied exclusively on any information provided to it by
           either Agent or the Lead Arrangers in connection with any Finance
           Document; and

      (b)  will continue to make its own independent appraisal of the
           creditworthiness of each Obligor and its related entities while any
           amount is or may be outstanding under the Finance Documents or any
           Commitment is in force.

19.11 Information

(a)   Each Agent shall 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.
<PAGE>

                                      111

(b)  Except where this Agreement specifically provides otherwise, neither Agent
     is obliged to review or check the accuracy or completeness of any document
     it forwards to another Party.

(c)  Except as provided above, neither Agent has a duty:

     (i)    either initially or on a continuing basis to provide any Lender with
            any credit or other information concerning the financial condition
            or affairs of any Obligor or any related entity of any Obligor
            whether coming into its possession or that of any of its related
            entities before, on or after the Signing Date; or

     (ii)   unless specifically requested to do so by a Lender in accordance
            with this Agreement, to request any certificates or other documents
            from any Obligor.

19.12 Each Agent and the Lead Arrangers individually

(a)   If it is also a Lender, each of the Facility Agent, the Security Agent and
      the Lead Arrangers has the same rights and powers under this Agreement as
      any other Lender and may exercise those rights and powers as though it
      were not the Facility Agent, Security Agent or (as applicable) a Lead
      Arranger.

(b)   Each of the Agents and the Lead Arrangers may:

      (i)   carry on any business with an Obligor or its related entities;

      (ii)  act as agent or trustee for, or in relation to any financing
            involving, an Obligor or its related entities; and

      (iii) retain any profits or remuneration in connection with its activities
            under the Finance Documents, or in relation to any of the foregoing.

19.13 Indemnities

      Each Lender shall indemnify each Agent, within three Business Days of
      demand, against any cost, loss or liability incurred by the relevant Agent
      (otherwise than by reason of the relevant Agent's gross negligence or
      wilful misconduct) in acting as Agent under the Finance Documents (unless
      the relevant Agent has been reimbursed by an Obligor pursuant to a Finance
      Document). Such indemnification shall be pro rata to its Commitments (and
      for the purposes of calculating this proportion, the amount of the Total
      Facility C Commitments and each Lender's Facility C Commitments shall be
      converted to euros at the Agent's Spot Rate of Exchange on the date of the
      relevant calculation).

19.14 Compliance

(a)   Each Agent may refrain from doing anything which might, in its reasonable
      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
      reasonable opinion, is necessary or desirable to comply with any law or
      regulation of any jurisdiction.

(b)   Without limiting paragraph (a) above, neither Agent need disclose any
      information relating to any Obligor or any of its related entities if the
      disclosure might, in the opinion of the relevant Agent, constitute a
      breach of any law or regulation or any duty of secrecy or confidentiality
      or be otherwise actionable at the suit of any person.
<PAGE>

                                      112

19.15 Resignation of Agents

(a)   Notwithstanding its irrevocable appointment (but subject to paragraphs (f)
      and (g) below), each Agent may resign by giving notice to the Lenders and
      UPC Distribution, in which case the relevant Agent may, following
      consultation with and with the consent of UPC Distribution (not to be
      unreasonably withheld or delayed) forthwith appoint one of its Affiliates
      as successor Agent or, failing that, the Majority Lenders may with the
      consent of UPC Distribution (not to be unreasonably withheld or delayed)
      appoint a reputable and experienced bank as successor Agent. The
      resignation of the Security Agent is subject to compliance with Clause 9.1
      (Retirement of Security Agent) of the Security Deed.

(b)   If the appointment of a successor Agent is to be made by the Majority
      Lenders but they have not, within 30 days after notice of resignation,
      appointed a successor Agent which accepts the appointment, the retiring
      Agent may, following consultation with and with the consent of UPC
      Distribution (not to be unreasonably withheld or delayed), appoint a
      successor Agent.

(c)   The resignation of the retiring Agent and the appointment of any successor
      Agent will both become effective only upon the successor Agent notifying
      all the Parties that it accepts the appointment. On giving the
      notification and receiving such approval, the successor Agent will succeed
      to the position of the retiring Facility Agent and the term "Facility
      Agent" or "Security Agent" (as the case may be) will mean the successor
      Facility Agent or Security Agent, respectively.

(d)   The retiring Agent shall, at its own cost, make available to the successor
      Agent such documents and records and provide such assistance as the
      successor Agent may reasonably request for the purposes of performing its
      functions as the Agent under this Agreement.

(e)   Upon its resignation becoming effective, this Clause 19 shall continue to
      benefit the retiring Agent in respect of any action taken or not taken by
      it under or in connection with the Finance Documents while it was the
      relevant Agent and, subject to paragraph (d) above, it shall have no
      further obligation under any Finance Document.

(f)   The Majority Lenders may by notice to an Agent require it to resign in
      accordance with paragraph (a) above. In this event, the relevant Agent
      shall resign in accordance with paragraph (a) above but it shall not be
      entitled to appoint one of its Affiliates as successor Agent.

(g)   UPC Distribution 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 in accordance with paragraph (a) above.
      Such notice must specify the reasons for which UPC Distribution 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
      (a) above but it shall not be entitled to appoint one of its Affiliates as
      successor Agent.

19.16 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 notice from the Lender to the contrary by not less than five
      Business Days prior to the relevant payment.

(b)   Each Lender, on the date on which it becomes a party to this Agreement,
      represents to the Facility Agent that it is:
<PAGE>

                                      113

       (i)  either:

            (A)  not resident in the United Kingdom for United Kingdom Tax
                 purposes; or

            (B)  a "bank" as defined in section 840A of the Income and
                 Corporation Taxes Act 1988 and resident in the United Kingdom;
                 and

       (ii) beneficially entitled to the principal and interest payable by the
            Facility Agent to it under this Agreement,

       and shall forthwith notify the Facility Agent if either representation
       ceases to be correct.

19.17  Separate divisions

       In acting as an Agent or Lead Arranger, the agency and syndication's
       division of each of the Agents and the Lead Arrangers shall be treated as
       a separate entity from its other divisions and departments. Any
       information acquired at any time by either Agent or any Lead Arranger
       otherwise than in the capacity of Agent or Lead Arranger through its
       agency and syndication's division (whether as financial adviser to any
       member of the Borrower Group or otherwise) may be treated as confidential
       by the relevant Agent or Lead Arranger and shall not be deemed to be
       information possessed by the relevant Agent or Lead Arranger in its
       capacity as such. Each Finance Party acknowledges that each Agent and the
       Lead Arrangers may, now or in the future, be in possession of, or
       provided with, information relating to the Obligors which has not or will
       not be provided to the other Finance Parties. Each Finance Party agrees
       that, except as expressly provided in this Agreement, neither Agent nor
       any Lead Arranger will be under any obligation to provide, or be under
       any liability for failure to provide, any such information to the other
       Finance Parties.

20.    FEES

20.1   Commitment fee

(a)    Subject to paragraph (b) below UPC Distribution shall pay to the Facility
       Agent for distribution to each Lender pro rata to the proportion that the
       relevant Lender's Facility A Commitment, Facility B Commitment or
       Facility C Commitment bears to the Total Facility A Commitment, Total
       Facility B Commitment or Total Facility C Commitment respectively from
       time to time a commitment fee (subject to sub-clause (b) below) computed
       at the rate of 0.75 per cent. per annum on any undrawn, uncancelled
       amount of the Total Facility A Commitment, Total Facility B Commitment
       and Total Facility C Commitment, PROVIDED THAT on any day that the
       aggregate outstanding Advances exceed 50 per cent. of the aggregate drawn
       and undrawn Total Facility A Commitments, Total Facility B Commitments
       and Total Facility C Commitments the commitment fee shall be computed at
       the rate which is the lower of:

       (i)   50 per cent. of the then applicable Margin; and

       (ii)  0.50 per cent. per annum,

       on any undrawn, uncancelled amount of the Total Facility A Commitment,
       Total Facility B Commitment and Total Facility C Commitment.

       In calculating aggregate outstanding Facility C2 Advances and Total
       Facility C Commitments for the purposes of the proviso to this Clause
       20.1(a), outstanding Facility C2 Advances and
<PAGE>

                                      114

       Facility C2 Commitments shall be converted to euros on the date of the
       relevant calculation on the basis of the Agent's Spot Rate of Exchange on
       that date.

(b)    Commitment fee is calculated and accrues on a daily basis on and from the
       Signing Date and is payable quarterly in arrear from the Signing Date and
       (in the case of the Total Facility A Commitment) on the last day of the
       Facility A Availability Period, (in the case of the Total Facility B
       Commitment) on the last day of the Facility B Availability Period and (in
       the case of the Total Facility C Commitment) on the last day of the
       Facility C Availability Period. Accrued commitment fee is also payable to
       the Facility Agent for the relevant Lender(s) on the cancelled amount of
       its (their) Facility A Commitment, Facility B Commitment or Facility C
       Commitment, as the case may be, at the time the cancellation takes effect
       (but only in respect of the period up to the date of cancellation).

(c)    Commitment fee is payable in euros in respect of Facility A, Facility B
       and Facility C1 and in Dollars in respect of Facility C2.

20.2   Agents' fees

       UPC Distribution shall pay to the Facility Agent and the Security Agent
       for their own account an agency fee in the amounts and on the dates
       agreed in the relevant Fee Letter.

20.3   Underwriting Fee

       UPC Distribution shall pay the arrangement fee and underwriting fees in
       accordance with the relevant Fee Letter.

20.4   VAT

       Any fee referred to in this Clause 20 (Fees) is exclusive of any
       applicable value added tax. If any value added tax is so chargeable and
       is invoiced, it shall be paid by UPC Distribution at the same time as it
       pays the relevant fee. Where appropriate, the relevant Finance Party will
       supply a VAT invoice in respect of such fees.

21.    EXPENSES

21.1   Transaction Expenses

       UPC Distribution shall within ten Business Days of demand pay Chase
       Manhattan plc and TD Bank Europe Limited the amount of all costs and
       expenses (including legal fees) reasonably incurred by any of them in
       connection with the negotiation, preparation, printing, execution,
       perfection and syndication of:

       (a)  this Agreement and any other documents referred to in this
            Agreement; and

       (b)  any other Finance Document executed after the date of this
            Agreement.

21.2   Amendment Costs

       If:

       (a)  an Obligor requests an amendment, waiver or consent under or in
            connection with any Finance Document;
<PAGE>

                                      115

       (b)  an amendment is required under Clause 25.3 (Change of Currency),

       UPC Distribution shall, within ten Business Days of demand, reimburse the
       Facility Agent or, as the case may be, the Security Agent, for the amount
       of all costs and expenses (including legal fees) reasonably incurred by
       the Facility Agent or, as the case may be, the Security Agent in
       responding to, evaluating, negotiating or complying with that request or
       requirement.

21.3   Enforcement Costs

       UPC Distribution shall, within ten Business Days of demand, pay to the
       Facility Agent on behalf of each Finance Party the amount of all costs
       and expenses (including legal fees) incurred by that Finance Party in
       connection with the enforcement of, or the preservation of any rights
       under, any Finance Document.

22.    Stamp Duties

       UPC Distribution shall pay and, within ten Business Days of demand,
       indemnify each Finance Party against any cost, loss or liability which
       that Finance Party incurs in relation to all stamp duty, registration and
       other similar Taxes payable in respect of any Finance Document (other
       than those imposed by reason of any assignment or novation by any Finance
       Party).

23.    INDEMNITIES

23.1   Currency indemnity

(a)    If any sum due from an Obligor under the Finance Documents (a "Sum"), or
       any order, judgment or award given or made in relation to a Sum, has to
       be converted from the currency (the "First Currency") in which that Sum
       is payable into another currency (the "Second Currency") for the purpose
       of:

       (i)  making or filing a claim or proof against that Obligor;

       (ii) obtaining or enforcing an order, judgment or award in relation to
            any litigation or arbitration proceedings,

       that Obligor shall as an independent obligation, within ten Business Days
       of demand, indemnify each Finance Party to whom that Sum is due against
       any cost, loss or liability arising out of or as a result of the
       conversion including any discrepancy between (A) the rate of exchange
       used to convert that Sum from the First Currency into the Second Currency
       and (B) the rate or rates of exchange available to that person at the
       time of its receipt of that Sum.

(b)    Each Obligor waives any right it may have in any jurisdiction to pay any
       amount under the Finance Documents in a currency or currency unit other
       than that in which it is expressed to be payable.

23.2   Other indemnities

       UPC Distribution shall (or shall procure that an Obligor will), within
       ten Business Days of demand, indemnify each Lender against any cost, loss
       or liability incurred by that Lender as a result of:
<PAGE>

                                      116

       (a)  the occurrence of any Event of Default;

       (b)  a failure by an Obligor to pay any amount due under a Finance
            Document on its due date, including without limitation, any cost,
            loss or liability arising as a result of Clause 29 (Pro rata
            sharing);

       (c)  funding, or making arrangements to fund, its participation in an
            Advance requested by a Borrower in a Request but not made by reason
            of the operation of any one or more of the provisions of this
            Agreement (other than by reason of default or negligence by that
            Lender alone); or

       (d)  an Advance (or part of an Advance) not being prepaid in accordance
            with a notice of prepayment given by a Borrower.

23.3   Indemnity to the Facility Agent

       UPC Distribution shall, within ten Business Days of demand, indemnify the
       Facility Agent against any cost, loss or liability incurred by the
       Facility Agent (acting reasonably) as a result of:

       (a)  investigating any event which it reasonably believes is a Default;
            or

       (b)  acting or relying on any notice, request or instruction which it
            reasonably believes to be genuine, correct and appropriately
            authorised.

23.4   Break Costs

(a)    UPC Distribution shall, within ten Business Days of demand by a Finance
       Party, pay to that Finance Party its Break Costs attributable to all or
       any part of an Advance or Unpaid Sum being paid by that Borrower on a day
       other than the last day of an Interest Period for that Advance or Unpaid
       Sum.

(b)    Each Lender shall, as soon as reasonably practicable after a demand by
       the Facility Agent, provide a certificate (which shall be provided to UPC
       Distribution) confirming the amount of its Break Costs for any Interest
       Period in which they accrue.

24.    EVIDENCE AND CALCULATIONS

24.1   Accounts

       Accounts maintained by a Finance Party in connection with this Agreement
       are prima facie evidence of the matters to which they relate.

24.2   Certificates and determinations

       Any certification or determination by a Finance Party of a rate or amount
       payable under this Agreement or otherwise expressed to be determined by a
       Finance Party is, in the absence of manifest error, prima facie evidence
       of the matters to which it relates.

24.3   Calculations

       The interest and the fees payable under Clause 20.1 (Commitment fee)
       accrue from day to day and are calculated on the basis of the actual
       number of days elapsed and a year of 360 days or,
<PAGE>

                                      117

       where practice in the London inter-bank market, in the case of non-euro
       amounts, or the European interbank market, in the case of euro amounts,
       otherwise dictates, 365 days.

25.    AMENDMENTS AND WAIVERS

25.1   Required consents

(a)    Subject to Clause 25.2 (Exceptions) any term of the Finance Documents may
       be amended or waived only with the consent of the Majority Lenders and
       UPC Distribution and any such amendment or waiver will be binding on all
       Parties.

(b)    The Facility Agent may effect, on behalf of any Finance Party, any
       amendment or waiver permitted by this Clause.

25.2   Exceptions

(a)    An amendment or waiver that has the effect of changing or which relates
       to:

       (i)    the definitions of "Majority Lenders" or "Majority Facility C
              Lenders" in Clause 1.1 (Definitions);

       (ii)   an extension to the date of payment of any amount of principal,
              interest or commitment fees under this Agreement or the Security
              Documents or the extension of the Facility A Availability Period,
              Facility B Availability Period or Facility C Availability Period;

       (iii)  a reduction in the Margin other than in accordance with Clause
              8.10 (Margin) or the amount of any payment of principal, interest,
              fees or commission payable under this Agreement or the Security
              Documents;

       (iv)   an increase in a Lender's Facility A Commitment, Facility B
              Commitment or Facility C Commitment;

       (v)    an assignment, transfer, novation or other disposal of any of, or
              any interest in, an Obligor's rights and/or obligations under this
              Agreement other than in accordance with Clause 26 (Changes to the
              Parties);

       (vi)   any provision which expressly requires the consent of all the
              Lenders;

       (vii)  Clause 2.5 (Nature of a Finance Party's rights and obligations),
              Clause 26.2 (Transfer by Lenders) or this Clause 25;

       (viii) a release of the guarantee under Clause 14 (Guarantee) other than
              in accordance with Clause 26 (Changes to the Parties);

       (ix)   the selection of an Interest Period exceeding six months; or

       (x)    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),

       shall not be made without the prior consent of all the Lenders.
<PAGE>

                                      118

(b)    An amendment or waiver which relates to the rights or obligations of the
       Facility Agent or the Lead Arrangers may not be effected without the
       consent of the Facility Agent or, as the case may be, the Lead Arrangers.

(c)    An amendment or waiver which has the effect of changing or relates to
       Clause 7.10 (Facility C Call Protection) may not be effected without the
       consent of the Majority Facility C Lenders.

(d)    The Facility Agent may agree with UPC Distribution any amendment to or
       the modification of the provisions of any of the Finance Documents or any
       Schedule thereto, which is necessary to correct a manifest error.

(e)    If authorised by the Majority Lenders, the Security Agent may, subject to
       paragraph (a) above, grant any waiver or consent in relation to, or
       variation of the material provisions of, any Security Document.

25.3   Change of Currency

(a)    If more than one currency or currency unit are at the same time
       recognised by the central bank of any country as the lawful currency of
       that country, then:

       (i)  any reference in the Finance Documents to, and any obligations
            arising under the Finance Documents in, the currency of that country
            shall be translated into, or paid in, the currency or currency unit
            of that country designated by the Agent; and

       (ii) any translation from one currency or currency unit to another shall
            be at the official conversion rate recognised by the central bank
            for the conversion of that currency or currency unit into the other,
            rounded up or down by the Agent acting reasonably.

(b)    If a change in any currency of a country occurs, this Agreement will be
       amended to the extent the Agent specifies to be necessary to reflect the
       change in currency and to put the Banks in the same position, so far as
       possible, that they would have been in if no change in currency had
       occurred.

25.4   Waivers and remedies cumulative

       The rights of each Party under the Finance Documents:

      (a) may be exercised as often as necessary, subject to the terms of the
          relevant Finance Documents;

      (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 the exercise or non-exercise of any such right is not a waiver
       of that right.

26.    CHANGES TO THE PARTIES

26.1   Transfers by Obligors

(a)    No Obligor may assign, transfer, novate or dispose of any of, or any
       interest in, its rights and/or obligations under this Agreement, except:
<PAGE>

                                      119

       (i)    pursuant to a merger in accordance with Clause 16.11(d)
              (Acquisitions and mergers); and

       (ii)   that UPC Distribution Holdco ("Existing UPC Distribution Holdco")
              may at any time assign, transfer, novate or dispose of all of its
              rights and obligations under this Agreement and the other Finance
              Documents to which it is a party to another person which is the
              immediate Holding Company of UPC Distribution ("New UPC
              Distribution Holdco") in accordance with the terms of this
              Agreement and the terms of such other Finance Document, provided
              that any transfer or novation of obligations by Existing UPC
              Distribution Holdco will not be effective until New UPC
              Distribution Holdco has become an Additional Guarantor in
              accordance with Clause 26.4 (Additional Guarantors) and has
              delivered or delivers the documents specified in Clause 26.4(a)
              (iv) (Additional Guarantors).

(b)    At the time the foregoing conditions for the transfer or novation of
       Existing UPC Distribution Holdco's obligations shall have been satisfied
       (or waived, as the case may be) and such transfer or novation has taken
       effect:

       (i)    Existing UPC Distribution Holdco will be released from its
              obligations under this Agreement and the other Finance Documents,
              without prejudice to any such obligations which may have accrued
              and shall not have been discharged prior to such time; and

       (ii)   Existing UPC Distribution Holdco will cease to be an Original
              Guarantor.

26.2   Transfers by Lenders

(a)    A Lender (the "Existing Lender") may at any time assign, transfer or
       novate any of its rights and/or obligations under this Agreement and the
       other Finance Documents to another person (the "New Lender"), provided
       that in the case of a partial assignment, transfer or novation of rights
       and/or obligations, such assignment, transfer or novation shall be in a
       minimum amount (in relation to Facility A Commitment or Facility B
       Commitment) of 5,000,000, or (in relation to Facility C Commitment)
       $1,000,000 (save that in the case of a partial assignment, transfer or
       novation by a Facility C Lender of its rights and/or obligations under
       Facility C to an Affiliate or Related Fund of that Facility C Lender,
       such assignment, transfer or novation shall be in a minimum amount (in
       relation to Facility C Commitment) of $500,000.

(b)    After the end of the Syndication Period, the prior consent of UPC
       Distribution is required for any such assignment, transfer or novation
       (unless to an Affiliate or to a Lender), provided that:

       (i)    UPC Distribution's consent must not be unreasonably withheld or
              delayed;

       (ii)   the consent of UPC Distribution to an assignment, transfer or
              novation must not be withheld solely because the assignment,
              novation or transfer may result in an increase to the Mandatory
              Cost;

       (iii)  the prior consent of UPC Distribution is not required when (A) the
              assignment, novation or transfer of a Lender's rights and/or
              obligations is to an Affiliate or Related Fund of that Lender or
              (B) an Event of Default is outstanding;

       (iv)   nothing in this Clause 26.2 restricts the ability of any Lender to
              enter into any sub-participation or other arrangement with any
              third party relating to the Finance
<PAGE>

                                      120

              Documents which does not transfer to that third party any
              obligation and/or legal or equitable interest in any of the rights
              arising under this Agreement.

(c)    A transfer of obligations will be effective only if the obligations are
       novated in accordance with Clause 26.3 (Procedure for novations).

(d)    On each occasion an Existing Lender assigns, transfers or novates any of
       its rights and/or obligations under this Agreement after the end of the
       Syndication Period (other than to an Affiliate or Related Fund of that
       Existing Lender), the New Lender shall, on the date the assignment,
       transfer and/or novation takes effect, pay to the Facility Agent for its
       own account a fee of 1,500 (in relation to Facility A, Facility B or
       Facility C1) or US$3,500 (in relation to Facility C2); provided that, in
       the case of contemporaneous assignments by a Lender under Facility C2 to
       more than one fund managed by the same investment adviser (which funds
       are not then Lenders hereunder), only a single such US$3,500 fee shall be
       payable for all such contemporaneous assignments.

(e)    An Existing Lender is not responsible to a New Lender for:

       (i)    the execution, genuineness, validity, enforceability or
              sufficiency of any Finance Document or any other document;

       (ii)   the collectability of amounts payable under any Finance Document;
              or

       (iii)  the accuracy of any statements (whether written or oral) made in
              connection with any Finance Document.

(f)    Each New Lender confirms to the Existing Lender and the other Finance
       Parties that it:

       (i)    has made its own independent investigation and assessment of the
              financial condition and affairs of each Obligor and its related
              entities in connection with its participation in this Agreement
              and has not relied exclusively on any information provided to it
              by the Existing Lender in connection with any Finance Document;
              and

       (ii)   will continue to make its own independent appraisal of the
              creditworthiness of each Obligor and its related entities while
              any amount is or may be outstanding under this Agreement or any
              Facility A Commitment, Facility B Commitment or Facility C
              Commitment is in force.

(g)    Nothing in any Finance Document obliges an Existing Lender to:

       (i)    accept a re-transfer from a New Lender of any of the rights and/or
              obligations assigned, transferred or novated under this Clause 26;
              or

       (ii)   support any losses incurred by the New Lender by reason of the
              non-performance by any Obligor of its obligations under this
              Agreement or otherwise.

(h)    Any reference in this Agreement to a Lender includes a New Lender (to the
       extent rights have been assigned, transferred or novated to that New
       Lender and to the extent that obligations have been assumed by the New
       Lender) but excludes a Lender if no amount is or may be owed to or by it
       under this Agreement and its Facility A Commitment (if any), Facility B
       Commitment (if any), and Facility C Commitment (if any) has been
       cancelled or reduced to nil.
<PAGE>

                                      121

(i)    If any assignment, transfer or novation taking effect after the end of
       the Syndication Period results, or will result by reason of circumstances
       existing at the time of the assignment, transfer or novation, in
       additional amounts becoming due under Clause 10 (Tax Gross up and
       Indemnities) or amounts becoming due under Clause 12 (Increased Costs),
       the New Lender shall be entitled to receive such additional amounts only
       to the extent that the Existing Lender would have been so entitled had
       there been no such assignment, transfer or novation.

(j)    Any Facility C Lender may at any time pledge or assign a security
       interest in all or any portion of its rights under this Agreement to
       secure obligations of such Lender, including without limitation any
       pledge or assignment to secure obligations to a Federal Reserve Bank;
       provided that no such pledge or assignment shall release a Lender from
       any of its obligations under this Agreement or substitute any such
       pledgee or assignee for such Facility C Lender as a party hereto.

26.3   Procedure for novations

(a)    A novation is effected if:

       (i)    the Existing Lender and the New Lender deliver to the Facility
              Agent a duly completed certificate (a "Novation Certificate"),
              substantially in the form of Part I of Schedule 5, with, for the
              purposes of primary syndication of the Facilities or to facilitate
              novations of Facility C2 Advances (and Facility C2 Commitments, if
              applicable), such amendments as the Facility Agent approves to
              achieve a substantially similar effect; and

       (ii)   the Facility Agent executes it (which the Facility Agent shall
              promptly do).

(b)    Each Finance Party (other than the Existing Lender and the New Lender)
       irrevocably authorises the Facility Agent to execute any duly completed
       Novation Certificate on its behalf if that Novation Certificate effects a
       novation permitted by Clause 26.2.

(c)    To the extent that they are expressed to be the subject of the novation
       in the Novation Certificate:

       (i)    the Existing Lender and the other Parties (the "existing Parties")
              will be released from their obligations to each other (the
              "discharged obligations");

       (ii)   the New Lender and the existing Parties will assume obligations
              towards each other which differ from the discharged obligations
              only insofar as they are owed to or assumed by the New Lender
              instead of the Existing Lender;

       (iii)  the rights of the Existing Lender against the existing Parties and
              vice versa (the "discharged rights") will be cancelled;

       (iv)   the New Lender and the existing Parties will acquire rights
              against each other which differ from the discharged rights only
              insofar as they are exercisable by or against the New Lender
              instead of the Existing Lender; and

       (v)    the New Lender shall become, by the execution by the Facility
              Agent of such Novation Certificate, bound by the terms of the
              Security Deed as if it were an original party thereto as a Senior
              Beneficiary and shall acquire the same rights and assume the same
              obligations towards the other parties to the Security Deed as
              would have been
<PAGE>

                                      122

              acquired and assumed had the New Lender been an original party to
              the Security Deed as a Senior Beneficiary,

       all on the date of execution of the Novation Certificate by the Facility
       Agent or, if later, the date specified in the Novation Certificate.

(d)    If the effective date of a novation is after the date a Request is
       received by the Facility Agent but before the date the requested Advance
       is disbursed to the relevant Borrower, the Existing Lender shall be
       obliged to participate in that Advance in respect of its discharged
       obligations notwithstanding that novation, and the New Lender shall
       reimburse the Existing Lender for its participation in that Advance and
       all interest and fees thereon up to the date of reimbursement (in each
       case to the extent attributable to the discharged obligations) within
       three Business Days of the Utilisation Date of that Advance.

26.4   Additional Guarantors

(a)    (i)    Subject to paragraph (b) below, a Subsidiary of UPC Distribution
              may become an Additional Guarantor by delivering to the Facility
              Agent a Guarantor Accession Agreement, duly executed by that
              company.

       (ii)   A person which becomes the immediate Holding Company of UPC
              Distribution shall, prior to or contemporaneously with becoming
              such Holding Company, become an Additional Guarantor by delivering
              to the Facility Agent a Guarantor Accession Agreement, duly
              executed by that company.

       (iii)  Upon execution and delivery of a Guarantor Accession Agreement and
              delivery of the documents specified in paragraph (iv) below, the
              relevant Subsidiary or person referred to in paragraph (i) or (ii)
              above will become an Additional Guarantor.

       (iv)   UPC Distribution shall procure that, at the same time as a
              Guarantor Accession Agreement is delivered to the Facility Agent,
              there is also delivered to the Facility Agent all those documents
              listed in Part II of Schedule 2, in each case in form and
              substance satisfactory to the Facility Agent (acting reasonably).

       (v)    The Guarantor Accession Agreement referred to in (i) above may,
              with the prior written approval of the Facility Agent, include a
              limitation of the obligations or liabilities of the relevant
              Additional Guarantor under Clause 14 where such limitation is
              required by any applicable law.

(b)    UPC Distribution shall procure that the value of the aggregate EBITDA,
       total assets and total revenues of:

       (i)    the Original Guarantors (other than UPC Holding and UPC Holding
              II) and their respective Subsidiaries as of the Signing Date (as
              calculated by reference to the relevant financial statements most
              recently provided under Clause 16.2(a) or (b) (Financial
              Information)); and

       (ii)   the Additional Guarantors (other than any UPC Distribution Holdco)
              and their respective Subsidiaries as of the date they become
              Additional Guarantors (as calculated by reference to the financial
              statements referred to in paragraph 11 of Part II of Schedule 2
              (Conditions Precedent Documents) provided under Clause
              26.4(a)(iii) in respect of each Additional Guarantor),
<PAGE>

                                      123

       is equal to or greater than 90 per cent. of the Borrower Group's
       consolidated EBITDA, total assets and total revenue (as calculated by
       reference to the relevant financial statements most recently provided
       under Clause 16.2(a) or (b) (Financial information)), if necessary by
       procuring that additional Subsidiaries of UPC Distribution become
       Additional Guarantors.

(c)    UPC Distribution represents and warrants to the Finance Parties that it
       is in compliance with paragraph (b) above as of the Signing Date (all
       relevant calculations being made by reference to the Original Borrower
       Group Financial Statements).

(d)    After the Signing Date, UPC Distribution shall be in compliance with its
       obligations under paragraph (b) above if it procures that any of its
       Subsidiaries which are required to become Additional Guarantors do so
       within 60 days after the delivery to the Facility Agent of any financial
       statements delivered under Clause 16.2(a) or (b) (Financial information)
       which demonstrate that additional Subsidiaries of UPC Distribution are
       required to be become Additional Guarantors under paragraph (b).

(e)    The execution of a Guarantor Accession Agreement constitutes confirmation
       by the relevant Additional Guarantor that the relevant representations
       and warranties set out in Clause 15 (Representations and warranties) to
       be made by it on the date of the Guarantor Accession Agreement are
       correct, as if made with reference to the facts and circumstances then
       existing.

26.5   Reference Banks

(a)    If a Reference Bank ceases to be a Lender, the Facility Agent shall
       (after consulting with UPC Distribution) appoint another Lender which is
       not a Reference Bank to replace that Reference Bank.

(b)    After the end of the Syndication Period, UPC Distribution and the
       Facility Agent may agree to add one or more additional Reference Bank(s)
       from among the Lenders.

26.6   Register

       The Facility Agent shall maintain at its address referred to in Clause
       32.2(b) a copy of each Novation Certificate delivered to and accepted by
       it and a register of the names and addresses all the Parties including,
       in the case of Lenders, their Commitments under each Facility, the
       principal amount of the Advances owing under each Facility to each Lender
       from time to time and the details of their Facility Office notified to
       the Facility Agent from time to time, and shall supply any other Party
       (at that Party's expense) with a copy of the register on request. The
       entries in such register shall be conclusive and binding for all
       purposes, absent manifest error, and the Obligors, the Facility Agent and
       the Lenders shall treat each person whose name is recorded in the
       register as a Lender hereunder for all purposes of this Agreement.

27.    DISCLOSURE OF INFORMATION

       Any Lender may disclose to any of its Affiliates and any other person:

       (a) to (or through) whom that Lender assigns or transfers (or may
           potentially assign or transfer) all or any of its rights and
           obligations under this Agreement;

       (b) with (or through) whom that Lender enters into (or may potentially
           enter into) any sub-participation in relation to, or any other
           transaction under which payments are to be made by reference to, this
           Agreement or any Obligor; or

<PAGE>

                                      124

       (c) to whom, and to the extent that, information is required to be
           disclosed by any applicable law or regulation,

       any information about any Obligor, the Borrower Group and the Finance
       Documents as that Lender shall consider appropriate (acting reasonably)
       if, in relation to paragraphs (a) and (b) above, the person to whom the
       information is to be given has entered into a Confidentiality
       Undertaking.

28.    SET-OFF

28.1   Contractual set-off

       A Finance Party may set off any matured obligation owed by an Obligor
       under the Finance Documents (to the extent beneficially owned by that
       Finance Party) against any matured obligation 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.

28.2   Set-off not mandatory

       No Finance Party shall be obliged to exercise any right given to it by
       Clause 28.1 (Contractual set-off).

28.3   Notice of set-off

       Any Finance Party exercising its rights under Clause 28.1 (Contractual
       set-off) shall notify the relevant Obligor promptly after set-off is
       applied.

29.    PRO RATA SHARING

29.1   Redistribution

       If any amount owing by an Obligor under any Finance Document to a Finance
       Party (the "recovering Finance Party") is discharged by payment, set-off
       or any other manner other than through the Facility Agent in accordance
       with Clause 9 (Payments) (a "recovery"), then:

       (a) the recovering Finance Party shall, within three Business Days,
           notify details of the recovery to the Facility Agent;

       (b) the Facility Agent shall determine whether the recovery is in excess
           of the amount which the recovering Finance Party would have received
           had the recovery been received by the Facility Agent and distributed
           in accordance with Clause 9 (Payments);

       (c) subject to Clause 29.3 (Exceptions), the recovering Finance Party
           shall, within three Business Days of demand by the Facility Agent,
           pay to the Facility Agent an amount (the "redistribution") equal to
           the excess;

       (d) the Facility Agent shall treat the redistribution as if it were a
           payment by the Obligor concerned under Clause 9 (Payments) and shall
           pay the redistribution to the Finance Parties (other than the
           recovering Finance Party) in accordance with Clause 9.7 (Partial
           payments); and

<PAGE>

                                      125

       (e) after payment of the full redistribution, the recovering Finance
           Party will be subrogated to the portion of the claims paid under
           paragraph (d) above, and that Obligor will owe the recovering Finance
           Party a debt which is equal to the redistribution, immediately
           payable and of the type originally discharged.

29.2   Reversal of redistribution

       If under Clause 29.1 (Redistribution):

       (a) a recovering Finance Party must subsequently return a recovery, or an
           amount measured by reference to a recovery, to an Obligor; and

       (b) the recovering Finance Party has paid a redistribution in relation to
           that recovery,

       each Finance Party shall, within three Business Days of demand by the
       recovering Finance Party through the Facility Agent, reimburse the
       recovering Finance Party all or the appropriate portion of the
       redistribution paid to that Finance Party. Thereupon the subrogation in
       Clause 29.1(e) (redistribution) will operate in reverse to the extent of
       the reimbursement.

       Each Finance Party agrees with the Facility Agent that it will comply
       with any notice given to it by the Facility Agent under this Clause 29.2.

29.3   Exceptions

(a)    A recovering Finance Party need not pay a redistribution to the extent
       that it would not, after the payment, have a valid claim against the
       Obligor concerned in the amount of the redistribution pursuant to Clause
       29.1(e) (Redistribution).

(b)    A recovering Finance Party is not obliged to share with any other Finance
       Party any amount which the recovering Finance Party has received or
       recovered as a result of taking legal proceedings, if the other Finance
       Party had an opportunity to participate in those legal proceedings but
       did not do so and did not take separate legal proceedings.

30.    SEVERABILITY

       If a provision of any Finance Document is or becomes illegal, invalid or
       unenforceable in any jurisdiction, that shall not affect:

       (a) the legality, validity or enforceability in that jurisdiction of any
           other provision of the Finance Documents; or

       (b) the legality, validity or enforceability in other jurisdictions of
           that or any other provision of the Finance Documents.

31.    COUNTERPARTS

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

                                      126

32.    NOTICES

32.1   Giving of notices

       All notices or other communications under or in connection with this
       Agreement shall be given in writing and, unless stated, may be made by
       letter, telex or facsimile or (to the extent that (i) the relevant Party
       has specified such an address pursuant to Clause 32.2 (Addresses for
       notices) and (ii) such notice or communication is not required to be
       signed by an Authorised Signatory, other officer or board of the relevant
       entity and the form of such notice or communication does not provide for
       signature by an Authorised Signatory, other officer or board of the
       relevant entity) by e-mail. Any such notice will be deemed to be given as
       follows:

       (a)  if by letter, when delivered personally or on actual receipt; and

       (b)  if by facsimile or e-mail, when received in legible form.

       However, a notice given in accordance with the above 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.

32.2   Addresses for notices

(a)    The address and facsimile number and (if so specified) e-mail address of
       each Party (other than the Facility Agent and the Borrowers) for all
       notices under or in connection with this Agreement are:

       (i)  that notified by that Party for this purpose to the Facility Agent
            on or before it becomes a Party; or

       (ii) any other notified by that Party for this purpose to the Facility
            Agent by not less than five Business Days' notice.

(b)    The address, facsimile numbers and e-mail address of the Facility Agent
       and the Security Agent are:

       TD Bank Europe Limited
       Triton Court
       14/18 Finsbury Square
       London EC2A 1DB

       Contact:    Manager - Credit Administration

       Facsimile:  020 7638 2551

       E-mail:    payned@tdsec.co.uk and mcphes@tdsec.co.uk
                  ------------------     ------------------

       Toronto Dominion (Texas), Inc.,


       909 Fannin Street, Suite 1700
       Houston, Texas 77010
<PAGE>

                                      127

       Attention:  Jano Mott
                   Vice President

       Facsimile:  001 713 951 9921

       Email:      mottj@tdusa.com

       or such other as the Facility Agent may notify to the other Parties by
       not less than five Business Days' notice.

(c)    The address, facsimile numbers and e-mail address of each Borrower are:

       UPC Distribution Holding B.V.
       Beech Avenue 100
       1119 PW Schiphol Rijk
       Postbus 74763
       1070 BT Amsterdam


       Contact:    Joe Katz

       Facsimile:  +31 207789 861; and

       E-mail:     jkatz@upccorp.com

       UPC Financing Partnership
       c/o UPC Distribution


       Contact:    Joe Katz

       Facsimile:  +31 207789 861,

       E-mail:     jkatz@upccorp.com

       or such other as the relevant Borrower may notify to the other Parties by
       not less than five Business Days' notice.

(d)    The Facility Agent shall, promptly upon request from any Party, give to
       that Party the address, facsimile number or e-mail address (if
       applicable) of any other Party applicable at the time for the purposes of
       this Clause 32.

33.    LANGUAGE

(a)    Any notice given under or in connection with any Finance Document shall
       be in English.

(b)    All other documents provided under or in connection with any Finance
       Document shall be:

       (i)  in English; or

       (ii) if not in English and the Facility Agent so requests, accompanied by
            a certified English translation and, in this case, the English
            translation shall prevail unless the document is a statutory or
            other official document.
<PAGE>

                                      128

34.  JURISDICTION

34.1 Submission

     For the benefit of each Finance Party, each Obligor agrees that the courts
     of England have jurisdiction to settle any disputes in connection with any
     Finance Document (other than any Security Document expressed to be governed
     by laws other than the laws of England) and accordingly submits to the
     jurisdiction of the English courts.

34.2 Service of process

     Without prejudice to any other mode of service, each Obligor which is not
     incorporated in England and Wales:

     (a)  irrevocably appoints HRO Registers Ltd., Heathcoat House, 20 Saville
          Row, London as its agent for service of process relating to any
          proceedings before the English courts in connection with any Finance
          Document;

     (b)  agrees to maintain an agent for service of process in England until
          all Facility A Commitments, Facility B Commitments and Facility C
          Commitments have terminated and the Advances and all other amounts
          payable under the Finance Documents have been finally, irrevocably and
          indefeasibly repaid in full;

     (c)  agrees that failure by a process agent to notify the Obligor of the
          process will not invalidate the proceedings concerned;

     (d)  consents to the service of process relating to any such proceedings by
          prepaid posting of a copy of the process to its address for the time
          being applying under Clause 32.2 (Addresses for notices); and

     (e)  agrees that if the appointment of any person mentioned in paragraph
          (a) above ceases to be effective, the relevant Obligor shall
          immediately appoint a further person in England to accept service of
          process on its behalf in England and, failing such appointment within
          15 days, the Facility Agent is entitled and authorised to appoint a
          process agent for the Obligor by notice to the Obligor.

34.3 Forum convenience and enforcement abroad

     Each Obligor:

     (a)  waives objection to the English courts on grounds of inconvenient
          forum or otherwise as regards proceedings in connection with a Finance
          Document; and

     (b)  agrees that a judgment or order of an English court in connection with
          a Finance Document is conclusive and binding on it and may be enforced
          against it in the courts of any other jurisdiction.

34.4 Non-exclusivity

     Nothing in this Clause 34 limits the right of a Finance Party to bring
     proceedings against an Obligor in connection with any Finance Document:

     (a)  in any other court of competent jurisdiction; or
<PAGE>

                                      129

     (b)  concurrently in more than one jurisdiction.

35.  WAIVER OR IMMUNITY

     Each Obligor irrevocably and unconditionally:

     (a)  agrees that if a Finance Party brings proceedings against it or its
          assets in relation to a Finance Document, no immunity from those
          proceedings (including, without limitation, suit, attachment prior to
          judgment, other attachment, the obtaining of judgment, execution or
          other enforcement) will be claimed by or on behalf of itself or with
          respect to its assets;

     (b)  waives any such right of immunity which it or its assets now has or
          may subsequently acquire; and

     (c)  consents generally in respect of any such proceedings to the giving of
          any relief or the issue of any process in connection with those
          proceedings, including, without limitation, the making, enforcement or
          execution against any assets whatsoever (irrespective of its use or
          intended use) of any order or judgment which may be made or given in
          those proceedings.

36.  GOVERNING LAW

     This Agreement is governed by and construed in accordance with English law.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.
<PAGE>

                                      130

                                  SCHEDULE 1

                                    PART I

                              ORIGINAL GUARANTORS

Name                                               Address

UPC Financing Partnership                          4643 South Ulster Street
                                                   Suite 1300
                                                   Denver, Co 80237
                                                   United States

UPC Distribution Holding B.V.                      Beech Avenue 100
                                                   1119 PW Schiphol Rijk
                                                   Postbus 74763
                                                   1070 BT Amsterdam
                                                   The Netherlands

UPC Holding II B.V.                                Beech Avenue 100
                                                   1119 PW Schiphol Rijk
                                                   Postbus 74763
                                                   1070 BT Amsterdam
                                                   The Netherlands

UPC Holding B.V.                                   Beech Avenue 100
                                                   1119 PW Schiphol Rijk
                                                   Postbus 74763
                                                   1070 BT Amsterdam
                                                   The Netherlands

UPC France Holding B.V                             Beech Avenue 100
                                                   1119 PW Schiphol Rijk
                                                   Postbus 74763
                                                   1070 BT Amsterdam
                                                   The Netherlands

UPC Scandinavia Holding B.V.                       Beech Avenue 100
                                                   1119 PW Schiphol Rijk
                                                   Postbus 74763
                                                   1070 BT Amsterdam
                                                   The Netherlands
<PAGE>

                                      131

                                    PART II

                       ORIGINAL LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>
                       Facility A             Facility B              Facility C1           Facility C2
Lender                 Commitments            Commitments             Commitments           Commitments

                         (Euro)                  (Euro)                  (Euro)                 (US$)
<S>                   <C>                 <C>                         <C>                   <C>
The Chase             102,857,145             377,142,855
Manhattan Bank

The Toronto-          102,857,145             377,142,855
Dominion Bank

Toronto Dominion                                                                            295,400,000
(Texas), Inc.,

ABN AMRO Bank          37,500,000             137,500,000
N.V.

BNP Paribas,           37,500,000             137,500,000
Belgian Branch

CIBC World             37,500,000             137,500,000
Markets plc

Credit Lyonnais        37,500,000             137,500,000
S.A.

Fortis Bank            37,500,000             137,500,000
(Nederland) N.V.

N.B. International     37,500,000             137,500,000
Finance B.V.

The Royal Bank         37,500,000             137,500,000
of Scotland plc

Abbey National          7,500,000              27,500,000               5,000,000
Treasury Services
plc

Lehman                                                                                        5,000,000
Commercial Paper
Inc
</TABLE>
<PAGE>

                                      132

<TABLE>
<CAPTION>
                         Facility A               Facility B              Facility C1           Facility C2
Lender                   Commitments              Commitments             Commitments           Commitments

                           (Euro)                   (Euro)                  (Euro)                (US$)
<S>                     <C>                     <C>                       <C>                   <C>
Banca                     21,428,571               78,571,429
Commerciale
Italiana S.p.A.

Bear Stearns              21,428,571               78,571,429
Corporate
Lending Inc.

Citibank, N.A.            21,428,571               78,571,429

Credit Suisse             10,714,286               39,285,714              50,000,000
First Boston

Daimler Chrysler           6,428,571               23,571,429              10,000,000
Capital Services
(Debis)

DLJ Capital               21,428,571               78,571,429
Funding, Inc.

Dresdner Bank             17,142,857               62,857,143
AG, London
Branch

Goldman Sachs             21,428,571               78,571,429
Credit Partners,
L.P.

Goldman Sachs                                                                                   8,000,000
Credit Partners,
L.P.

The Govenor and           17,142,857               62,857,143
Company of the
Bank of Scotland

Harbourmaster                                                              15,000,000
Loan Corporation
B.V.
</TABLE>
<PAGE>

                                      133
<TABLE>
<CAPTION>
                             Facility A              Facility B                Facility C1              Facility C2
Lender                       Commitments             Commitments               Commitments              Commitments
                               (Euro)                  (Euro)                    (Euro)                    (US$)
<S>                         <C>                      <C>                       <C>                      <C>
IBM Nederland                3,214,286                 11,785,714
Financieringen
B.V.

ING Bank N.V.               21,428,571                 78,571,429

Eurocredit CDO I,                                                                15,000,000
B.V. and
Eurocredit CDO II,
B.V.

KBC Bank NV                  5,357,143                 19,642,857

Merrill Lynch               21,428,571                 78,571,429
Capital
Corporation

Debt Strategies                                                                                            820,000
Fund III, Inc.

Debt Strategies                                                                                          4,200,000
Fund II, Inc.

Debt Strategies                                                                                          1,800,000
Fund, Inc.

Senior High                                                                                              3,180,000
Income
Portfolio, Inc.

Morgan Stanley              21,428,571                 78,571,429
Senior Funding,
Inc.

Oppenheimer                                                                                              4,100,000
Senior Floating
Rate Fund

Scotiabank Europe           21,428,571                 78,571,429
plc

Van Kampen Prime                                                                                        15,000,000
Rate Income Trust
</TABLE>
<PAGE>

                                      134

<TABLE>
<CAPTION>
                        Facility A              Facility B                Facility C1             Facility C2
Lender                 Commitments             Commitments                Commitments             Commitments
                         (Euro)                   (Euro)                     (Euro)                  (US$)
<S>                    <C>                     <C>                        <C>                     <C>
Van Kampen Senior                                                                                  10,000,000
Income Trust

UBS AG, London          21,428,571              78,571,429
Branch

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

Total              (Euro)750,000,000     (Euro)2,750,000,000         (Euro)95,000,000          US$347,500,000
</TABLE>
<PAGE>

                                      135

                                  SCHEDULE 2

                        CONDITIONS PRECEDENT DOCUMENTS

                                    PART I

                   TO BE DELIVERED BEFORE THE FIRST ADVANCE


1.   Constitutional Documents

     A copy of the memorandum and articles of association and certificate of
     incorporation of each Obligor (other than the US Borrower) and the
     partnership agreement in relation to the US Borrower.

2.   Authorisations

(a)  A copy of an extract of a resolution of the board of directors (or
     equivalent) of each Obligor:

     (i)    approving the terms of, and the transactions contemplated by, the
            Finance Documents to which it is a party (including, in the case of
            each Guarantor, the giving of the guarantee under Clause 14) and
            resolving that it execute and, where applicable, deliver the Finance
            Documents;

     (ii)   authorising a specified person or persons to execute and, where
            applicable, deliver the Finance Documents to which it is a party on
            its behalf; and

     (iii)  authorising a specified person or persons, on its behalf, to sign
            and/or despatch all documents and notices (including Requests) to be
            signed and/or despatched by it under or in connection with the
            Finance Documents to which it is a party;

(b)  a specimen of the signature of each person authorised by the resolutions
     referred to in paragraph (a) above;

(c)  certificate of an authorised signatory of each of UPC Distribution and the
     US Borrower respectively certifying that each copy of the documents
     specified in Part I of this Schedule 2 and supplied by UPC Distribution or
     the US Borrower (as the case may be) is a true copy and in full force and
     effect as at a date no earlier than the Signing Date; and

(d)  Evidence that all of the requirements of Section 25 of the Netherlands
     Works Council Act (Wet op de Ondernemingsraden) in connection with the
     transactions contemplated by the Finance Documents have been complied with.

3.   Legal opinions

(a)  Legal opinions of:

     (i)    Allen & Overy, London, Amsterdam and New York, legal advisers to the
            Lead Arrangers;

     (ii)   Loeff Claeys Verbeke, Brussels, legal advisers to the Lead
            Arrangers;

     (iii)  Vinge KB, Stockholm, legal advisers to the Lead Arrangers;
<PAGE>

                                      136

     (iv) Wiersholm, Mellbye & Bech, Oslo, legal advisers to the Lead Arrangers.

(b)  Legal opinion of Holme Roberts & Owen LLP, legal advisers to the Borrowers,
     addressed to the Finance Parties and confirming that the Facility will not
     cause any default under the existing high yield indentures of UPC or UGC.

4.   Existing Financial Indebtedness

     Evidence that:

     (a)  all availability under the facility agreements or other documentation
          relating to any Financial Indebtedness ("Relevant Financial
          Indebtedness") described in Schedule 9 (Relevant Financial
          Indebtedness) has irrevocably been cancelled in full or will be
          irrevocably cancelled in full as at the first Utilisation Date;

     (b)  all indebtedness under such facility agreements or other documentation
          relating to any Relevant Financial Indebtedness has been repaid in
          full or will be repaid in full upon the making of the first Advance;

     (c)  all letters of credit and guarantees and similar instruments issued
          under such facility agreements or other documentation relating to any
          Relevant Financial Indebtedness have been cancelled and that no cash
          collateral is held by the relevant issuing banks in respect of those
          instruments (or that the foregoing will be achieved upon the making of
          the first Advance); and

     (d)  all Security Interests described in Schedule 8 (Relevant Security
          Interests) have been released (or will be released upon the making of
          the first Advance) and that all parties with an interest in such
          Security Interests have consented to such release.

5.   Capital and corporate structure

(a)  A certificate from a director of UPC Distribution addressed to the Finance
     Parties confirming that as at the first Utilisation Date (following the
     first Utilisation hereunder) there will be no Subordinated Shareholder
     Loans outstanding from the Borrower Group to any Subordinated Creditors
     other than Subordinated Shareholder Loans owing by UPC Distribution to UPC
     Holdco in a principal amount of not less than 1,400,000,000.

(b)  Evidence as to the capital and corporate structure of the Borrower Group as
     at the first Utilisation Date, such structure being consistent with the
     description set out in Part II of Schedule 10 (Borrower Group Structures).

6.   Finance Documents

(a)  The Security Documents listed in Schedule 7 (Security Documents) duly
     executed by all parties thereto.

(b)  The Security Deed duly executed by all parties thereto.

(c)  All relevant notices of security required to be delivered under any
     Security Document together with acknowledgements of such notices, in each
     case in the form required by the relevant Security Document.
<PAGE>

                                      137

(d)  Delivery to the Security Agent of share certificates and duly completed
     blank stock transfer forms (or equivalent) in respect of all shares or
     partnership interests (as applicable) subject to the Security Documents
     listed in Schedule 7 (Security Documents).

(e)  UCC-1 Financing Statements duly executed by each of UPC Holding and UPC
     Holding II.

(f)  Completion of all other steps specified by the Security Agent as being
     necessary to perfect the Security Interests intended to be created by the
     Security Documents listed in Schedule 7 (Security Documents).

(g)  Syndication Letter duly executed by all parties thereto.

(h)  Guarantor Accession Agreements duly executed by each of UPC Nederland N.V.,
     Stipdon Investments B.V. and Cable Networks Austria Holding B.V..

7.   Financial information

(a)  Audited consolidated financial statements for UPC for the financial year
     ending 31st December, 1999.

(b)  The Original Borrower Group Financial Statements, together with the
     financial statements of the Borrower Group for the Accounting Period ended
     30th June, 2000.

(c)  The Consultant's Report.

(d)  A certificate from a director of UPC Distribution confirming that as at the
     first Utilisation Date (following the first Utilisation) Borrower Group
     Capitalisation will be equal to the figure specified in Clause 17.2(h).

8.   Other documents

(a)  Copies of the Material Contracts listed in Schedule 11 (Material
     Contracts).

(b)  A copy of (and of all applications for) any and all approvals, consents,
     licences, exemptions and other requirements of governmental and other
     authorities required for the entering into or performance of the Finance
     Documents to be entered into on or about the Signing Date by each party.

(c)  Restricted Person's Framework Agreement and Obligors' Framework Agreement,
     in each case duly executed by all parties thereto.
<PAGE>

                                      138

                                    PART II

                  TO BE DELIVERED BY AN ADDITIONAL GUARANTOR


1.   A Guarantor Accession Agreement, duly executed as a deed (or using any
     equivalent necessary formality, in the case of an Additional Guarantor
     incorporated outside the United Kingdom) by the Additional Guarantor.

2.   In the case of an Additional Guarantor (other than any UPC Distribution
     Holdco), a pledge over all the issued shares of the Additional Guarantor
     owned by any member of the Borrower Group in substantially the same form as
     a share pledge already granted to the Security Agent over shares of another
     Obligor incorporated in the same jurisdiction as the Additional Guarantor
     or in such other form as the Security Agent may reasonably require,
     together with a Security Provider's Deed of Accession executed by such
     member of the Borrower Group, such notices and other documents as the
     Security Agent may require to perfect such share pledge.

3.   Details of:

     (a)  (in the case of an Additional Guarantor, other than any UPC
          Distribution Holdco) all material receivables (aggregating 10,000,000
          (or its equivalent in other currencies) or more) which are owed to the
          Additional Guarantor by chello broadband N.V. or Priority Telecom
          N.V.;

     (b)  (in the case of, an Additional Guarantor, other than UPC Distribution
          Holdco) all intercompany loans owed to the Additional Guarantor by any
          member of the Borrower Group, together with an Obligor Pledge of
          Shareholder Loans executed by the Additional Guarantor in respect of
          such intercompany loans and the other documents referred to in Clause
          16.14(a) (Restrictions on Financial Indebtedness); and

     (c)  where the Additional Guarantor will become a UPC Distribution Holdco
          at the same time as, or after, it becomes an Additional Guarantor,
          details of all Financial Indebtedness owing to the Additional
          Guarantor by any member of the Borrower Group, together with a Pledge
          of Subordinated Shareholder Loans executed by the Additional Guarantor
          in respect of such Financial Indebtedness and the other documents
          referred to in Clause 16.25(a) (Shareholder Loans).

     (d)  (in the case of an Additional Guarantor, other than any UPC
          Distribution Holdco) all Financial Indebtedness owing by the
          Additional Guarantor to any Restricted Person, together with a Pledge
          of Subordinated Shareholder Loans executed by the relevant Restricted
          Person(s) (if any) in respect of such Financial Indebtedness and the
          other documents referred to in Clause 16.25(a) (Shareholder Loans).

4.   A pledge over such of the receivables referred to in paragraph 3(a) above
     (in the case of an Additional Guarantor, other than any UPC Distribution
     Holdco) as in the opinion of the Security Agent is necessary to maintain
     the coverage of the Security Documents over such receivables owed to the
     Borrower Group on a basis consistent with Clause 16.26 (Further Security
     over receivables) in substantially the same form as a receivables pledge
     already granted to the Security Agent (i) by a member of the Borrower Group
     incorporated in the same jurisdiction as the Additional Guarantor or (ii)
     in respect of receivables located in the same jurisdiction as the relevant
     receivables or (iii) in such other form as the Security Agent
<PAGE>

                                      139

     may reasonably request, together with all such notices and other documents
     as the Security Agent may require to perfect the receivables pledge.

5.   A copy of the memorandum and articles of association and certificate of
     incorporation (or other equivalent constitutional documents) of the
     Additional Guarantor (and any Subsidiary of the Additional Guarantor (a
     "Relevant Subsidiary"), the issued shares of which are to be subject to a
     share pledge referred to in paragraph 6 below).

6.   (a)  Where the Additional Guarantor will become a UPC Distribution Holdco
          at the same time as, or after, it becomes an Additional Guarantor, a
          pledge over all the issued shares of UPC Distribution substantially in
          the same form as a share pledge already granted to the Security Agent
          over shares of UPC Distribution or in such other form as the Security
          Agent may reasonable require, together with such notices and other
          documents as the Security Agent may require to perfect such share
          pledge.

     (b)  In the case of an Additional Guarantor (other than New UPC
          Distribution Holdco), Stipdon Investments B.V., Cable Networks Austria
          Holding B.V. or UPC Nederland N.V., a pledge over all the issued
          shares of any Subsidiary (a "Relevant Subsidiary") of the Additional
          Guarantor (other than shares not owned by the Additional Guarantor or
          any Subsidiary of the Additional Guarantor) if in the opinion of the
          Security Agent such pledge is necessary to maintain the coverage of
          the Security Documents over shares in Obligors (other than UPC Holding
          and any other UPC Distribution Holdco) or other key members of the
          Borrower Group (being holding companies in respect of one or more
          members of the Borrower Group which carry on business in a particular
          jurisdiction). Such share pledge shall be in substantially the same
          form as a Share Pledge already granted to the Security Agent over
          shares in a person incorporated in the same jurisdiction as the
          Relevant Subsidiary or in such other form as the Security Agent may
          reasonably require, together with such notices and other documents as
          the Security Agent may require to perfect such pledge.

7.   A copy of a resolution of the board of directors of the Additional
     Guarantor:

     (a)  approving the terms of, and the transactions contemplated by, the
          Guarantor Accession Agreement (and any relevant Security Document
          referred to in paragraphs 2, 3, 4 or 6 above (each an "Additional
          Security Document") resolving that it execute the Guarantor Accession
          Agreement (and each Additional Security Document);

     (b)  authorising a specified person or persons to execute the Guarantor
          Accession Agreement and each Additional Security Document; and

     (c)  authorising a specified person or persons, on its behalf, to sign
          and/or despatch all documents to be signed and/or despatched by it
          under or in connection with the Finance Documents.

8.   A copy of any other authorisation or other document, opinion or assurance
     which the Facility Agent reasonably considers to be necessary in connection
     with the entry into and performance of, and the transactions contemplated
     by, the Guarantor Accession Agreement or any Additional Security Document.

9.   A specimen of the signature of each person authorised by the resolution
     referred to in paragraph 7 above.
<PAGE>

                                      140

10.  A certificate of an authorised signatory of the Additional Guarantor
     certifying that each copy of the documents specified in Part II of this
     Schedule 2 and provided by it is a true copy and in full force and effect
     as at a date no earlier than the date of the Guarantor Accession Agreement
     (and, in the case of an Additional Guarantor other than any UPC
     Distribution Holdco, if required by the Facility Agent, a certificate of
     each Relevant Subsidiary in respect of each copy of the documents provided
     by it in accordance with the provisions of Part II of Schedule 2).

11.  A copy of the latest financial statements (audited, if available) of the
     Additional Guarantor.

12.  A legal opinion of legal advisers to the Facility Agent, and, if
     applicable, other lawyers approved by the Facility Agent in the place of
     incorporation of the Additional Guarantor (and/or each Relevant Subsidiary)
     addressed to the Finance Parties.

13.  All other notices, documents and other steps required to perfect the
     security constituted by each Additional Security Document (including,
     without limitation, accession to, or entry into (as the case may be), by:

     (a)  the relevant Additional Guarantor (and any member of the Borrower
          Group which is an intercompany debtor in respect of the Additional
          Guarantor) of an Obligors' Framework Agreement; or

     (b)  as the case may be, the relevant Restricted Person referred to
          paragraph 3(d) above (and the Additional Guarantor) of a Restricted
          Person's Framework Agreement.
<PAGE>

                                      141

                                   SCHEDULE 3

                            MANDATORY COST FORMULAE


1.   The Mandatory Cost is an addition to the interest rate to compensate
     Lenders 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 all or any of its functions) or (b) the
     requirements of the European Central Bank.

2.   On the first day of each Interest Period (or as soon as possible
     thereafter) the Facility Agent shall calculate, as a percentage rate, the
     arithmetic mean (rounded up, if necessary, to four decimal places) of the
     respective rates notified by each Reference Bank to the Facility Agent at
     its request as the rate resulting from the application of the formulae set
     out in paragraphs 3 and 4 below (the "Additional Cost Rate").

3.   The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating Member State will be calculated in accordance with paragraph
     2 above by reference to the percentage rate notified by each Reference Bank
     to the Facility Agent as the cost of complying with the minimum reserve
     requirements of the European Central Bank.

4.   The Additional Cost Rate for any Lender lending from a Facility Office in
     the United Kingdom will be calculated in accordance with paragraph 2 above
     as follows:

     (a)  in relation to a Sterling Advance:

          AB+C(B-D)+Ex0.01
          ----------------per cent. per annum
              100-(A+C)

     (b)  in relation to an Advance in any currency other than sterling:

          EX0.01
          ------per cent. per annum.
           300

     Where:

     A    is the percentage of Eligible Liabilities (assuming these to be in
          excess of any stated minimum) which that Reference Bank is from time
          to time required to maintain as an interest-free cash ratio deposit
          with the Bank of England to comply with cash ratio requirements;

     B    is the percentage rate of interest (excluding the Margin and the
          Mandatory Cost) payable for the relevant Interest Period on the
          Advance;

     C    is the percentage (if any) of Eligible Liabilities which that
          Reference Bank is required from time to time to maintain as interest-
          bearing Special Deposits with the Bank of England;

     D    is the percentage rate per annum payable by the Bank of England to the
          Facility Agent on interest-bearing Special Deposits;
<PAGE>

                                      142

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

5.   For the purposes of this Schedule:

     (a)     "Eligible Liabilities" and "Special Deposits" have the meanings
             given to them from time to time under or pursuant to the Bank of
             England Act 1998 or (as may be appropriate) by the Bank of England;

     (b)     "Fees Regulations" means the Banking Supervision (Fees) Regulations
             1999 or such other law or regulation as may be in force from time
             to time in respect of the payment of fees for banking supervision;
             and

     (c)     "Fee Base" has the meaning given to it, and will be calculated in
             accordance with, the Fees Regulations.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages (i.e. 5 per cent. will be included in the formula
     as 5 and not as 0.05). A negative result obtained by subtracting D from B
     shall be taken as zero. The resulting figures shall be rounded to four
     decimal places.

7.   Each Reference Bank shall use reasonable endeavours to supply to the
     Facility Agent on request the percentage rate per annum so calculated by it
     on any date. If any Reference Bank does not do so on request of the
     Facility Agent, the Facility Agent shall determine the relevant Mandatory
     Costs on the basis of the quotation supplied by the remaining Reference
     Banks. If no, or only one, Reference Bank supplies a quotation on request
     of the Facility Agent, then the Mandatory Costs will be the percentage rate
     per annum stated by the Facility Agent to be the Additional Cost Rate
     applicable to it.

8.   The Facility Agent shall have no liability to any person if such
     determination results in an Additional Cost Rate which over or under
     compensates any Lender and shall be entitled to assume that the information
     provided by any Reference Bank pursuant to paragraph 3 above is true and
     correct in all respects.

9.   Any determination by the Facility Agent pursuant to this Schedule in
     relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
     amount payable to a Lender shall, in the absence of manifest error, be
     conclusive and binding on all Parties.

10.  The Facility Agent may from time to time, after consultation with UPC
     Distribution and the Lenders, determine and notify to all Parties any
     amendments which are required to be made to this Schedule in order to
     comply with any change in law, regulation or any requirements from time to
     time imposed by the Bank of England, the Financial Services Authority or
     the European Central Bank (or, in any case, any other authority which
     replaces all or any of its functions) and any such determination shall, in
     the absence of manifest error, be conclusive and binding on all Parties.
<PAGE>

                                      143

                                  SCHEDULE 4

                    FORM OF REQUEST AND CANCELLATION NOTICE

                                    PART I

                                FORM OF REQUEST


To:            [                 ]

Attention:     [          ]

From:          [Borrower]                         Date: [         ]

                               REQUEST (ADVANCE)
     UPC Distribution Holding B.V. - (Euro)3,500,000,000 and US$347,500,000 and
95,000,000 Term and Revolving Credit Agreement dated [                ], 2000

Dear Sirs,

We hereby give you notice pursuant to Clause 5.1 (Delivery of Request) of the
above Credit Agreement that we require an Advance to be made to that Borrower
under the Credit Agreement, as follows:

(a)  Facility:          [A, B, C1 or C2]

(b)  Utilisation Date:  [                 ]

(c)  Requested Amount:  [                 ]

(d)  Currency:          [                   ]

(e)  Interest Period:   [                   ]

Payment instructions with respect to the proceeds of the Advance to be made in
relation to this Request are as follows: [             ].

We confirm that each condition specified in Clause 4.2 (Further conditions
precedent) is satisfied on the date of this Request.

Terms used in this Request and defined in the Credit Agreement have the same
meaning in this Request as in the Credit Agreement.

                           Yours faithfully

                        [Authorised Signatory]

                              [Borrower]
<PAGE>

                                      144

                                    PART II

                 FORM OF CANCELLATION AND/OR PREPAYMENT NOTICE


To:    [   ] as Facility Agent

From:  [BORROWER]

                                                                Date:  [       ]

     UPC Distribution Holding B.V. - (Euro)3,500,000,000 and US$347,500,000 and
95,000,000 Term and Revolving Credit Agreement dated [                ], 2000


1.     [We wish to cancel a portion of Total Facility A Commitments*
       and/or* Total Facility B Commitments* and/or* Total Facility C
       Commitments* in the following amounts:

       Cancellation:

       Total Facility A Commitments:   [       ]*

       Total Facility B Commitments:   [       ]*

       Total Facility C1 Commitments:  [       ]*

       Total Facility C2 Commitments:  [       ]*

                                      OR

       [We wish to prepay the whole or part of the following Advances which are
       to be applied against the Facilities in the following order:

(a)    Facilities:

       Facility A Advance:   [          ]*

       Facility B Advance:   [          ]*

       Facility C1 Advance:  [          ]*

       Facility C2 Advance:  [          ]*


(b)    Application of Advance[s]:

       Facility A:     [          ]*
______________________
*      Delete as appropriate.
<PAGE>

                                      145

       Facility B:     [          ]*

       Facility C1:    [          ]*

       Facility C2:    [          ]*

2.     Terms defined in the above Credit Agreement have the same meaning in this
       notice.

[By:

[BORROWER]
Authorised Signatory
<PAGE>

                                      146

                                  SCHEDULE 5

                         FORMS OF ACCESSION DOCUMENTS

                                    PART I

                             NOVATION CERTIFICATE


To:    [   ] as Facility Agent

From:  [THE EXISTING LENDER] and [THE NEW LENDER]                 Date: [      ]

     UPC Distribution Holding B.V. - (Euro)3,500,000,000 and US$347,500,000 and
95,000,000 Term and Revolving Credit Agreement dated [                ], 2000

We refer to Clause 26.3 (Procedure for novations) of the Credit Agreement and
Clause 9.3 (Transfers by the Lenders) of the Security Deed]. Terms defined in
the Credit Agreement have the same meaning in this Novation Certificate.

1.     We [    ] (the "Existing Lender") and [     ] (the "New Lender") agree
       to the Existing Lender and the New Lender novating all the Existing
       Lender's rights and obligations referred to in the Schedule in accordance
       with Clause 26.3 (Procedure for novations) of the Credit Agreement and
       Clause 9.3 (Transfers by the Lenders) of the Security Deed].

2.     The specified date for the purposes of Clause 26.3(c) (Procedure for
       novations) is [date of novation].

3.     The Facility Office and address for notices of the New Lender for the
       purposes of Clause 32.2 (Addresses for notices) are set out in the
       Schedule.

4.     This Novation Certificate is governed by English law.


                                 THE SCHEDULE

                     Rights and obligations to be novated

[Details of the rights and obligations of the Existing Lender to be novated.]

[New Lender]

[Facility Office                  Address for notices]
[Existing Lender]                 [New Lender]                       [        ]
By:                               By:                                By:
Date:                             Date:                              Date:
<PAGE>

                                      147

                                    PART II

                         GUARANTOR ACCESSION AGREEMENT


To:    [   ] as Facility Agent and [     ] as Security Agent

From:  [PROPOSED GUARANTOR]

                                                                  Date: [      ]

     UPC Distribution Holding B.V. -(Euro) 3,500,000,000 and US$347,500,000 and
95,000,000 Term and Revolving Credit Agreement dated [                ], 2000

We refer to Clause 26.4 (Additional Guarantors). Terms defined in the Credit
Agreement have the same meaning in this Deed.

We, [name of company] of [Registered Office] (Registered no. [         ]) agree:

(a)    to become an Additional Guarantor and to be bound by the terms of the
       Credit Agreement as an Additional Guarantor in accordance with Clause
       26.4 (Additional Guarantors); and

(b)    to become a party to the Security Deed as a Charging Entity and to
       observe, perform and be bound by the terms and provisions of the Security
       Deed in the capacity of a Charging Entity in accordance with Clause 9.6
       (Charging Entities) of the Security Deed.

Our address for notices for the purposes of Clause 32.2 (Addresses for notices)
is:

[




                         ]

This Deed is governed by English law.



Executed as a deed by    )  Director

[PROPOSED GUARANTOR]     )

acting by                )  Director/Secretary

and                      )
<PAGE>

                                      148

                                  SCHEDULE 6

                    FORM OF LMA CONFIDENTIALITY UNDERTAKING

                    LMA CONFIDENTIALITY LETTER (PURCHASER)
                        [Letterhead of Existing Lender]


To:

====================================================
                                                     [insert name of New Lender]





====================================================


Re:              The Facility

====================================================
 Borrowers:
 Amount:
 Agent:

====================================================


Dear Sirs

We understand that you are considering participating in the Facility. In
consideration of us agreeing to make available to you certain information, by
your signature of a copy of this letter you agree as follows:

1.     Confidentiality Undertaking You undertake:

(a)    to keep the Confidential Information confidential and not to disclose it
       to anyone except as provided for by paragraph 2 below and to ensure that
       the Confidential Information is protected with security measures and a
       degree of care that would apply to your own confidential information;

(b)    to keep confidential and not disclose to anyone the fact that the
       Confidential Information has been made available or that discussions or
       negotiations are taking place or have taken place between us in
       connection with the Facility;

(c)    to use the Confidential Information only for the Permitted Purpose;

(d)    to use all reasonable endeavours to ensure that any person to whom we
       pass any Confidential Information (unless disclosed under paragraph 2(b)
       below) acknowledges and complies with the provisions of this letter as if
       that person were also a party to it; and

(e)    not to make enquiries of any member of the Borrower Group or any of their
       officers, directors, employees or professional advisers relating directly
       or indirectly to the Facility.
<PAGE>

                                      149

2.     Permitted Disclosure We agree that you may disclose Confidential
       Information:

       (a)  to members of the Participant Group and their officers, directors,
            employees and professional advisers to the extent necessary for the
            Permitted Purpose and to any auditors of members of the Participant
            Group;

       (b)  (i) where requested or required by any court of competent
            jurisdiction or any competent judicial, governmental, supervisory or
            regulatory body, (ii) where required by the rules of any stock
            exchange on which the shares or other securities of any member of
            the Participant Group are listed or (iii) where required by the laws
            or regulations of any country with jurisdiction over the affairs of
            any member of the Participant Group.

       (c)  with the prior written consent of us and the Borrower.


3.     Notification of Required or Unauthorised Disclosure You agree (to the
       extent permitted by law) to inform us of the full circumstances of any
       disclosure under paragraph 2(b) or upon becoming aware that Confidential
       Information has been disclosed in breach of this letter.

4.     Return of Copies If we so request in writing, you shall return all
       Confidential Information supplied to you by us and destroy or permanently
       erase all copies of Confidential Information made by you and use all
       reasonable endeavours to ensure that anyone to whom you have supplied any
       Confidential Information destroys or permanently erases such Confidential
       Information and any copies made by them, in each case save to the extent
       that you or the recipients are required to retain any such Confidential
       Information by any applicable law, rule or regulation or by any competent
       judicial, governmental, supervisory or regulatory body or in accordance
       with internal policy, or where the Confidential Information has been
       disclosed under paragraph 2 (b) above.

5.     Continuing Obligations The obligations in this letter are continuing and,
       in particular, shall survive the termination of any discussions or
       negotiations between you and us. Notwithstanding the previous sentence,
       the obligations in this letter shall cease (a) if you become a party to
       or otherwise acquire (by assignment or sub-participation) an interest,
       direct or indirect, in the Facility or (b) twelve months after we have
       returned all Confidential Information supplied to you by us and destroyed
       or permanently erased all copies of Confidential Information made by you
       (other than any such Confidential Information or copies which have been
       disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or
       which, pursuant to paragraph 4 above, are not required to be returned or
       destroyed).

6.     No Representation; Consequences of Breach, etc You acknowledge and agree
       that:

       (a)  neither we nor any of our officers, employees or advisers (each a
            "Relevant Person") (i) make any representation or warranty, express
            or implied, as to, or assume any responsibility for, the accuracy,
            reliability or completeness of any of the Confidential Information
            or any other information supplied by us or any member of the
            Borrower Group or the assumptions on which it is based or (ii) shall
            be under any obligation to update or correct any inaccuracy in the
            Confidential Information or any other information supplied by us or
            any member of the Borrower Group or be otherwise liable to you or
            any other person in respect to the Confidential Information or any
            such information; and
<PAGE>

                                      150

       (b)  we or members of the Borrower Group may be irreparably harmed by the
            breach of the terms of this letter and damages may not be an
            adequate remedy; each Relevant Person or member of the Borrower
            Group may be granted an injunction or specific performance for any
            threatened or actual breach of the provisions of this letter by you.

7.     No Waiver; Amendments, etc. This letter sets out the full extent of our
       obligations of confidentiality owed to us in relation to the information
       the subject of this letter. No failure or delay in exercising any right,
       power or privilege under this letter will operate as a waiver thereof nor
       will any single or partial exercise of any right, power or privilege
       preclude any further exercise thereof or the exercise of any other right,
       power or privileges under this letter. The terms of this letter and your
       obligations under this letter may only be amended or modified by written
       agreement between us.

8.     Inside Information We acknowledge that some or all of the Confidential
       Information is or may be price-sensitive information and that the use of
       such information may be regulated or prohibited by applicable legislation
       relating to insider dealing and you undertake not to use any Confidential
       Information for any unlawful purpose.

9.     Nature of Undertakings The undertakings given by you under this letter
       are given to us and (without implying any fiduciary obligations on our
       part) are also given for the benefit of the Borrower and each other
       member of the Borrower Group.

11.    Third party rights

       (a)  Subject to paragraph 6 and paragraph 9 the terms of this letter may
            be enforced and relied upon only by you and us and the operation of
            the Contracts (Rights of Third Parties) Act 1999 is excluded.

       (b)  Notwithstanding any provisions of this letter, the parties to this
            letter do not require the consent of any Relevant Person or any
            member of the Borrower Group to rescind or vary this letter at any
            time.

1.     Governing Law and Jurisdiction This letter (including the agreement
       constituted by your acknowledgement of its terms) shall be governed by
       and construed in accordance with the laws of England and the parties
       submit to the non-exclusive jurisdiction of the English courts.

2.     Definitions In this letter (including the acknowledgement set out below):

       "Borrower Group" means UPC Distribution and each of its holding companies
       and subsidiaries and each subsidiary of each of its holding companies (as
       each such term is defined in the Companies Act 1985);

       "Confidential Information" means any information relating to a Borrower,
       the Borrower Group, the Facility including, without limitation, the
       information memorandum provided to you by us or any of our affiliates or
       advisers, in whatever form, and includes information given orally and any
       document, electronic file or any other way of representing or recording
       information which contains or is derived or copied from such information
       but excludes information that (a) is or becomes public knowledge other
       than as a direct or indirect result of any breach of this letter or (b)
       is known by you before the date the information is disclosed to you by us
       or any of our affiliates or advisers or is lawfully obtained by you
       thereafter, other than from a source which is connected with the Borrower
       Group and which, in either case, as
<PAGE>

                                      151

       far as you are aware, has not been obtained in violation of, and is not
       otherwise subject to, any obligation of confidentiality;

       "Participant Group" means us, each of your holding companies and
       subsidiaries and each subsidiary of each of your holding companies (as
       each such term is defined in the Companies Act 1985).

       "Permitted Purpose" means considering and evaluating whether to enter
       into the Facility; and

       Please acknowledge your agreement to the above by signing and returning
       the enclosed copy.

       Yours faithfully

       .....................

       For and on behalf of

       [Arranger]

       To:  [Existing Lender]

            The Borrower and each other member of the Borrower Group

            We acknowledge and agree to the above:

       .....................

       For and on behalf of

       [New Lender]
<PAGE>

                                      152

                                  SCHEDULE 7

                              SECURITY DOCUMENTS


1.     Each share pledge given in favour of the Security Agent in the agreed
       form by:

       (a)  UPC Distribution Holdco in respect of its interest in the share
            capital of UPC Distribution;

       (b)  UPC Distribution Holdco in respect of its interest in the share
            capital of UPC Holding II;

       (c)  UPC Distribution in respect of its interest in the share capital of
            each Guarantor which is a Subsidiary of UPC Distribution;

       (d)  UPC Scandinavia Holding B.V. in respect of its interest in the share
            capital of UPC Norge AS;

       (e)  UPC Scandinavia Holding B.V. and Cable Networks Austria Holding B.V.
            in respect of their respective interests in the share capital of UPC
            Belgium SA;

       (f)  UPC Scandinavia Holding B.V. in respect of its interest in the share
            capital of NBS Nordic Broadband Services AB;

       (g)  Stipdon Investments B.V. in respect of its interest in the share
            capital of UPC Czech Holding B.V.;

       (h)  Stipdon Investments B.V. in respect of its interest in the share
            capital of UPC Slovakia Holding B.V.;

       (i)  Stipdon Investments B.V. in respect of its interest in the share
            capital of UPC Romania Holding B.V.; and

       (j)  Stipdon Investments B.V. in respect of its interests in the share
            capital of Telekabel Hungary N.V.

2.     Pledge by each of UPC Distribution Holdco and UPC Holding II of its
       partnership interest in the US Borrower.

3.     (i)  Obligor Pledge of Shareholder Loans between UPC Distribution Holding
       B.V., UPC Scandinavia Holding B.V., UPC France Holding B.V. Stipdon
       Investments B.V., UPC Nederland N.V., Cable Network Austria Holding B.V.
       and UPC Financing Partnership and the Security Agent;

       (ii) Pledge of Subordinated Shareholder Loans between UPC Holding and the
            Security Agent/1/.
<PAGE>

                                      153

                                  SCHEDULE 8

                          RELEVANT SECURITY INTERESTS


(A)    Security granted in connection with the loan agreement between N.V.
       Telekabel as Borrower, Bank of America International Limited, Citibank,
       N.A., Deutsche Bank AG London, Meespierson N.V. and Paribas as Arrangers
       and others, dated 10th March, 1999 (the "N.V. Telekabel Facility").

(B)    Security granted in connection with credit facility agreement between
       Cable Network Brabant Holding B.V. as Borrower and Cooperatieve Centrale
       Raiffeisen-Boerenleenbank B.A. as Agent and Initial Lender, dated 20th
       February, 1998, as amended.

(C)    Security granted in connection with bridge facility agreement between
       A2000 Holding N.V., Kabeltelevisie Amsterdam B.V. and A2000 Hilversum
       B.V. as Borrowers and Cooperatieve Centrale Raiffeisen-Boerenleenbank
       B.A. as Arranger and Agent, dated 15th December, 1999 (the "A2000
       Facility").

(D)    Security granted in connection with revolving loan facility agreement for
       NLG90,000,000 between GelreVision Holding B.V. as Borrower, MeesPierson
       N.V. as Arranger, Facility Agent and Security Agent and others, dated
       17th November, 1999;

(E)    Security granted in connection with facility agreement for
       (Euro)250,000,000 between UPC France S.A. and Mediareseaux S.A. as
       Borrowers, Paribas, Credit Lyonnais S.A and ING Barings as Joint
       Arrangers, Videopole S.A., Citereseau S.A. and InterComm France Holding
       S.A. as Original Guarantors and Paribas as Facility Agent and Security
       Agent, dated 7th April, 2000 (the "Mediareseaux Facility");

(F)    Security granted in connection with revolving credit facility agreement
       for (Euro)500,000,000 between UPC Nederland N.V. as Borrower, Chase
       Manhattan plc and Toronto Dominion Bank Europe Limited as Arrangers, The
       Chase Manhattan Bank and The Toronto-Dominion Bank as Original Lenders
       and Toronto Dominion Bank Europe Limited as Agent, dated 9th June, 2000.

(G)    Security granted in connection with loan and note issuance agreement for
       up to (Euro)1,000,000,000 between UPC Facility BV, TeleKabel Wien GmbH
       and Janco Multicom A/S as Borrowers, the banks, guarantors and arrangers
       named therein and The Toronto-Dominion Bank as Agent and Security Agent,
       dated 27th July, 1999 (the "UPCF Facility").

(H)    Security granted in connection with the Loan agreement and working
       capital facility for up to KC 510,000,000 between, among others,
       Dottelkabel A.S. as Borrower, De Nationale Investerings - bank N.V. as
       Facility Agent and Lenders and Creditanstalt A.S. as Working Capital Bank
       and Lender, dated 16th June, 1998 and June 1998 respectively.
<PAGE>

                                      154

                                  SCHEDULE 9

                        RELEVANT FINANCIAL INDEBTEDNESS

1.     Loan agreement for up to NLG340,000,000 between N.V. Telekabel as
       Borrower, Bank of America International Limited, Citibank, N.A., Deutsche
       Bank AG London, MeesPierson N.V. and Paribas, as Arrangers and others,
       dated 10th March, 1999;

2.     Credit facility agreement between Cable Network Brabant Holding B.V. as
       Borrower and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. as
       Agent and Initial Lender, dated 20th February, 1998, as amended;

3.     Bridge facility agreement between A2000 Holding N.V., Kabeltelevisie
       Amsterdam B.V. and A2000 Hilversum B.V. as Borrowers and Cooperatieve
       Centrale Raiffeisen-Boerenleenbank B.A. as Arranger and Agent, dated 15th
       December, 1999;

4.     Revolving loan facility agreement for NLG90,000,000 between Gelrevision
       Holding B.V. as Borrower, MeesPierson N.V. as Arranger, Facility Agent
       and Security Agent and others, dated 17th November, 1999;

5.     Facility agreement for (Euro)250,000,000 between UPC France S.A. and
       Mediareseaux S.A. as Borrowers, Paribas, Credit Lyonnais S.A. and ING
       Barings as Joint Arrangers, Videopole S.A., Citereseau S.A. and InterComm
       France Holding S.A. as Original Guarantors and Paribas as Facility Agent
       and Security Agent, dated 7th April, 2000;

6.     Revolving credit facility agreement for (Euro)500,000,000 between UPC
       Nederland N.V. as Borrower, Chase Manhattan plc and Toronto Dominion Bank
       Europe Limited as Arrangers, The Chase Manhattan Bank and The Toronto-
       Dominion Bank as Original Lenders and Toronto Dominion Bank Europe
       Limited as Agent, dated 9th June, 2000;

7.     Loan and note issuance agreement for up to (Euro)1,000,000,000 between
       UPC Facility B.V., TeleKabel Wien GmbH and Janco Multicom A/S as
       Borrowers, the banks, guarantors and arrangers named therein and The
       Toronto-Dominion Bank as Agent and Security Agent, dated 27th July, 1999;
       and

8.     Loan Agreement and working capital facility for up to KC510,000,000
       between, among others Dattelkabel A.S. as Borrower, De Nationale
       Investeringsbank N.V. as Facility Agent and Lender and Creditanstalt A.S.
       as Working Capital Bank and Lender, dated 16th June, 1998 and June 1998
       respectively.
<PAGE>

                                      155

                                  SCHEDULE 10

                            BORROWER GROUP STRUCTURE

                                     PART I

                    Borrower Group** as at the Signing Date






                      [ORGANISATIONAL CHART APPEARS HERE]


_____________________
*    All the asterisked entities are not part of the Borrower Group at the
Signing Date. These entities figure on the chart for the sake of clarification.

**   Although not specifically listed, the Borrower Group at the signing date
includes Subsidiaries of all Borrower Group entities shown above.
<PAGE>

                                      156

                                    PART II

           Borrower Group** following Completion of the Restructuring



                      [ORGANISATIONAL CHART APPEARS HERE]


*    All the asterisked entities are not part of the Borrower Group at the
Signing Date. These entities figure on the chart for the sake of clarification.

**   Although not specifically listed, this chart includes Subsidiaries of the
listed entities which will be members of the Borrower Group following the
Restructuring.
1.     One share in UPC Belgium S.A. will be held by Cable Network Austria
Holding B.V. following the Restructuring.
<PAGE>

                                      157

                                  SCHEDULE 11



                              MATERIAL CONTRACTS

                                    PART I

                            INTERCONNECT AGREEMENTS



Note:  The documents relating to Romanian entities on this list represent the
----
       best efforts to provide a complete list but are unlikely to include every
       document that conforms to the required description.


1.     Austria


       (a)  chello Franchise Agreement dated 30 June 1999 between chello
            Broadband N.V. and Telekabel Wien. (In English and in German).

       (b)  Zusatzvereinbarung (additional agreement) dated 29 June 1999 among
            chello Broadband N.V., Telekabel Wien and KTV-Wien. (In English and
            German).

       (c)  Interconnection Agreement, dated 15 December 1998, between Telekabel
            Wien and Citykom Austria Telekommunikation GmbH.

       (d)  Interconnection Agreement, dated 26 February 1999, between Connect
            Austria Gesellschaft fur Telekommunikation GmbH and Telekabel Wien.

       (e)  Interconnection Agreement, dated 3 February 2000, between CyberTron
            Telekom AG and Telekabel Wien.

       (f)  Reciprocal Telecommunications Services Agreement, dated 30 September
            1999, between FaciliCom International GmbH and Telekabel Wien.

       (g)  Interconnection Agreement, dated 28 October 1998, between max.mobil.
            Telekommunikation Service GmbH and Telekabel Wien.

       (h)  International Service Agreement, dated 30 May 2000, between MCI
            WorldCom Telecommunication Services Austria GmbH and Telekabel Wien
            GmbH Priority Telecom.
<PAGE>

                                      158

     (i)  Interconnection Agreement, dated 23 October 1998, between Mobilkom
          Austria AG and Telekabel Wien.

     (j)  Interconnection Agreement, dated 8 May 2000, between Telekabel Wien
          and Netway AG.

     (k)  Interconnection Agreement, dated 14 April 2000, between Priority
          Telecom and Raiffeisen Datennetz Ges.m.b.H.

     (l)  Interconnection Agreement, dated 18 May 2000, between RSL COM Austria
          AG and Telekabel Wien.

     (m)  Interconnection Agreement, dated 25 April 2000, between tele.ring
          Telekom Service GmbH and Telekabel Wien.

     (n)  Interconnection Agreement, dated 27 November 1998, between Telekabel
          Wien and tele.ring Telekom Service GmbH & Co KG.

     (o)  Interconnection Agreement, dated 2 December 1999, between Telekom
          Austria Aktiengesellschaft and Telekabel Wien.


2.   Belgium


     (a)  Summarized Term Sheet for the Franchise Agreement between chello
          broadband N.V. ("chello") and UPC Belgium S.A., dated 18 May 2000.



3.   Czech Republic
-----------


     (a)  Interconnection Agreement, dated 12 December 1995, between Kabel Plus
          a.s. and SPT Telecom a.s. as amended in 1996, 1997, 1998, 1999 and
          2000 concerning the interconnection of telecommunication equipment and
          networks in Liberec.

     (b)  Interconnection Agreement, dated  9 May 2000, between KabelPlus a.s.
          and GTS Czech Net s.r.o concerning the interconnection of
          telecommunication networks to provide voice services through Internet
          in Liberec.

     (c)  Summarized Term Sheet for the Franchise Agreement between chello and
          Kabel Plus A.S., dated 18 May 2000.
<PAGE>

                                      159

4.   France


     (a)  Interconnection Agreement dated 23 November 1998 between RSL COM
          France SA and Mediareseaux Marne SA;

     (b)  Interconnection Agreement dated 5 January 1999 between Telecom
          Development and Mediareseaux Marne SA;

     (c)  Interconnection Agreement dated 16 May 2000 between Telecom
          Developpement SA and Mediareseaux Marne SA;

     (d)  Interconnection Agreement dated 2 June 2000 between France Telecom SA
          and UPC France;

     (e)  Memorandum of Understanding dated 18 February 1998 between chello and
          Mediareseaux Marne.



5.   Hungary


     (a)  Summarized Term Sheet for the Franchise Agreement between chello and
          Monor Telefon Tarsasag RT, dated 18 May 2000.

     (b)  Summarized Term Sheet for the Franchise Agreement between chello and
          UPC Magyarorszag Kft, dated 18 May 2000.

     (c)  Network Contract between MATAV Rt. and Monor Telefon Tarsasag Rt.
          dated 28 September 1994.



6.   The Netherlands
     ---------------


     (a)  Interconnection Agreement, dated 27 January 1997, between PTT Telecom
          B.V. (now known as KPN Telecom B.V.) and A2000 Holding N.V. concerning
          mutual interconnection of their telecommunication infrastructures and
          the telecommunication services provided by way of those
          telecommunication infrastructures (in English).

     (b)  Interconnection Agreement, dated 29 January 1999, between KPN Telecom
          B.V. and United Telekabel Holding N.V. (now known as UPC Nederland
          N.V.) concerning mutual interconnection of their telecommunication
          infrastructures and special network access (in Dutch).
<PAGE>

                                      160

     (c)  Interconnection Agreement, dated 1 July 1997, between PTT Telecom B.V.
          (now known as KPN Telecom B.V.), N.V. Eneco and K&T Netwerkdiensten
          concerning mutual interconnection of their telecommunications
          infrastructure (in Dutch).

     (d)  Wholesale Master Services Agreement, dated February 1999, between
          A2000/Kabeltelevisie Amsterdam B.V. and WorldCom Communications B.V.
          concerning the interconnection of the WorldCom voice switch in
          Amsterdam with the A2000/KTA voice switch in Amsterdam (in English).

     (e)  Bilateral Carrier Services Agreement, dated 23 September 1999, between
          Kabeltelevisie Amsterdam B.V. and Global Telesystems (UK) Ltd.
          concerning connection of their respective networks in order to permit
          the conveyance of telecommunications traffic from their respective
          networks to destinations as specified in the agreement (in English).

     (f)  Agreement, dated June 1999, between Eneco K&T B.V. and bART Internet
          Services concerning Internet services to cable subscribers (in Dutch).

     (g)  Co-operation Agreement, dated July 1998, between Eneco KabelTV &
          Telecom B.V. and Sonera Ltd. concerning fast Internet services to
          cable subscribers (in English).

     (h)  Distribution Agreement, dated 9 July 1999, between Kabel Haarlem B.V.
          and MultiWeb B.V. concerning fast Internet services to cable
          subscribers (in English).

     (i)  Summarized Term Sheet for the Franchise Agreement between chello and
          A2000 Hilversom B.V., dated 18 May 2000.

     (j)  Summarized Term Sheet for the Franchise Agreement between chello and
          Kabetelevisie Amsterdam B.V., dated 18 May 2000.

     (k)  Summarized Term Sheet for the Franchise Agreement between chello and
          K&T Netwerkdiensten B.V., dated 18 May 2000.

     (l)  Summarized Term Sheet for the Franchise Agreement between chello and
          Kabel TV & Telecom B.V., dated 18 May 2000.

     (m)  Summarized Term Sheet for the Franchise Agreement between chello and
          UPC Haarlem B.V., dated 18 May 2000.

     (n)  Summarized Term Sheet for the Franchise Agreement between chello and
          Gelrevision Holding B.V., dated 18 May 2000.

     (o)  Summarized Term Sheet for the Franchise Agreement between chello and
          Cable Network Brabant Holding B.V., dated 18 May 2000.

     (p)  Summarized Term Sheet for the Franchise Agreement between chello and
          N.V. TeleKabel, dated 18 May 2000.
<PAGE>

                                      161

     (q)  Summarized Term Sheet for the Franchise Agreement between chello and
          UPC Oost Gelderland N.V., dated 18 May 2000.

7.   Norway
-----------


     (a)  Summarized Term Sheet for the Franchise Agreement between chello and
          United Pan-Europe Communications Norge AS, dated 18 May 2000.

     (b)  Interconnection Agreement between UPC Norge AS and Telenor Nett for
          1999.

     (c)  Interconnection Agreement between UPC Norge AS and Telenor Nett for
          the year 2000.


8.   Slovak_Republic

     (a)  Summarized Term Sheet for the Franchise Agreement between chello and
          Trnavatel spol. s.r.o., dated 18 May 2000.

     (b)  Summarized Term Sheet for the Franchise Agreement between chello and
          KabelTel s.r.o., dated 18 May 2000.

     (c)  Summarized Term Sheet for the Franchise Agreement between chello and
          UPC Slovensko s.r.o., dated 18 May 2000.

     (d)  Summarized Term Sheet for the Franchise Agreement between chello and
          Kabel Plus Bratislava a.s., dated 18 May 2000.

     (e)  Summarized Term Sheet for the Franchise Agreement between chello and
          Kabel Plus a.s. (Banska Bystrica), dated 18 May 2000. 
<PAGE>
<PAGE>

                                      162

9.   Sweden
     ------



     (a)  Summarized Term Sheet for the Franchise Agreement between chello and
          UPC Sverige AB, dated 18 May 2000.
<PAGE>

                                      163

                                    PART II

                            SHAREHOLDERS' AGREEMENTS

1.    Austria
      -------

     (a)  Syndikatsvereinbarung (shareholders agreement) dated 28 June 1995
          among Osterreichische Philips Industrie GmbH, Cable Networks Austria
          Holding B.V. and Kabel-TV-Wien GmbH. (In English and German).

2.   France
     ------

     (a)  Stockholders Agreement dated 29 February 2000 between Belmarken
          Holding B.V., InterComm France CVOHA, InterComm France II CVOHA and
          Reflex Participants.

3.   The Netherlands

     (a)  Shareholders' Agreement, dated  6 July 1995, among The Municipality of
          Amsterdam, A2000 Holding N.V. and Kabeltelevisie Amsterdam B.V. (in
          English).

4.   Romania
     -------

     (a)  Partnership Agreement between Comtec 2000, Multicanal Holdings S.R.L.
          and Control SA.
<PAGE>

                                      164

                                  SCHEDULE 12

                                    LICENCES

Note:     The documents relating to Romanian entities on this list represent the
-----
          best efforts to provide a complete list but are unlikely to include
          every document that conforms to the required description.

I.        Austrian Licences
          -----------------

          (a)  Telekabel Wien GmbH
               -------------------

               (i)    Gewerbeschein dated 5 November 1981

               (ii)   Gewerbeschein dated 30 October 1979

               (iii)  Konzessionsdekret dated 8 October 1981

               (iv)   Fernmeldebewillingung dated 13 September 1993

               (v)    Wegerechtsbescheid dated 1 March 1978

               (vi)   Gewerbeschein dated 7 May 1999

               (vii)  Bescheid of the Telekom-Control-Kommission dated 9 March
                      1998

               (viii) Zusammenschaltungsbescheid (reference Z 3/98) dated 5
                      October 1998

               (ix)   Zusammenschaltungsbescheid (reference Z33/99-87) dated 17
                      April 2000

               (x)    Mietleitungskonzession dated 9 March 1998

               (xi)   Internetdiensteaufnahmeanzeige dated 10 March 1998

          (b)  Telekabel Graz GmbH
               -------------------

               (i)    Gewerbeschein dated 22 April 1980

               (ii)   Gewerbeschein dated 7 May 1984

               (iii)  Fernmeldebewillingung dated 24 October 1995

               (iv)   Elecktrotechnikergewerbebewillingung dated 30 December
                      1998

          (c)  Telekabel Klagenfurt GmbH
               -------------------------

               (i)    Gewerbeschein dated 10 November 1980

               (ii)   Gewerbeschein dated 16 December 1982

               (iii)  Fernmeldebewillingung dated 17 January 1995

               (iv)   Electrotechnikergewerbebewillingung dated 9 December 1998
<PAGE>

                                      165


          (d)  Telekabel - Fernsehnetz Baden Betriebsgesellschaft  mbH
               -------------------------------------------------------

               (i)  Gewerbeschein dated 4 December 1981

               (ii) Fernmeldebewillingung dated 26 July 1990

          (e)  Telekabel - Fernsehnetz Wiener Newstadt/Neunkirchen
               ---------------------------------------------------
               Betriebsgesellschaft mbH
               ------------------------

               (i)  Gewerbeschein dated 26 June 1984

               (ii) Fernmeldebewillingung dated 25 July 1990

          (f)  chello Broadband Gesellschaft mbH
               ---------------------------------

               (i) Gewerbeschein dated 15 November 1999

II.  Belgian Licences
     ----------------

A.   Cable Television Services
     -------------------------

1.   Flanders area:
     -------------

     (a)  Municipality of Leuven
          ----------------------

          Licence for the establishment and exploitation of a cable-television
          network dated 31 July 1970

     (b)  Municipality of Heverlee and Kessel-Lo
          --------------------------------------

          Licence for the establishment and exploitation of a cable-television
          network dated 4 March 1971

     (c)  Municipality of Herent, Wilsele, Tervuren and Wezembeek-Oppen
          -------------------------------------------------------------

          Licence for the establishment and exploitation of a cable-television
          network dated 13 August 1999

2.   Brussels area:
     -------------

     (a)  Municipality of Schaarbeek
          --------------------------

          Licence for the establishment and exploitation of a cable-television
          network dated 21 October 1969

     (b)  Municipality of Etterbeek
          -------------------------

          Licence, dated 19 May 1969, for the establishment and exploitation of
          a cable-television network, and Franchise Agreement dated 26 May 1997

     (c)  Municipality of Koekelberg
          --------------------------

          Licence for the establishment and exploitation of a cable-television
          network dated  21
<PAGE>

                                      166

          October 1969

     (d)  Municipalities of Jette and Ganshoren
          -------------------------------------

          Licence for the establishment and exploitation of a cable-television
          network dated 6 February 1970

     (e)  Municipality of Sint-Agatha-Berchem
          -----------------------------------

          Licence for the establishment and exploitation of a cable-television
          network dated 22 December 1970

     (f)  Municipality of Vorst
          ---------------------

          Licence for the establishment and exploitation of a cable-television
          network dated 21 December 1970

     (g)  Municipalities of Anderlecht, Oudergem, Brussels, Evere, Elsene, St.-
          --------------------------------------------------------------------
          Jans-Molenbeek, St.-Gillis, St.-Joost-Ten-Noode, Ukkel, Watermaal-
          -----------------------------------------------------------------
          Bosvoorde, St.-Lambrechts-Woluwe and St.-Pieters-Woluwe
          -------------------------------------------------------

          Licence for the establishment and exploitation of a cable-television
          network dated 19 April 1999

     (h)  Municipalities of Schaarbeek and Vorst
          --------------------------------------

          Authorisation to set up a cable link between Schaarbeek and Vorst
          dated 3 January 1978

B.   Telecommunication Services
     --------------------------

     (a)  Licence for the establishment and exploitation of a public
          telecommunication network dated 22 January 1999, covering all the
          Brussels area municipalities and the Flanders area of Beersel,
          Drogenbos, Grimbergen, Kraainem, Linkebeek, Machelen, St.-Pieters-
          Leeuw, Tervuren, Vilvoorde, Wemmel, Wezembeek-Oppem and Zaventem

     (b)  Notification of UPC Belgium, dated 28 March 1997, for the provision of
          an Internet access service over UPC Belgium's network and a letter of
          non-opposition dated 30 May 1997 from the B.I.P.T.

     (c)  Licence for the establishment and exploitation of a voice telephony
          service dated 4 February 2000 covering the whole Belgian territory

III. Czech Licences
     --------------

A.   Kabel Plus a.s.
     ---------------

     (a)  Registration for broadcasting by means of (hard) cable networks,
          issued 5 October 1999 (Rg. 97/99)

     (b)  Registration for broadcasting by means of satellite, valid since 27
          August 1996 (Rg. 58/96)
<PAGE>

                                      167

     (c)  Licence for broadcasting using MMDS, issued 22 June 1999, for the
          territorial scope of Kladno (Ru. 176/99)

     (d)  Licence for broadcasting using MMDS, issued 22 June 1999, for the
          territorial scope of eske Bud jovice (Ru. 177/99)

     (e)  Licence for broadcasting using MMDS, issued 22 June 1999, for the
          territorial scope of Olomouc (Ru. 178/99)

     (f)  Permit of cable/telephony operator issued by The Czech
          Telecommunication Office, valid since 23 October 1995, for the
          installation and operation of part of JTS (telephone services) in
          Liberec (Ref. no. 9083/95-611)

     (g)  Permit of cable/telephony operator issued by The Czech
          Telecommunication Office, valid since 6 May 1996, for the provision of
          data telecommunication services (non-public data network - the whole
          Czech Republic) (Ref. no. 6574/1996 - 611)

     (h)  Permit of cable/telephony operator issued by The Czech
          Telecommunication Office, valid since 18 March 1998, for the lease of
          lines of the whole territory of the Czech Republic (Ref. no. 100
          320/1998)

     (i)  Permit of cable/telephony operator issued by The Czech
          Telecommunication Office, valid since 10 April 1998, for the provision
          of public data telecommunication services for all the territory of the
          Czech Republic (Ref. no. 100 421/98-611)

B.   Kabel Net Holding a.s.
     ----------------------

     (a)  Registration for broadcasting by means of (hard) cable networks,
          issued 4 August 1996 (Rg 68/96)

     (b)  Registration for broadcasting by means of (hard) cable networks,
          issued 4 June 1996 (Rg. 4/96)

     (c)  Licence for broadcasting using MMDS, issued 6 May 1993, for the
          territorial scope of Praha (Ref. 014/93)

     (d)  Licence for broadcasting using MMDS, issued 31 March 1994, for the
          territorial scope of Brno (Ref. 051/93)

C.   Kabel Plus TEL, a.s.
     --------------------

     Permit of cable/telephony operator issued by The Czech Telecommunication
     Office, valid since 2 February 1996, for the installation and operation of
     part of JTS for VMS Litomice and Lovosice (telephone services) (Ref. no.
     15690/95 - 611)

IV.  French Licences
     ---------------

A.   Franchise Agreement
     -------------------

1.   Videopole S.A. and its subsidiaries
     -----------------------------------

     -  Commune d'Albertville, Societe Regionale de Communication;
<PAGE>

                                      168

     -  Commune d'Amberieu-en-Bugey, Videopole;

     -  Commune d'Amfreville-la-Mivoie, Citecable Ouest;

     -  Commune d'Argentan, Videopole;

     -  Commune d'Andrezieux Boutheon, Videopole;

     -  Commune d'Avesnes-sur-Helpe, Videopole;

     -  Commune d'Annonay, Videopole;

     -  Commune de Barby, Videopole;

     -  Commune de Behren-les-Forbach, Videopole;

     -  Commune de Bassens, Videopole;

     -  Commune de Barbaste, CiteCable Regions;

     -  Commune de Belley, Videopole;

     -  Commune de Boulange, Videopole;

     -  Commune de Bourbon-Lancy, Videopole;

     -  Commune de Bousbach, Videopole;

     -  Commune de Bruyeres, EDF Videopole;

     -  Commune de Breibieres, Videopole;

     -  Commune de Boe, CiteCable Regions;

     -  Commune de Blanzat, CiteCable Auvergne;

     -  Commune de Carling et l'Hopital, SERCL;

     -  Commune d'Espalion, Videopole;

     -  Commune de Epinay-sur-Orge, Action Communication Promotions CiteCable;

     -  Commune d'Evron, CiteCable;

     -  Commune de Digoin, Videopole;

     -  Commune de Charleville-Mezieres, Videopole;

     -  Commune d'Aiguillon, Videopole;

     -  Commune de Chateau Rouge-Oberdorff, Regicom SA (Transfer from Regicom to
        Est, Videopole on 31/10/96);
<PAGE>

                                      169

     -  Commune de Chateaubriand, Videopole;

     -  Commune de Cognac, Videopole;

     -  Commune de Chaumont, Societe Regionale de Communication (Avenant
        (absorption SRC par Videopole) on 01/07/94);

     -  Commune de Chavelot, Videopole;

     -  Commune de Cancon, CiteCable Regions;

     -  Commune de Chateau Chinon Ville, CiteCable Regions;

     -  Commune de Challes-les-Eaux, Challes-les-Eaux Videopole;

     -  Commune de Cebazat, CiteCable Auvergne;

     -  Commune de Cluses, Societe Generale de Communication;

     -  Commune de Bourbonnes-les-Bains, Haute-Marne et Meuse MediaCable;

     -  Commune de Desvres, Videopole;

     -  Commune de Darneulles, Videopole;

     -  District de Grand Rodez, Videopole;

     -  Commune de Furemeyer, Videopole;

     -  Commune de Fosses, Videopole;

     -  Commune de Forbach, Videopole;

     -  Commune de Firminy, Societe Regionale de Communication;

     -  Commune de Feurs, Videopole;

     -  Commune de Fecamp, Videopole;

     -  Commune de Figeac, Videopole;

     -  Commune de Girmont, Videopole;

     -  Commune de Gerzat, CiteCable Auvergne;

     -  Commune de Goussainville, CiteCable Goussainville;

     -  Commune de Granges-Narboze, CiteCable Jurassienne;

     -  Commune de Hagetmau, Videopole;

     -  Commune de Jassans Riottier, CiteCable Caladois;
<PAGE>

                                      170

     -  Commune de La Montagne, Videopole;

     -  Commune de La Ravoire, Videopole;

     -  Commune de Lagnieu, Videopole;

     -  Commune de Lavelanet, RDF Videopole;

     -  Commune de Le Cheylard, Videopole;

     -  Commune de Le Quesnoy, Videopole;

     -  Longeville-les-Saint-Avoid, Region Communication Partenariat;

     -  Commune de Longjumeau, Videopole;

     -  Commune de Lons-le-Saunier, Videopole;

     -  Commune de Longuyon, EDF Videopole;

     -  Commune de Les Forges, Videopole;

     -  Commune de Marly-la-Ville, Videopole;

     -  Commune de Marville, Videopole;

     -  Commune de Massieux, Videopole;

     -  Commune de Meudon, Videopole;

     -  District de l'Agglomeration Melunaise, Videopole;

     -  Commune de Mizerieux, Videopole;

     -  Commune de Moirans-en-Montagne, Societe Citecable Jurassienne;

     -  Commune de Montmelian, Videopole;

     -  Commune de Montmorot, Videopole;

     -  Commune de Moreuil, Videopole;

     -  Commune de Morhange, Videopole;

     -  Commune de Morlaix, Videopole;

     -  Commune de Morsbach, Region Communication;

     -  Commune de Mortagne, Videopole;

     -  Commune de Nemours, Videopole;

     -  Commune de Oeting, Videopole;
<PAGE>

                                      171

     -  District Urbain d'Oyonnax, Videopole;

     -  Commune de Paray-le-Monial, Videopole;

     -  Commune de Parcieux, Videopole;

     -  Commune de Pithiviers, Videopole;

     -  Commune de Pontartier, Videopole;

     -  Commune de Pont-du-Casse, CiteCable Regions;

     -  Commune de Pontivy, CiteCable Centre Bretagne;

     -  Commune de Revin, Videopole;

     -  Commune de Reyrieux, Videopole;

     -  Commune de Rosbruck, Region Communications SA (Transfered to Videopole);

     -  Commune de Sable-sur-Sarthe, Videopole;

     -  Commune de Saint-Bernard, CiteCable Caladois;

     -  Commune de Saint-Alban-Leysse, Videopole;

     -  Commune de Saint-Claude, Videopole;

     -  Commune de Saint-Didier-sur-Chalaronne, Videopole;

     -  Commune de Saint-Die-des-Vosges, Videopole;

     -  Commune de Saintes, CiteCable Saintonge;

     -  Commune de Saint-Florentin, Videopole;

     -  Commune de Sainte-Foy-les-Lyon, CiteCable Rhone-Alpes;

     -  Commune de Saint Germain-au-Mont-d'Or, Videopole;

     -  Commune de Saint Junien, Videopole;

     -  Commune de Sarlat-la-Caneda, CiteCable Regions (amended 23/01/95,
        transfer to CiteCable Auvergne);

     -  Commune de Sainte-Menehould, Videopole;

     -  Commune de Sarralbe, Nord Est Cable;

     -  Commune de Sarrebourg, Nord-Est Cable;

     -  District de Sarreguemines, Region Communication for Nord-Est Cable SA;
<PAGE>

                                      172

     -  Commune de Savigny-sur-Orge, CiteCable Essonne;

     -  Scionzier, Societe Regionale de Communication;

     -  Commune de Tarare, EDF Videopole;

     -  Commune de Terrasson-la-Villedieu, CiteCable Regions;

     -  Ville de Thionville, Est Videopole;

     -  Commune de Thaon-les-Vosges, Videopole;

     -  Commune de Tignes, SA Tele Espace (amended 08/88, name change SA Tele
        Espace to Regionale de Communication; extension of term from 15 to 25
        years);

     -  Commune de Thoissey, Videopole;

     -  Commune de Tonneins, CiteCable Region (amended on 28/02/95, CiteCable
        Auvergne replaced CiteCable Regions; 2nd amendment on 02/10/88,
        termination of the agreement);

     -  Commune de Trevoux, Videopole;

     -  Commune d'Ugine, Videopole;

     -  Commune d'Uxegney, Videopole;

     -  Commune de Veynes, Videopole;

     -  Commune de Vic-en-Bigorre, Videopole;

     -  Commune de Villefranche-sur-Saone, CiteCable Caladois;

     -  Commune de Villeneuve-sur-Yonne, EDF Videopole;

     -  Commune de Villereal, Action Communication Promotion CiteCable;

     -  Commune de Vittel, CiteCable Est; and

     -  Commune de Willerwald, Nord-Est Cable.

2.   Reseaux Cables de France S.A.
     -----------------------------

     -  Bruay-sur-l'Escaut, Reseaux Cables du Hainaut

     -  Valenciennes, Reseaux Cables de France;

     -  La Sentinelle, Reseaux Cables du Hainaut;

     -  Saint-Saulve, Reseaux Cables du Hainaut;

     -  Beuvage, Reseaux Cables du Hainaut;
<PAGE>

                                      173

     -  Petite Foret, Reseaux Cables du Hainaut;

     -  Chateauroux, Reseaux Cables de l'Indre;

     -  Saint-Maur, Reseaux Cables de France;

     -  Le Poinponnat, Reseaux Cables de France;

     -  Deals, Reseaux Cables de France;

     -  Cholet, Reseaux Cables de France;

     -  Lamor-Plage, Reseaux Cables de Bretagne Sud;

     -  Lorient, Reseaux Cables de France;

     -  Vallauris, Reseaux Cables de Cote d'Azur;

     -  ASL des Semboules, Reseaux Cables de Cote d'Azur

     -  Antibes, Reseaux Cables de France;

     -  Mandelieu, Reseaux Cables de France;

     -  Nevers and Coulanges-les-Nevers, Reseaux Cables de France;

     -  Fourchambault, Reseaux Cables du Nivernais;

     -  Challuy, Reseaux Cables du Nivernais;

     -  Syndicat Intercommunal de Developpement Economique du Roannais (District
         du Roannais), Reseaux Cables de France;

     -  Le Coteau, Reseaux Cables de France (Reseau Cable du Roannais);

     -  La Roche-sur-Yon, Reseaux Cables de France;

     -  Perigueux, Reseaux Cables de France;

     -  Agglomeration de Perigueux, Reseaux Cables de France;

     -  Notre-Dame de Sanilhac, Reseaux Cables de France;

     -  Charnpavinel, Reseaux Cables de France;

     -  Trelissac, Reseaux Cables de France;

     -  Chancelade, Reseaux Cables de France;

     -  Boulazac, Reseaux Cables de France;

     -  Coulounieix-Chamiers, Reseaux Cables de France;
<PAGE>

                                      174

     -  Atur, Reseaux Cables de France; and

     -  Marsao-sur-l'Isle, Reseaux Cables de France.

3.   UPC France S.A.
     ---------------

     -  Pontaull-Combault, Roissy-en-Brie, S.A.N. of Marne-la-Vallee-Val
        Malburee, UPC France;

     -  SYMVEP (with reference to a prior agreement dated 29/05/95), UPC France;

     -  Montfermeil, UPC France;

     -  Senart, UPC France;

     -  Goumay-sur-Marne, UPC France;

     -  Sevran, UPC France;

     -  Bondy, UPC France;

     -  Rosny-sous-Bois, UPC France;

     -  Commune de Viry Chatillon

     -  Commune de Noisy le Grand

     -  Commune de Neuilly Plaisance

     -  Commune de Vaujours

     -  Commune de Aulnay sous Bois

     -  Commune de Neuilly sur Marne

     -   Commune de Villeneuve Saint George

     -   Commune de Parillous sous Bois

     -   Commune de Le Raincy

     -   Commune de Brunoy

     -   Commune de Quincy Sous S\/nart

     -   Commune de Montgeron

     -   Commune de Coubron

4.   Citereseau S.A.
     ---------------

     -   Montreuil, Citereseau and 3 amendments
<PAGE>

                                      175

     -   Limoges, Citereseau and 5 amendments

5.   Rhone Vision Cable S.A. (R.V.C.)
     --------------------------------

     -   Syndicat pour le reseau cable du Rhone 3 July 1995 (+2 amendments)

6.   SudCable Services
     -----------------

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Chateaurenard
         dated November 24, 1993, Avenant de transfert dated May 31, 1995 and
         first amendment dated May 31, 1995.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Beaucaire dated
         July 22, 1994 and its amendment dated February 20, 1995.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Graveson dated
         July 27, 1994.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Noves dated April
         10, 1995 and its amendment dated September 4, 1995.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans le district du Comtat Venaissin
         dated May 31, 1995.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Monteux dated
         September 27, 1995.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Cavaillon dated
         December 15, 1995.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Rognonas dated
         October 28, 1996.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Cheval Blanc
         dated November 11, 1997.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable sur le territoire syndical du S.A.N.
         d'Istres, Fos-sur-Mer at Miramas dated January 21, 1998.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Pernes les
         Fontaines dated February 8, 1999.

     -   Convention relative a la construction et a l'exploitation d'un reseau
         distribuant des services par cable dans la commune de Cabannes dated
         February 22, 1999.

     -   Convention relative a l'occupation du domaine de la commune de Grasse
         afin de permettre la construction et l'exploitation d'un reseau
         multiservice sur son territoire dated March 12, 1999.
<PAGE>

                                      176

7.   Cable Services de France
     ------------------------

     -   Convention de concession du reseau cable d'Athis-Mons dated December 2,
         1996.

     -   Convention relative a l'occupation du domaine voyer de la commune de
         Morsang sur Orge dated April 9, 1998.

     -   Convention de concession du reseau cable de la ville des Mureaux dated
         April 20, 1998.

     -   Convention relative a l'occupation du domaine voyer de la commune de
         Saint-Michel sur Orge dated July 7, 1998.

     -   Convention de concession dated March 26, 1999 between the city of
         Colombes and CSF.

     -   Convention de concession du reseau cable de la ville de Bezons dated
         July 2, 1999.

     -   Convention d'utilisation d'appuis du reseau de distribution publique de
         l'electricite relatif a la Ville des Mureaux dated June 28, 1999.

     -   Contrat relatif aux prstations de raccordements d'abonnes au reseau
         cable signed with Sinergy Sarl and dated August 11, 1999.

8.   Cite Interactive

     -   Convention de concession et d'exploitation d'un reseau distribuant par
         cable des services de radiodiffusion sonore et de television dans le
         commune de Venissieux dated March 23, 1996; first amendment to the
         Franchise Agreement dated March 14, 1997; second amendment to the
         Franchise Agreement (unsigned version).

     -   Contrat d'affermage de la distribution par cable de services de
         radiodiffusion sonore et de television dated March 27, 1998 between CI
         and the OPAC (Office Public d'Amenagement et de Construction) of Laon.

     -   Contrat de concession pour l'etablissement et l'exploitation d'un
         reseau cable multimedia (services de radiodiffusion sonore et de
         television) sur le territoire de la commune d'Epinay-sur-Seine dated
         April 2, 1998; first amendment to the Franchise Agreement dated July
         12, 1998.

     -   Contrat de concession pour l'etablissement et l'exploitation d'un
         reseau cable et la distribution de services de radiodiffusion sonore et
         de television pour la ville d'Annemasse dated July 8, 1998 and
         decisions of the city council (conseil municipal) dated July 2, 1998
         approving the choice of CI as cable operator and the terms of the
         Franchise Agreement; first amendment to the Franchise Agreement dated
         July 19, 1999.

     -   Contrat de concession pour la distribution par cable de services de
         radiodiffusion sonore et de television pour la ville de Gauchy
         (undated).

9.   Premiere Cable Vision
     ---------------------

     -   Convention relative a la construction d'un reseau distribuant des
         services par cable dans la ville de Bandol dated December 27, 1996.
<PAGE>

                                      177

     -   Convention relative a la construction d'un reseau distribuant des
         services par cable dans la ville de Seillons Source d'Argent dated May
         20, 1997.

     -   Convention relative a l'autorisation pour l'etablissement d'un reseau
         distribuant par cable des services de radiodiffusion sonore et de
         television dans la ville de Sanary dated December 2, 1997.

     -   Convention relative a l'autorisation pour l'etablissement d'un reseau
         distribuant par cable des services de radiodiffusion sonore et de
         television dans la ville de La Crau dated December 15, 1997.

     -   Convention relative a l'autorisation pour l'etablissement d'un reseau
         distribuant par cable des services de radiodiffusion sonore et de
         television dans la ville de Six Fours les Plages dated December 29,
         1997.

     -   Convention relative a l'autorisation pour l'etablissement d'un reseau
         distribuant par cable des services de radiodiffusion sonore et de
         television dans la ville de La Farlede dated February 28, 1998.

     -   Convention relative a l'autorisation pour l'etablissement d'un reseau
         distribuant par cable des services de radiodiffusion sonore et de
         television dans la ville du Luc en Provence (undated).

10.  TME
     ---

     -   Convention de delegation de service public pour l'etablissement et
         l'exploitation du reseau cable de teledistribution de la ville du Havre
         dated July 7, 1999.


B.   Public Domain Occupation Agreements
     -----------------------------------

1.   Videopole S.A. and its subsidiaries
     -----------------------------------

     -   Ville d'Audun-le-Tiche, Est Videopole;

     -   Commune de Russange, Est Videopole;

     -   Ville de Chaville, Nord Videopole;

     -   Commune de la Rochette, Videopole; District de Melun.

     -   Le Meu-sur-Seine; District de Melun.

     -   Commune de Melun, Videopole; District de Melun.

     -   Commune de Sarrebourg, Nord Est Cable (for the occupation of military
         land).

2.   SudCable Services
     -----------------

     -   Contrat relatif a l'occupation du domaine de la ville d'Istres dated
         June 16, 1998.
<PAGE>

                                      178

3.   Cable Services de France
     ------------------------

     -   Contrat relatif a l'occupation du domaine voyer de la commune de Paray-
         Vieille-Poste dated April 30, 1998

     -   Contrat relatif a l'occupation du domaine voyer de la commune de Crosne
         dated June 28, 1999.

     -   Contrat relatif a l'occupation du domaine voyer de la commune de
         Sannois dated July 7, 1999.

     -   Contrat relatif a l'occupation du domaine voyer de la commune de
         Saint-Gratien dated July 8, 1999.

4.   Cite Interactive

     -   Contrat d'occupation domaniale pour l'etablissement et
         l'exploitation d'un reseau distribuant par cable des services de
         radiodiffusion sonore et de television.

C.   Telecommunications Law Authorisations

     -   The Telephony Licence.


D.   Cable Broadcasting Law Authorisations - Local Authority Approvals - CSA
     -----------------------------------------------------------------------
     Authorisations
     --------------

1.   Videopole S.A. and its subsidiaries
     -----------------------------------

     -   CSA decision n degrees90-9 dated 19 January 1990 authorising the
         operation of a cable broadcasting network in Cluses;

     -   CSA decision n degrees 91-702 dated 26 July 1991 authorising the
         operation of a cable broadcasting network in the commune of
         Albertville;

     -   CSA decision n degrees 91-933 dated 17 December 1991 authorising the
         operation of a cable broadcasting network in the commune of Bruyeres
         (Vosges);

     -   CSA decision n degrees 91-840 dated 29 October 1991 authorising the
         operation of a cable broadcasting network in the commune of Revin
         (Ardennes);

     -   CSA decision n degrees 91-841 dated 29 October 1991 authorising the
         operation of a cable broadcasting network in the commune of Wantzenau
         (Bes-Rhin);

     -   CSA decision n degrees 91-842 dated 29 October 1991 modifying a
         decision relating to the authorisation of the operation of a cable
         broadcasting network in the commune of Saintes (Charente-Maritime);

     -   CSA decision n degrees 92-206 dated 25 February 1992 authorising the
         operation of a cable broadcasting network in the commune of Pithiviers
         (Loiret);

     -   CSA decision n degrees 92-207 dated 25 February 1992 modifying a
         decision relating to the authorisation of the operation of a cable
         broadcasting network in the communes of Cluses and Scionzier (Haute-
         Savoie);
<PAGE>

                                      179

     -   CSA decision n degrees 92-246 dated 24 March 1992 authorising the
         operation of a cable broadcasting network in the commune of Aiguillon
         (Lot-et-Garonne);

     -   CSA decision n degrees 92-556 dated 7 April 1992 authorising the
         operation of a cable broadcasting network in the commune of Herault;

     -   CSA decision n degrees 92-557 dated 26 May 1992 authorising the
         operation of a cable broadcasting network in the commune of Challes-
         les-Eaux (Savoie);

     -   CSA decision n degrees 92-561 dated 11 June 1992 authorising the
         operation of a cable broadcasting network in the commune of Havre
         (Seine-Maritime);

     -   CSA decision n degrees 92-562 dated 11 June 1992 authorising the
         operation of a cable broadcasting network in the commune of Lavelanet
         (Ariege);

     -   CSA decision n degrees 92-563 dated 11 June 1992 authorising the
         operation of a cable broadcasting network in the commune of
         Marckolsheim (Bas-Rhin);

     -   CSA decision n degrees 92-564 dated 11 June 1992 authorising the
         operation of a cable broadcasting network in the commune of
         Niederbronn-les-Bains (Bas-Rhin);

     -   CSA decision n degrees 92-622 dated 30 June 1992 modifying a decision
         in favour of Bruyeres Videopole relating to the authorisation of the
         operation of a cable broadcasting network in the commune of Bruyeres
         (Vosges);

     -   CSA decision n degrees 92-625 dated 30 June 1992 modifying a decision
         in favour of Pithiviers Videopole relating to the authorisation of the
         operation of a cable broadcasting network in the communes of Pithiviers
         (Loiret);

     -   CSA decision n degrees 92-627 dated 30 June 1992 authorising the
         operation of a cable broadcasting network in the commune of Fumay
         (Ardennes);

     -   CSA decision n degrees 92-976 dated 29 September 1992 authorising the
         operation of a cable broadcasting network in the commune of Saint-
         Florentin (Yvonne);

     -   CSA decision n degrees 92-977 dated 29 September 1992 authorising the
         operation of a cable broadcasting network in the commune of Soultzmatt
         (Haut-Rhin);

     -   CSA decision n degrees 93-180 dated 16 March 1993 authorising the
         operation of a cable broadcasting network in the commune of
         Sarreguemines (Moselle);

     -   CSA decision n degrees 93-644 dated 5 October 1993 authorising the
         operation of a cable broadcasting network in the commune of Longeville-
         les-Saint-Avold (Moselle);

     -   CSA decision n degrees 93-815 dated 30 November 1993 authorising the
         operation of a cable broadcasting network in the commune of Longuyon
         (Meurthe-et-Moselle);

     -   CSA decision n degrees 93-816 dated 30 November 1993 authorising the
         operation of a cable broadcasting network in the commune of Boulange
         (Moselle);

     -   CSA decision n degrees 93-817 dated 30 November 1993 authorising the
         operation of a cable broadcasting network in the commune of Malleloy
         (Meurthe-et-Moselle);
<PAGE>

                                      180

     -   CSA decision n degrees 93-866 dated 21 December 1993 authorising the
         operation of a cable broadcasting network in the commune of Morhange
         (Moselle);

     -   CSA decision n degrees 93-867 dated 21 December 1993 authorising the
         operation of a cable broadcasting network in the commune of Beuvrages
         (Nord);

     -   CSA decision n degrees 93-871 dated 21 December 1993 authorising the
         operation of a cable broadcasting network in the commune of Tarare
         (Rhone);

     -   CSA decision n degrees 94-64 dated 25 January 1994 authorising the
         operation of a cable broadcasting network in the commune of Desvres
         (Pas-de-Calais);

     -   CSA decision n degrees 94-65 dated 25 January 1994 authorising the
         operation of a cable broadcasting network in the communes of Olemps,
         Rodez, Druelle, Sainte-Radegonde, Le Monasteere, Sebazac, Luc et Onet-
         le-Chateeau in the district of Grand Rodez (Aveyron);

     -   CSA decision n degrees 94-66 dated 25 January 1994 authorising the
         operation of a cable broadcasting network in the commune of Morsbach
         (Moselle);

     -   CSA decision n degrees 94-67 dated 25 January 1994 authorising the
         operation of a cable broadcasting network in the commune of Mortagne-
         au-Perche (Orne);

     -   CSA decision n degrees 94-116 dated 1 March 1994 authorising the
         operation of a cable broadcasting network in the communes of Carling-
         L'Hopital (Moselle);

     -   CSA decision n degrees 94-148 dated 8 March 1994 authorising the
         operation of a cable broadcasting network in the commune of Argentan
         (Orne);

     -   CSA decision n degrees 94-173 dated 15 March 1994 authorising the
         operation of a cable broadcasting network in the commune of Sarrebourg
         (Moselle);

     -   CSA decision n degrees 94-211 dated 29 March 1994 authorising the
         operation of a cable broadcasting network in the commune of Nemours
         (Seine-et-Marne);

     -   CSA decision n degrees 94-425 dated 19 July 1994 authorising the
         operation of a cable broadcasting network in the commune of Sainte-
         Menehould (Marne);

     -   CSA decision n degrees 94-489 dated 6 September 1994 authorising the
         operation of a cable broadcasting network in the commune of Ugine
         (Savoie);

     -   CSA decision n degrees 94-490 dated 6 September 1994 authorising the
         operation of a cable broadcasting network in the commune of Brebieres
         (Pas-de-Calais);

     -   CSA decision n degrees 94-514 dated 27 September 1994 authorising the
         operation of a cable broadcasting network in the commune of Figeac
         (Lot);

     -   CSA decision n degrees 94-601 dated 11 October 1994 authorising the
         operation of a cable broadcasting network in the commune of Hagetmau
         (Landes);

     -   CSA decision n degrees 94-614 dated 22 November 1994 authorising the
         operation of a cable broadcasting network in the commune of Vio-en-
         Bigorre (Hautes Pyrenees);
<PAGE>

                                      181

     -   CSA decision n degrees 94-615 dated 22 November 1994 authorising the
         operation of a cable broadcasting network in the commune of Sarralbe
         (Moselle);

     -   CSA decision n degrees 94-664 dated 13 December authorising the
         operation of a cable broadcasting network in the commune of Lutzelhouse
         (Bas-Rhin);

     -   CSA decision n degrees 94-665 dated 13 December authorising the
         operation of a cable broadcasting network in the commune of Sable-sur-
         Sarthe (Sarthe);

     -   CSA decision n degrees 94-666 dated 13 December authorising the
         operation of a cable broadcasting network in the commune of Donjeux
         (Haute-Marne);

     -   CSA decision n degrees 95-44 dated 7 February 1995 authorising the
         operation of a cable broadcasting network in the commune of Espalion
         (Aveyron);

     -   CSA decision n degrees 94-58 dated 14 February 1995 authorising the
         operation of a cable broadcasting network in the commune of Marville
         (Meuse);

     -   Letter from CSA referring to a decision dated 14 February 1995 in
         respect of the operation of a cable broadcasting network in the commune
         of Moriaix;

     -   CSA decision n degrees 95-59 dated 14 February 1995 authorising the
         operation of a cable broadcasting network in the commune of Furmeyer
         (Hautes-Alpes);

     -   CSA decision n degrees 95-60 dated 14 February 1995 authorising the
         operation of a cable broadcasting network in the commune of Veynes
         (Hautes-Alpes);

     -   CSA decision n degrees 95-381 dated 5 September 1995 authorising the
         operation of a cable broadcasting network in the commune of Forbach
         (Moselle);

     -   CSA decision n degrees 95-383 dated 5 September 1995 authorising the
         operation of a cable broadcasting network in the commune of Saint-
         Claude (Jura);

     -   CSA decision n degrees 95-384 dated 5 September 1995 authorising the
         operation of a cable broadcasting network in the commune of Champagnole
         (Jura);

     -   CSA decision n degrees 95-504 dated 3 October 1995 authorising the
         operation of a cable broadcasting network in the commune of Firminy
         (Loire);

     -   CSA decision n degrees 95-517 dated 10 October 1995 authorising the
         operation of a cable broadcasting network in the commune of Saint-
         Germain-au-Mont-d'Or (Rhone);

     -   CSA decision n degrees 95-592 dated 17 October 1995 authorising the
         operation of a -cable broadcasting network in the commune of
         Villeneuve-sur-Yonne (Yonne);

     -   CSA decision n degrees 95-736 dated 14 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Morisel
         (Somme);

     -   CSA decision n degrees 95-737 dated 14 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Moreuil
         (Somme);

     -   CSA decision n degrees 95-738 dated 14 November 1995 authorising the
         operation of a cable
<PAGE>

                                      182

         broadcasting network in the area of Z.A.C. du Clos Saint-Martin in the
         commune of Vaux-le-Peril (Seine-et-Marne);

     -   CSA decision n degrees 95-739 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Amberieu-
         en-Bugey (Ain);

     -   CSA decision n degrees 95-740 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Massieux
         (Ain);

     -   CSA decision n degrees 95-741 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Reyrieux
         (Ain);

     -   CSA decision n degrees 95-742 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Parcieux
         (Ain);

     -   CSA decision n degrees 95-743 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Mizerieux
         (Ain);

     -   CSA decision n degrees 95-744 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Digoin
         (Saone-et-Loire);

     -   CSA decision n degrees 95-745 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Paray-le-
         Monial (Saone-et-Loire);

     -   CSA decision n degrees 95-746 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of
         Chateaubriant (Loire-Atlantique);

     -   CSA decision n degrees 95-747 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of La Montagne
         (Loire-Atlantique);

     -   CSA decision n degrees 95-748 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Le Quesnoy
         (Nord);

     -   CSA decision n degrees 95-749 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Marly-la-
         Ville (Val-d'Oise);

     -   CSA decision n degrees 95-750 dated 21 November 1995 authorising the
         operation of a cable broadcasting network in the commune of Fosses
         (Val-d'Oise);

     -   CSA decision n degrees 95-912 dated 12 December authorising the
         operation of a cable broadcasting network in the commune of Longjumeau
         (Essonne);

     -   CSA decision n degrees 95-913 dated 19 December 1995 modifying the
         decisi on n degrees 92-1071 of 24 November 1992 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Moyeuvre-Grande (Moselle);

     -   CSA decision n degrees 96-71 dated 23 January 1996 modifying the
         decision n degrees 90-947 of 21 December 1990 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Blanzat (Puy-de-Dome);

     -   CSA decision n degrees 96-72 dated 23 January 1996 modifying the
         decision n degrees 90-946 of 21 December 1990 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Cebazat (Puy-de-Dome);
<PAGE>

                                      183

     -   CSA decision n degrees 96-73 dated 23 January 1996 modifying the
         decision n degrees 91-632 of 28 June 1991 relating to the authorisation
         of the operation of a cable broadcasting network in the commune of
         Granges-Narboz (Doubs);

     -   CSA decision n degrees 96-74 dated 23 January 1996 modifying the
         decision n degrees 90-948 of 21 December 1990 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Jassans-Riottier (Ain);

     -   CSA decision n degrees 96-75 dated 23 January 1996 modifying the
         decision n degrees 90-944 of 21 December 1990 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Moirans-en-Montagne (Jura);

     -   CSA decision n degrees 96-76 dated 23 January 1996 modifying the
         decision n degrees 90-4 of 12 January 1990 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Pontivy (Morbihan);

     -   CSA decision n degrees 96-77 dated 23 January 1996 modifying the
         decision n degrees 90-880 of 21 December 1990 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Saint-Bernard (Ain);

     -   CSA decision n degrees 96-78 dated 23 January 1996 modifying the
         decision n degrees 90-881 of 21 December 1990 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Saintes (Charente-Maritime);

     -   CSA decision n degrees 96-79 dated 23 January 1996 modifying the
         decision n degrees 90-954 of 21 December 1990 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Savigny-sur-Orge (Essonne);

     -   CSA decision n degrees 96-80 dated 23 January 1996 modifying the
         decision n degrees 89-22 of 11 January 1989 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Villefranche-sur-Saone (Rhone);

     -   CSA decision n degrees 96-81 dated 23 January 1996 transferring the CSA
         decision n degrees 90-952 dated 21 December 1990 in respect of the
         operation of a cable broadcasting network in the commune of Sariat-la-
         Caneda (Dordogne) to Citecable Auvergne;

     -   CSA decision n degrees 96-82 dated 23 January 1996 transferring the CSA
         decision n degrees 89-20 dated 11 January 1989 in respect of the
         operation of a cable broadcasting network in the commune of Tonneins
         (Lot-et-Garonne) to Citecable Auvergne;

     -   CSA decision n degrees 96-169 dated 26 March 1996 authorising the
         operation of a cable broadcasting network in the commune of Trevoux
         (Ain);

     -   CSA decision n degrees 96-179 dated 29 February 1996 repealing the
         decision n degrees 90-979 dated 21 December 1990 in respect of the
         authorisation to the operation of a cable broadcasting network in the
         commune of Sainte-Foy-les-Lyon;

     -   CSA decision n degrees 96-209 dated 16 April 1996 authorising the
         operation of a cable broadcasting network in the commune of Chaumont
         (Haute-Marne);

     -   CSA decision n degrees 96-210 dated 16 April 1996 authorising the
         operation of a cable broadcasting network in the commune of Aulnoye-
         Aymeries (Nord);
<PAGE>

                                      184

     -   CSA decision n degrees 96-297 dated 7 May 1996 authorising the
         operation of a cable broadcasting network in the commune of Saint-
         Junien (Haute-Vienne);

     -   CSA decision n degrees 96-298 dated 7 May 1996 authorising the
         operation of a cable broadcasting network in the commune of
         Morschwiller-le-Bas (Haut-Rhin);

     -   CSA decision n degrees 96-558 dated 30 July 1996 authorising the
         operation of a cable broadcasting network in the commune of Thoissey
         (Ain);

     -   CSA decision n degrees 96-560 dated 23 July 1996 regarding certain
         radio broadcasting on terrestrial frequencies in Alsace;

     -   CSA decision n degrees 96-580 dated 27 August 1996 transferring the CSA
         decision n degrees 95-58 dated 14 February 1995 in respect of the
         operation of a cable broadcasting network in the commune of Marville
         (Meuse) to Est Videopole;

     -   CSA decision n degrees 96-581 dated 27 August 1996 modifying the
         decision n degrees 89-21 of 11 January 1996 relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Goussainville (Val-d'Oise);

     -   CSA decision n degrees 96-582 dated 27 August 1996 authorising the
         operating of a cable broadcasting network in the commune of Cheylard
         (Ardeche);

     -   CSA decision n degrees 96-633 dated 24 September 1996 authorising the
         operation of a cable broadcasting network in the commune of Saint-
         Didier-sur-Chalaronne (Ain);

     -   CSA decision n degrees 96-827 dated 19 November 1996 authorising the
         operation of a cable broadcasting network in the commune of Cognac
         (Charente);

     -   CSA decision n degrees 96-828 dated 19 November 1996 transferring the
         CSA decision n degrees 94-66 dated 25 January 1994 in respect of the
         operation of a cable broadcasting network in the commune of Morsbach to
         Est Videopole;

     -   CSA decision n degrees 96-829 dated 19 November 1996 transferring the
         CSA decision n degrees 95-187 dated 16 May 1995 in respect of the
         operation of a cable broadcasting network in the commune of Rosbruck to
         Est Videopole;

     -   CSA decision n degrees 96-833 dated 10 December 1996 authorising the
         operation of a cable broadcasting network in the commune of Willerwald
         (Moselle);

     -   CSA decision n degrees 97-29 dated 11 February 1997 authorising the
         operation of a cable broadcasting network in the commune of Habsheim
         (Haut-Rhin);

     -   CSA decision n degrees 97-30 dated 11 February 1997 transferring the
         CSA decision n degrees 90-238 dated 10 July 1990 in respect of the
         operation of a cable broadcasting network in the commune of Audun-le-
         Tiche (Moselle) to Est Videopole;

     -   CSA decision n degrees 97-52 dated 11 March 1997 transferring the CSA
         decision n degrees 95-188 dated 16 May 1995 in respect of the operation
         of a cable broadcasting network in the commune of Chateaurouge to Est
         Videopole;

     -   CSA decision n degrees 97-131 dated 7 May 1997 authorising the
         operation of a cable
<PAGE>

                                      185

         broadcasting network in the commune of Chavelot (Vosges);

     -   CSA decision n degrees 97-132 dated 7 May 1997 authorising the
         operation of a cable broadcasting network in the commune of Girmont
         (Vosges);

     -   CSA decision n degrees 97-133 dated 7 May 1997 authorising the
         operation of a cable broadcasting network in the commune of Thaon-les-
         Vosges (Vosges);

     -   CSA decision n degrees 97-134 dated 7 May 1997 authorising the
         operation of a cable broadcasting network in the commune of Damieulles
         (Vosges);

     -   CSA decision n degrees 97-135 dated 7 May 1997 authorising the
         operation of a cable broadcasting network in the commune of Forges
         (Vosges);

     -   CSA decision n degrees 97-136 dated 7 May 1997 authorising the
         operation of a cable broadcasting network in the commune of Uxegney
         (Vosges);

     -   CSA decision n degrees 97-203 dated 3 June 1997 authorising the
         operation of a cable broadcasting network in the commune of Boucheporn
         (Moselle);

     -   CSA decision n degrees 97-204 dated 3 June 1997 authorising the
         operation of a cable broadcasting network in the commune of Lons-le-
         Saunier (Jura);

     -   CSA decision n degrees 97-205 dated 3 June 1997 authorising the
         operation of a cable broadcasting network in the commune of Montmorot
         (Jura);

     -   CSA decision n degrees 97-206 dated 3 June 1997 authorising the
         operation of a cable broadcasting network in the commune of Pontarlier
         (Doubs);

     -   CSA decision n degrees 97-207 dated 3 June 1997 authorising the
         operation of a cable broadcasting network in the commune of Montmelian
         (Savoie);

     -   CSA decision n degrees 97-208 dated 3 June 1997 transferring the CSA
         decision n degrees 91-933 dated 17 December 1991 in respect of the
         operation of a cable broadcasting network in the commune of Bruyeres
         (Vosges) to Est Videopole;

     -   CSA decision n degrees 97-263 dated 17 June 1997 authorising the
         operation of a cable broadcasting network in the commune of Fecamp;

     -   CSA decision n degrees 97-264 dated 17 June 1997 authorising the
         operation of a cable broadcasting network in the commune of Meudon;

     -   CSA decision n degrees 97-383 dated 8 July 1997 transferring the CSA
         decision n degrees 90-9 dated 19 January 1990 in respect of the
         operation of a cable broadcasting network in the commune of Cluses
         (Haute-Savoie) to Savoie Videopole;

     -   CSA decision n degrees 97-386 dated 16 July 1997 transferring the CSA
         decision n degrees 92-556 dated 7 April 1992 in respect of the
         operation of a cable broadcasting network in the area of Herault to
         Herault Videopole;

     -   CSA decision n degrees 97-580 dated 8 September 1997 authorising the
         operation of a cable broadcasting network in the communes of La
         Rochette, Le Mee-sur-Seine, Melun and Vaux-le-Penil (Seine-et-Marne);
<PAGE>

                                      186

     -   CSA decision n degrees 97-581 dated 8 September 1997 authorising the
         operation of a cable broadcasting network in the commune of Pournoy-la-
         Grasse (Moselle);

     -   CSA decision n degrees 98-902 dated 22 December 1998 repealing the CSA
         decision n degrees 96-82 dated 23 January 1996 in respect of the
         authorisation of the operation of a cable broadcasting network in the
         commune of Tonneins (Lot-de-Garonne);

     -   CSA decision n degrees 98-903 dated 22 December 1998 repealing the CSA
         decision n degrees 94-614 dated 22 November 1994 in respect of the
         broadcasting network in the commune of Vic-en-Bigorre (Hautes-
         Pyrenees);

     -   CSA decision n degrees 99-223 dated 26 May 1999 authorising the
         operation of a cable broadcasting network in the commune of Lagnieu
         (Ain);

     -   CSA decision n degrees 99-225 dated 1 June 1999 authorising the
         operation of a cable broadcasting network in the commune of Chaville
         (Hauts-de-Seine).

     -   CSA decision dated 22 November 1994 authorising the operation of a
         cable broadcasting network in the commune of Sarrebourg

     -   CSA decision dated 20 October 1989 authorising the operation of a cable
         broadcasting network in the commune of Villereal

     -   CSA decision dated 30 July 1996 authorising the operation of a cable
         broadcasting network in the commune of Thoissey

     -   CSA decision dated 3 March 1993 authorising the operation of a cable
         broadcasting network in the commune of Feurs

     -   CSA decision dated 9 March 1993 authorising the operation of a cable
         broadcasting network in the commune of Andrezieux-Boutheon

     -   CSA decision dated 5 October 1993 authorising the operation of a cable
         broadcasting network in the commune of Longeville-Les-Saint-Avold

     -   CSA decision dated 8 July 1997 authorising the operation of a cable
         broadcasting network in the commune of Cluses

     -   CSA decision dated 21 December 1990 authorising the operation of a
         cable broadcasting network in the commune of Blanzat

     -   CSA decision dated 27 September 1994 authorising the operation of a
         cable broadcasting network in the commune of Figeac

     -   CSA decision dated 25 April 1991 authorising the operation of a cable
         broadcasting network in the commune of Epinay-sur-Orge

     -   CSA decision dated 8 July 1997 authorising the operation of a cable
         broadcasting network in the commune of Scionzier

     -   CSA decision dated 11 March 1997 authorising the operation of a cable
         broadcasting
<PAGE>

                                      187

         network in the commune of Oberdorff

     -   CSA decision dated 3 June 1997 authorising the operation of a cable
         broadcasting network in the commune of Morlaix

     -   CSA decision dated 15 March 1994 authorising the operation of a cable
         broadcasting network in the commune of Sarrable

     -   CSA decision dated 1/st/ November 1993 authorising the operation of a
         cable broadcasting network in the commune of Boulange

     -   CSA decision dated 26 May 1992 authorising the operation of a cable
         broadcasting network in the commune of Challes les Eaux

     -   CSA decision dated 21 December authorising the operation of a cable
         broadcasting network in the commune of Cebazat-Gerzat

     -   CSA decision dated 3 November 1992 authorising the operation of a cable
         broadcasting network in the commune of Bourbonne-Les-Bains

     -   CSA decision dated 1/st/ January 1989 authorising the operation of a
         cable broadcasting network in the commune of Tignes

     -   CSA decision dated 21 December 1990 authorising the operation of a
         cable broadcasting network in the commune of Evron

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Chateaubriant

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Chavelot

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Chaville

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Uxegney

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Long-Le-Saunier

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Reyrieux

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Paray-Le-Monial

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Pithiviers

     -   CSA decision dated 31 August 1999, modifying a decision relating to the
         authorisation of the operation of a cable broadcasting network in the
         commune of Saint-Germain-Au-Mont-D'or
<PAGE>

                                      188

     -    CSA decision dated 18 April 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Jassans-Riottier

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Girmont

     -    CSA decision dated 18 April 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Feurs

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Morsbach

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Saintes

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of La Montagne

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Morhange

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Andrezieux-Boutheon

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Lavelanet

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Longeville-Les-Saint-Avold

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Lagnieu

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Revin

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Saint-Florentin

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Forbach

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Le Cheylard

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Furmeyer

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Rosbruck
<PAGE>

                                      189


     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Blanzat

     -    CSA decision dated 18 April 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Saint-Claude

     -    CSA decision dated 18 April 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Trevoux

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Villeneuve-Sur-Yonne

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Morisel

     -    CSA decision dated 18 April 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Saint-Bernard

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Fecamps

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Les Forges

     -    CSA decision dated 18 April 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Meudon

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Saint-Junien

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Amberieu-en-Buget

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Bruyeres

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Cognac

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Espalion

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Firminy

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Longuyon

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Nemours
<PAGE>

                                      190


     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Saint-Didire-Sur-Chalaronne

     -    CSA decision dated 31 August 1999, modifying a decision relating to
          the authorisation of the operation of a cable broadcasting network in
          the commune of Sarrable

     -    CSA decision dated 18 April 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Willerwald

2.   Reseaux Cables de France
     ------------------------

     -    CSA decision n degrees 89-116 dated 27 June 1989 authorising the
          operation of a cable broadcasting network in the commune of Coteau;

     -    CSA decision n degrees 89-241 dated 21 November 1989 authorising the
          operation of a cable broadcasting network in Lorient;

     -    CSA decision n degrees 91-989 dated 10 December 1991 modifying
          authorisation in respect of the operation of a cable broadcasting
          network in favour of Reseaux Cables de Bretagne-Sud in the commune of
          Lorient (Morbihan);

     -    CSA decision n degrees 92-10 dated 14 January 1992 authorising the
          operation of a cable broadcasting network in the commune of Antibes
          (Alpes-Maritimes);

     -    CSA decision n degrees 92-11 dated 14 January 1992 authorising the
          operation of a cable broadcasting network in Cholet (Maine-et-Loire);

     -    CSA decision n degrees 92-12 dated 14 January 1992 authorising the
          operation of a cable broadcasting network in Nevers and Coulanges-les-
          Nevers (Nievre);

     -    CSA decision n degrees 92-13 dated 14 January 1992 authorising the
          operation of a cable broadcasting network in the commune of La Roche-
          sur-Yon (Vendee);

     -    CSA decision n degrees 92-27 dated 21 January 1992 authorising the
          operation of a cable broadcasting network in the commune of
          Valenciennes (Nord);

     -    CSA decision n degrees 92-28 dated 21 January 1992 authorising the
          operation of a cable broadcasting network in the commune of Bruay-sur-
          Escaut (Nord);

     -    CSA decision n degrees 92-165 dated 6 January 1992 authorising the
          operation of a cable broadcasting network in Perigueux (Dordogne);

     -    CSA decision n degrees 92-188 dated 18 February 1992 authorising the
          operation of a cable broadcasting network in the commune of
          Chateauroux (Indre);

     -    CSA decision n degrees 92-189 dated 18 February 1992 authorising the
          operation of a cable broadcasting network in the commune of Deols
          (Indre);

     -    CSA decision n degrees 92-190 dated 18 February 1992 authorising the
          operation of a cable broadcasting network in the commune of Poinconnet
          (Indre);
<PAGE>

                                      191


     -    CSA decision n degrees 92-191 dated 18 February 1992 authorising the
          operation of a cable broadcasting network in the commune of Saint-Maur
          (Indre);

     -    CSA decision n degrees 92-205 dated 25 February 1992 authorising the
          operation of a cable broadcasting network in the commune of Mandelieu-
          La-Napoule (Alpes-Maritimes); and

3.   UPC France S.A.
     ---------------

     -    CSA decision n degrees 97-578 dated 8 September 1997 authorising the
          operation of a cable broadcasting network in the commune of Rosny-
          sous-Bois (Seine-Saint-Denis);

     -    CSA decision n degrees 95-909 dated 12 December 1995 (Pontault-
          Combault, Roissy-en-Brie, S.A.N. of Marne-la-Vallee-Val Malbuee),
          authorising the operation of a cable broadcasting network in Pontault-
          Combault, Roissy-en-Brie, S.A.N. of Marne-la-Vallee-Val Malbuee;

     -    CSA decision n degrees 97-584 dated 16 September 1997 modifying the
          decision n degrees 95-909 of 12 December 1995 referred to above
          (Pontault-Combault, Roissy-en-Brie, S.A.N. of Marne-la-Vallee-Val
          Malbuee); and

     -    CSA decision n degrees 99-506 dated 7 December 1999 authorising the
          operation of a cable broadcasting network in the commune of Senart
          (Seine-et-Marne).

     -    CSA decision dated 31 July 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Cholet

     -    CSA decision dated 31 July 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Fourchambault

     -    CSA decision dated 31 July 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Larmor Plage

     -    CSA decision dated 31 July 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of La Roche sur Yon

     -    CSA decision dated 31 July 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Nevers

     -    CSA decision dated 31 July 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Chateauroux

     -    CSA decision dated 31 July 2000, modifying a decision relating to the
          authorisation of the operation of a cable broadcasting network in the
          commune of Lorient

4.   Citereseau S.A.
     --------------

     -    CSA decision n degrees 95-515 dated 10 October 1995 authorising the
          operation of a cable broadcasting network in the commune of Limoges
          (Haute-Vienne); and

     -    CSA decision n degrees 95-914 dated 19 December 1995 authorising the
          operation of a cable broadcasting network in the commune of Montreuil
          (Seine-Saint-Denis).
<PAGE>

                                      192


5.   Rhone Vision Cable S.A.
     -----------------------

     -    CSA decision n degrees 95-447 dated 12 September 1995 authorising the
          operation of a cable broadcasting network in the Rhone area;

     -    CSA decision n degrees 95-513 dated 12 September 1995 completing CSA
          decision n degrees 95-447 referred to above; and

     -    CSA decision n degrees 96-174 dated 2 April 1996 modifying CSA
          decision n degrees 95-513 referred to above.

6.   SudCable Services
     -----------------

     -    Decision n degrees 95-287 du 25 juillet 1995 autorisant l'exploitation
          d'un reseau cable distribuant des services de radiodiffusion sonore et
          de television dans le territoire du District du Comtat Venaissin
          regroupant les communes de Carpentras, Aubignan, Le Beaucet, Bedoin,
          Caromb, Flassan, Lafare, Loriol-du-Comtat, Mazan, Methamis, La Roque-
          sur-Pernes, Saint-Didier, Saint-Hippolyte-le-Graveyron, Vacqueyras,
          Velleron et Venasque (Vaucluse); approbation de la modification du
          plan de services du reseau cable du 28 janvier 1997.

     -    Decision n degrees 95-288 du 25 juillet 1995 autorisant l'exploitation
          d'un reseau cable distribuant des services de radiodiffusion sonore et
          de television dans le territoire de la commune de Graveson
          (Bouches-du-Rhone).

     -    Decision n degrees 95-472 du 12 septembre 1995 autorisant
          l'exploitation d'un reseau cable distribuant des services de
          radiodiffusion sonore et de television dans le territoire de la
          commune de Beaucaire (Gard); approbation de la modification du plan de
          services du reseau cable du 28 janvier 1997.

     -    Decision n degrees 95-516 du 10 octobre 1995 autorisant l'exploitation
          d'un reseau cable distribuant des services de radiodiffusion sonore et
          de television dans le territoire de la commune de Chateaurenard
          (Bouches-du-Rhone); approbation de la modification du plan de services
          du reseau cable du 28 janvier 1997.

     -    Decision n degrees 95-590 du 17 octobre 1995 autorisant l'exploitation
          d'un reseau cable distribuant des services de radiodiffusion sonore et
          de television dans le territoire de la commune de Noves (Bouches-du-
          Rhone).

     -    Decision n degrees 97-7 du 7 janvier 1997 autorisant l'exploitation
          d'un reseau cable distribuant des services de radiodiffusion sonore et
          de television dans le territoire de la commune de Cavaillon
          (Vaucluse).

     -    Decision n degrees 97-381 du 8 juillet 1997 autorisant l'exploitation
          d'un reseau cable distribuant des services de radiodiffusion sonore et
          de television dans le territoire de la commune de Monteux (Vaucluse).

     -    Letter of the CSA dated March 5, 1999 referring to the authorization
          granted by the CSA on February 23, 1999 for the operation of the cable
          network providing radio and television services over the territory of
          the S.A.N. of Istres, Fosd-sur-Mer and Miramas.

7.   Cable Services de France
     ------------------------
<PAGE>

                                      193


     -    Decision n degrees 97-388 du 25 juillet 1997 autorisant l'exploitation
          d'un reseau cable distribuant des services de radiodiffusion sonore et
          de television dans le territoire de la commune d'Athis-Mons (Essonne).

     -    Decision n degrees 98-837 du 17 novembre 1998 autorisant
          l'exploitation d'un reseau cable distribuant des services de
          radiodiffusion sonore et de television dans le territoire de la
          commune des Mureaux (Yvelines).

     -    Decision n degrees 98-572 du 29 juillet 1998 autorisant l'exploitation
          d'un reseau cable distribuant des services de radiodiffusion sonore et
          de television dans le territoire de la commune de Paray-Vieille-Poste
          (Essonne); approbation de la modification du plan de services du
          reseau cable du 25 janvier 1999 .

V.   Hungarian Licences
     ------------------

A.   CATV Operation
     --------------

1.   Budapest Regional Licence
     -------------------------

     (a)  Licence, dated 23 February 2000, issued by the Budapest Communication
          Inspectorate to UPC Magyarorszag Kft.

     (b)  Modification of the above Licence, dated 5 June 2000, by the Budapest
          Communication Inspectorate to UPC Magyarorszag Kft.

2.   North Hungary Licence
     ---------------------

     (a)  Licence dated 26 April 2000, issued by the Communication Inspectorate
          of North Hungary to UPC Magyarorszag Kft. for the cities of Aszalo,
          Berrettyoujfalu, debrecen, Eger, Felsotarkany, Gyongyos,
          Gyongyostarjan, Malyi, Miskolc, Nagykallo, Nyiregyhaza, Onga,
          Sajopetri, Salgotarjan, Szikszo-Alsovadasz

3.   West Hungary Licences
     ---------------------

     (a)  Licence, dated 23 March 2000, issued by the Communication Inspectorate
          of West Hungary to UPC Magyarorszag Kft. for the cities of Veszprem
          and Varpolata

     (b)  Licence, dated 24 March 2000, issued by the Communication Inspectorate
          of West Hungary to UPC Magyarorszag Kft. for the city of Szombathely

     (c)  Licence, dated 24 March 2000, issued by the Communication Inspectorate
          of West Hungary to UPC Magyarorszag Kft. for the cities of Tatbanya
          and Vertesszolos

     (d)  Licence, dated 24 March 2000, issued by the Communication Inspectorate
          of West Hungary to UPC Magyarorszag Kft. for the cities of Sopron and
          Kophaza

     (e)  Licence, dated 24 March 2000, issued by the Communication Inspectorate
          of West Hungary to UPC Magyarorszag Kft. for the city of Mor

     (f)  Licence, dated 27 March 2000, issued by the Communication Inspectorate
          of West Hungary to UPC Magyarorszag Kft. for the city of
          Szekesfehervar

     (g)  Modification of the above Licences, dated 25 April 2000, by the
          Communication
<PAGE>

                                      194



          Inspectorate of West Hungary

4.   South Hungary Licences
     ----------------------

     (a)  Licence, dated 22 March 2000, issued by the Communication Inspectorate
          of South Hungary to UPC Magyarorszag Kft. for the city of Nagykanizsa

     (b)  Licence, dated 22 March 2000, issued by the Communication Inspectorate
          of South Hungary to UPC Magyarorszag Kft. for the city of Dunaujvaros

     (c)  Licence, dated 22 March 2000, issued by the Communication Inspectorate
          of South Hungary to UPC Magyarorszag Kft. for the cities of
          Hosszuheteny, Komlo and Pecs

     (d)  Modification of the above Licences, dated 2 May 2000, by the
          Communication Inspectorate of South Hungary

5.   East Hungary Licences
     ---------------------

     (a)  Licence, dated 4 July 2000, issued by the Communication Inspectorate
          of East Hungary to UPC Magyarorszag Kft. for the city of Mezotur

     (b)  Licence, dated 4 July 2000, issued by the Communication Inspectorate
          of East Hungary to UPC Magyarorszag Kft. for the city of Szolnok

     (c)  Licence, dated 4 July 2000, issued by the Communication Inspectorate
          of East Hungary to UPC Magyarorszag Kft. for the city of Szolnok-
          Pletykafalu

B.   Internet
     --------

     Nationwide Licence
     ------------------

     (a)  Licence, dated 28 February 2000, issued by the Budapest Communication
          Inspectorate to UPC Magyarorszag Kft.

VI.  Dutch Licences
     --------------

1.   UPC Nederland N.V. (formerly known as United Telekabel Holding N.V.)
     --------------------------------------------------------------------

     (a)  Registration, dated 2 February 1999, as supplier of a public
          telecommunication service (Ref. 900043)

2.   A2000 Holding N.V.
     ------------------

     (a)  Registration, dated 2 July 1999, as constructor or supplier of a
          public telecommunication network (Ref. 900188)

     (b)  Registration, dated 2 July 1999, as supplier of a public
          telecommunication service (Ref. 900365)

     (c)  Registration, dated 2 July 1999, as constructor or supplier of leased
          lines (Ref. 900366)

3.  Kabeltelevisie Amsterdam B.V.
    -----------------------------
<PAGE>

                                      195


     (a)  Registration, dated 20 October 1999, as supplier of a public
          telecommuication service (Ref 900509)

     (b)  Registration, dated 20 October 1999, as supplier of a system of
          conditional access (Ref. 900510)

     (c)  Registration, dated 20 October 1999, as constructor or supplier of a
          public telecommunication network (Ref. 900512)

     (d)  Registration, dated 20 October 1999, as constructor or supplier of a
          broadcast network (Ref. 900513)

     (e)  Registration, dated 5 October 1999, as constructor or supplier of
          leased lines (Ref. 900511)

4.   A2000 Hilversum B.V.
     --------------------

     (a)  Registration, dated 20 October 1999, as supplier of a public
          telecommunication service (Ref. 900514)

     (b)  Registration, dated 20 October 1999, as constructor or supplier of a
          public telecommunication network (Ref. 900517)

     (c)  Registration, dated 20 October 1999, as constructor or supplier of a
          broadcast network (Ref. 900518)

     (d)  Registration, dated 20 October 1999, as constructor or supplier of
          leased lines (Ref. 900516)

     (e)  Registration, dated 20 October 1999, as supplier of a system of
          conditional access (Ref. 900515)

5.   N.V. Telekabel
     --------------

     (a)  Registration, dated 9 March 1999, as supplier of a public
          telecommunication service (Ref. 900119)

     (b)  Registration, dated 12 February 1999, as constructor or supplier of a
          public telecommunication network (Ref. 900059)

     (c)  Registration, dated 2 February 1999, as constructor or supplier of
          leased lines (Ref. 900044)

     (d)  Registration, dated 24 June 1999, as supplier of a system of
          conditional access (Ref. 900316)

     (e)  Registration, dated 2 February 1999, as constructor or supplier of a
          broadcast network (Ref. 900045)

6.   Cable Network Brabant Holding B.V.
     ----------------------------------

     (a)  Registration, dated 24 June 1999, as supplier of a public
          telecommunication service (Ref. 900317)
<PAGE>

                                      196


     (b)  Registration, dated 2 April 1999, as constructor or supplier of a
          public telecommunication network (Ref. 900170)

     (c)  Registration, dated 25 January 1999, as constructor or supplier of
          leased lines (Ref. 900031)

     (d)  Registration, dated 24 June 1999, as supplier of a system of
          conditional access (Ref. 900318)

     (e)  Registration, dated 25 January 1999, as constructor or supplier of a
          broadcast network (Ref. 900032)

7.   GelreVision Holding B.V.
     ------------------------

     (a)  Registration, dated 23 March 2000, as supplier of a public
          telecommunication service (Ref. 900389)

     (b)  Registration, dated 23 March 2000, as constructor or supplier of a
          public telecommunication network (Ref. 900387)

     (c)  Registration, dated 23 March 2000, as constructor or supplier of
          leased lines (Ref. 900390)

     (d)  Registration, dated 23 March 2000, as supplier of a system of
          conditional access (Ref. 900388)

     (e)  Registration, dated 23 March 2000, as constructor or supplier of a
          broadcast network (Ref. 900386)

8.   UPC Haarlem B.V. (formerly known as Kabel Haarlem B.V.)
     -------------------------------------------------------

     (a)  Registration, dated 18 July 2000, as supplier of a public
          telecommunication service (Ref. 900457)

     (b)  Registration, dated 18 July 2000, as constructor or supplier of a
          public telecommunication network (Ref. 900456)

     (c)  Registration, dated 18 July 2000, as constructor or supplier of leased
          lines (Ref. 900459)

     (d)  Registration, dated 18 July 2000, as supplier of a system of
          conditional access (Ref. 900460)

     (e)  Registration, dated 18 July 2000, as constructor of supplier of a
          public telecommunication network (Ref. 900458)

9.   Tebeci Netwerken B.V.
     ---------------------

     (a)  Registration, dated 24 June 1999, as constructor or supplier of a
          public telecommunication network (Ref. 900312)

     (b)  Registration, dated 23 September 1999, as constructor or supplier of a
          broadcast
<PAGE>

                                      197


          network (Ref. 900369)

10.  Tebecai Telecom B.V.
     --------------------

     (a)  Registration, dated 28 September 1999, as supplier of a
          telecommunication service (Ref. 900494)

     (b)  Registration, dated 28 September 1999, as constructor or supplier of
          leased lines (Ref. 900309)

11.  Eneco Kabel TV & Telecom B.V.
     -----------------------------

     (a)  Registration, dated 4 June 1999, as supplier of a public
          telecommunication service (Ref. 900265)

     (b)  Registration, dated 3 June 1999, as constructor or supplier of a
          public telecommunication network (Ref. 900249)

     (c)  Registration, dated 4 June 1999, as constructor or supplier of leased
          lines (Ref. 900264)

     (d)  Registration, dated 3 June 1999, as constructor or supplier of a
          broadcast network (Ref. 900248)

VII.  Norwegian Licences
      ------------------

     (a)  List of "Registered providers of public telephony and public telephone
          services" (Registrerte tilbydere av offentlig telenett og offentlig
          tjenester) from the Norwegian Post Telecommunications Authority - og
          teletilsynet (PTA), dated 29 June 2000

     (b)  "Assignment of number series" (Tildeling av nummerserier) by the PTA,
          dated 24 April 1998

     (c)  Assignment of prefix number 1503 to UPC Norge AS, by the PTA on 25 May
          1998

     (d)  "License for point-to-multipoint systems" (Konsesjon for punkt-til-
          multipunkt systemer") from PTA dated 15 May 1998

     (e)  "Temporary license for test projects" (Midlertidig konsesjon til
          pr0veprosjekter) from the Ministry of Cultural Affairs, dated 27 March
          1998

     (f)  "Temporary license for the establishment of a personal data registry"
          (Midlertidig konsesjon for opprettelse av personregister) from the
          Data Protection Authority, dated 15 February 1999 with letter granting
          exemption from the requirement to delete traffic data within the
          ordinary time limit of 14 days, dated 1 October 1999

     (g)  "Assignment of an International Point Code" (for Signaling - ISPC)
          (Tildeling av internasjonal punktkode), granted by the PTA on
          11October 1999, to UPC Norway

     (h)  "Authorisation to provide installation services relating to cable
          networks" (Autorisasjon av kabel-TV-Installat0rvirksomhet), granted by
          the PTA on 21 November 1996

VIII.  Romanian Licences
       -----------------
<PAGE>

                                      198


1.   Somax SRL
     ---------

     (a)  Broadcasting License No. C106 dated 18 May 1993 (for radio/television
          - broadcasting by cable issued by the National Audiovisual Council;
          duration unknown);

     (b)  Prior technical endorsement dated 9 November 1994 (for audiovisual
          communication by cable issued by the Ministry of Communications -
          Department for Regulations in the field of Communications; duration
          unknown);

     (c)  Authorisation Decision No. 93 dated 25 January 1995 (for audiovisual
          communication by cable [in Botosani] issued by the Ministry of
          Communications - Department for Regulations in the field of
          Communications; duration 10 years);

     (d)  Broadcasting License No. C346 dated 3 March 1994 (for radio/television
          broadcasting by cable issued by the National Audiovisual Council;
          duration unknown);

     (e)  Prior technical endorsement dated 19 August 1994 (for audiovisual
          communication by cable issued by the Ministry of Communications -
          Department for Regulations in the field of Communications; duration
          unknown);

     (f)  Authorisation Decision No. 172 dated 8 June 1995 (for audiovisual
          communication by cable [in Targu Frumos] issued by the Ministry of
          Communications -Department for Regulations in the field of
          Communications; duration illegible);

     (g)  Broadcasting License No. C386 dated 15 March [year illegible] (for
          radio/television - broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (h)  Prior technical endorsement dated 16 January 1995 (for audiovisual
          communication by cable issued by the Ministry of Communications -
          Department for Regulations in the field of Communications);

     (i)  Authorisation Decision No. 173 dated 8 June 1995 (for audiovisual
          communication by cable [in Harlau] issued by the Ministry of
          Communications Department for Regulations in the field of
          Communications).

2.   Eurostat CATV SRL
     -----------------

     (a)  Authorisation No. AP009 dated 11 July 1995 (for broadcasting own
          programmes issued by the National Audiovisual Council);

     (b)  Authorisation Decision No. 186 dated 5 July 1995 (for audiovisual
          communication by cable [in Bacau] issued by the Ministry of
          Communications- Department for Regulations in the field of
          Communications).

3.   Selectronic SRL
     ---------------

     (a)  Broadcasting License No. C004 dated 11 January 1993 (for
          radio/television -broadcasting by cable issued by the National
          Audiovisual Council);

     (b)  Authorisation Decision No. 91 dated 29 December 1994 (for audiovisual
<PAGE>

                                      199


          communication by cable [in Sf. Gheorghe] issued by the Ministry of
          Communications - Department for Regulations in the field of
          Communications);

     (c)  Broadcasting License No. C245 dated 9 December (for radio/television -
          broadcasting by cable issued by the National Audiovisual Council;
          duration unknown);

     (d)  Authorisation Decision No. 298 dated 19 April 1996 (for audiovisual
          communication by cable [in Bacau] issued by the Ministry of
          Communications- Department for Regulations in the field of
          Communications; duration 10 years);

     (e)  Broadcasting License No. C858 dated 11 July 1995 for radio/television
          - broadcasting by cable issued by the National Audiovisual Council;
          duration unknown);

     (f)  Broadcasting License No. 644 dated 30 October 1998 (for audiovisual
          communication by cable [in llieni] issued by the Ministry of
          Communications- Department for Regulations in the field of
          Communications; duration 10 years);

     (g)  Broadcasting License No. C859 dated 11 July 1995 (for radio/television
          - broadcasting by cable issued by the National Audiovisual Council;
          duration unknown);

     (h)  Authorisation Decision No. 643 dated 11 July 1995 (for audiovisual
          communication by cable [in Bacau] issued by the Ministry of
          Communications- Department for Regulations in the field of
          Communications; duration 10 years);

     (i)  Broadcasting License No. C860 dated 11 July 1995 (for radio/television
          - broadcasting by cable issued by the National Audiovisual Council;
          duration unknown);

     (j)  Authorisation Decision No. 642 dated 30 October 1998 (for audiovisual
          communication by cable [in Bacau] issued by the Ministry of
          Communications- Department for Regulations in the field of
          Communications; duration 10 years).

4.   Multicanal Holdings
     -------------------

     (a)  Broadcasting Licence No. C308 dated 1 March 1994 (for radio/television
          - broadcasting by cable issued by the National Audiovisual Council;
          duration unknown);

     (b)  Authorisation Decision No. 247 dated 20 November 1995 (for audiovisual
          communications by cable issued by the Ministry of Communications;
          duration unknown).


5.  Diplomatic International Comimpex SRL
    -------------------------------------

     (a)  Broadcasting License No. C003 dated 11 January 1993 (for
          radio/television -broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (b)  Authorisation Decision No. 22 dated 24 April 1994 (for audiovisual
          communication
<PAGE>

                                      200


          by cable [in Focsani] issued by the Ministry of Communications -
          Department for Regulations in the field of Communications; duration 10
          years);

     (c)  Broadcasting License No. C059 dated 12 March 1993 (for
          radio/television -broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (d)  Authorisation Decision No. 68 dated 3 November 1994 (for audiovisual
          communication by cable [in Tecuci] issued by the Ministry of
          Communications- Department for Regulations in the field of
          Communications; duration 10 years);

     (e)  Broadcasting License No. C286 dated 10 February 1994 (for
          radio/television- broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (f)  Authorisation Decision No.65 dated 3 November 1994 (for audiovisual
          communication by cable [in Adjud] issued by the Ministry of
          Communications- Deparment for Regulations in the field of
          Communications; duration 10 years);

     (g)  Broadcasting License No. C365 dated 15 March 1994 (for
          radio/television -broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (h)  Authorisation Decision No. 306 dated 8 May 1996 (for audiovisual
          communication by cable [in Gugesti] issued by the Ministry of
          Communications - Department for Regulations in the field of
          Communications; duration 10 years);

     (i)  Broadcasting License No. C370 dated 15 March 1994 (for
          radio/television -broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (j)  Authorisation Decision No. 308 dated 8 May 1996 (for audiovisual
          communication by cable [in Golesti] issued by the Ministry of
          Communications - Department for Regulations in the field of
          Communications; duration 10 years).

6.  Control Cable Ventures
    ----------------------

     (a)  Broadcasting License No. C696 dated 4 April 1995 (for
          radio/television - broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (b)  Authorisation Decision No. 178 dated 8 June 1995 (for audiovisual
          communication by cable [in Ploiesti] issued by the Ministry of
          Communications - Department for Regulations in the field of
          Communications; duration 10 years);

     (c)  Broadcasting License No. C1263 dated 17 December (for
          radio/television - broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (d)  Authorisation Decision No. 499 dated 30 January 1998 (for audio/visual
          communication by cable [in Slobozia] issued by the Ministry of
          Communications - Department for Regulations in the field of
          Communications; duration 10 years);
<PAGE>

                                      201


     (e)  Broadcasting License No. C1967 dated 16 September 1999 (for
          radio/television - broadcasting by cable issued by the National
          Audiovisual Council; duration unknown);

     (f)  Authorisation Decision No. 805 dated 13 March (for audiovisual
          communication by cable [in Tandarei] issued by National Communications
          Agency - Department for Regulations and Licenses in the field of
          Communications; duration 10 years).

IX.  Slovakian Licences
     ------------------

A.   UPC Slovensko s.r.o
     -------------------

     Capital City of Bratislava, Trencin, Zilina, Dolny Kubin, Banska Bysrica
     ------------------------------------------------------------------------
     and Dunajska Streda
     -------------------

     (a)  Cable Broadcasting licence T/76 dated 3 January 1997 valid until 4
          January 2009

     (b)  Info channel broadcasting licence TKR/13 dated 20 December 1993 valid
          until 21 December 2005

1.   Capital City of Bratislava:
     --------------------------

     (a)  Municipality of Rubinov
          -----------------------

          Authorisation dated 1 January 1994

     (b)  Municipality of Podunajske Byskupice
          ------------------------------------

          Authorisation dated 31 August 1994

     (c)  Municipality of Nove Mesto
          --------------------------

          Authorisation dated 28 February 1996

     (d)  Municipality of Petralka
          ------------------------

          Authorisation dated 6 October 1994

     (e)  Municipality of Karlova Ves
          ---------------------------

          Authorisation dated 13 March 1996

     (f)  Municipality of Dubravka
          ------------------------

          Authorisation dated 3 August 1994

     (g)  Municipality of Lama
          --------------------

          Authorisation dated 3 August 1994

     (h)  Municipality of Vrakua
          ----------------------

          Authorisation dated 10 November 1994
<PAGE>

                                      202


     (i)  Municpality of Raa
          ------------------

          Authorisation dated 7 October 1994

     (j)  Municipality of Vajnory
          -----------------------

          Authorisation dated 24 April 1996

     (k)  Municipality of Jarovce
          -----------------------

          Authorisation dated 18 April 1996

     (l)  Municipality of Rusovce
          -----------------------

          Authorisation dated 18 June1996

     (m)  Municipality of unovo
          ---------------------

          Authorisation dated 29 February 1996

     (n)  Municipality of Stare Mesto
          ---------------------------

          Authorisation dated 11 July 1994

     (o)  Municipality of Devin
          ---------------------

          Authorisation dated 11 December 1998

     2.   City of Trenin:
          --------------

     (a)  Municipality of Trencin
          -----------------------

          Authorisation dated 22 June 1995

     3.   City of ilina
          -------------

     (b)  Municipality of ilina
          ---------------------

          Authorisation dated 4 September 1995

     4.   City of Dolny Kubin
          -------------------

     (c)  Municipality of Dolny Kubin
          ---------------------------

          Authorisation dated 22 June 1995

     5.   City of Banska Bystrica
          -----------------------

     (a)  Municipality of Banska Bystrica
          -------------------------------

          Authorisation dated 31 July 1995
<PAGE>

                                      203


     6.   City of Dunajska Streda
          -----------------------

     (a)  Municipality of Dunajska Streda
          -------------------------------

          Authorisation dated 4 August 1994

B.   KabelTel s.r.o
     --------------

     City of Zvolen, Nove Zamky and Levice
     -------------------------------------

     (a)  Cable Broadcasting licence TKR/139 dated 13 April 1999 valid until 14
          April 2011

1.   City of Zvolen
     --------------

     (a)  Municipality of Zvolen
          ----------------------

          Authorisation dated 30 November 1995 and Amendment no.1 and no.2

2.   City of Nove Zamky
     ------------------

     (a)  Municipality of Nove Zamky
          --------------------------

          Authorisation dated 17 April 1997 and Amendment no.1

3.   City of Levice
     --------------

     (a)  Municipality of Levice
          ----------------------

          Authorisation dated 3 June 1998

C.   Trnavatel s.r.o Trnava
     ----------------------

3.   City of Trnava
     --------------

     (a)  Municipality of Trnava
          ----------------------

          (i)   Authorisation dated 20 July 1994
          (ii)  Cable Broadcasting licence TKR/161 dated 20 December 1999

D.   Kabel Plus a.s. Bratislava
     --------------------------

     City of Bratislava, Hlohovec, Banovce nad Bebravoc and Stara Tura
     -----------------------------------------------------------------

     (a)  Cable Broadcasting licence TKR/11 dated 21 October 1998 valid until 22
          October 2005

     (b)  Info channel broadcasting licence T/103 dated 17 December 1998 valid
          until 22 October 2005

9:   City of Hlohovec
     ----------------

     Authorisation dated  9 October 1991

10:  City of Banovce nad Bebravou
     ----------------------------
<PAGE>

                                      204
________________________________________________________________________________

     Authorisation dated 6 November 1991

11:  City of Stara Tura
     ------------------

     Authorisation dated 2 December 1991

12:  City of Pezinok
     ---------------

     Authorisation dated 27 June 1995

E.   Kabel Plus a.s. Banska Bystrica
     -------------------------------

     City of Banska Bystrica, Revuca, Sliac, Lucenec and Povazska Bystrica
     ---------------------------------------------------------------------

     (a)  Cable Broadcasting licence TKR/10 dated 19 October 1993 valid until 20
          October 2005

     (b)  Info channel broadcasting licence T/6 dated 19 October 1993 valid
          until 20 October 2005

X.   Swedish Licences
     ----------------

     (a)  UPC Sverige AB
          --------------

          Licence to provide telephony service HK 95-68 dated 24/th/ July 1995,
          conditions replaced by decision 99-18777, dated 21/st/ December 1999,
          which incorporates conditions adopted by decision 96-16693, dated
          6/th/ August 1998

________________________________________________________________________________
<PAGE>

                                      205
________________________________________________________________________________


                                  SIGNATORIES

BORROWERS

UPC DISTRIBUTION HOLDING B.V.

By:  JEREMY EVANS


UPC FINANCING PARTNERSHIP

By:  JEREMY EVANS


Original Guarantors

UPC DISTRIBUTION HOLDING B.V.

By:  JEREMY EVANS


UPC HOLDING II B.V.

By:  JEREMY EVANS


UPC FINANCING PARTNERSHIP

By:  JEREMY EVANS


UPC HOLDING B.V.

By:  JEREMY EVANS


UPC FRANCE HOLDING B.V.

By:  JEREMY EVANS


UPC SCANDINAVIA HOLDING B.V.

By:  JEREMY EVANS

________________________________________________________________________________
<PAGE>

                                      206
________________________________________________________________________________

Lead Arrangers

CHASE MANHATTAN plc

By:  ANN B KERNS


TD BANK EUROPE LIMITED

By:  STEPHEN MCPHERSON


ABN AMRO BANK N.V.

By:  STEPHEN MCPHERSON


BANK OF AMERICA INTERNATIONAL LIMITED

By:  STEPHEN MCPHERSON


BNP PARIBAS

By:  STEPHEN MCPHERSON


CIBC WORLD MARKETS plc

By:  ANN B KERNS


CREDIT LYONNAIS S.A.

By:  ANN B KERNS


FORTIS BANK (NEDERLAND) N.V.

By:  ANN B KERNS


THE ROYAL BANK OF SCOTLAND plc

By:  ANN B KERNS

________________________________________________________________________________
<PAGE>

                                      207
________________________________________________________________________________

Lenders

THE CHASE MANHATTAN BANK

By:  ANN B KERNS


THE TORONTO-DOMINION BANK

By:  STEPHEN MCPHERSON


TORONTO DOMINION (TEXAS), INC.,

By:  JANO MOTT


ABN AMRO BANK N.V.

By:  STEPHEN MCPHERSON


BNP PARIBAS, BELGIAN BRANCH

By:  STEPHEN MCPHERSON


CIBC WORLD MARKETS plc

By:  ANN B KERNS


CREDIT LYONNAIS S.A.

By:  ANN B KERNS


FORTIS BANK (NEDERLAND) N.V.

By:  ANN B KERNS

________________________________________________________________________________
<PAGE>

                                      208
________________________________________________________________________________

N B INTERNATIONAL FINANCE B.V.

By:  STEPHEN MCPHERSON


THE ROYAL BANK OF SCOTLAND plc

By:  ANN B KERNS


ABBEY NATIONAL TREASURY SERVICES PLC

By:  A J LYNN


LEHMAN COMMERCIAL PAPER Inc.

By:  JENNIFER O'CALLAGHAN


BANCA COMMERCIALE ITALIANA S.p.A.

By:  RICHARD ADAMS                      RICHARD OLIVER


BEAR STEARNS CORPORATE LENDING INC.

By:  KEITH C BARNISH


CITIBANK, N.A.

By:  PAUL HOUSE


CREDIT SUISSE FIRST BOSTON

By:  MATTHEW VYLE                       KAMLESH VARA


DAIMLER CHRYSLER CAPITAL SERVICES (DEBIS) BELGIUM S.A.

By:  ANN B KERNS

________________________________________________________________________________
<PAGE>

                                      209
________________________________________________________________________________

DLJ CAPITAL FUNDING, INC.

By:  THOMAS L NEWBERRY


DRESDNER BANK AG LONDON BRANCH

By:  S CLUNIE                           M BURNYEAT


HARBOURMASTER LOAN CORPORATION B.V.

By:  ANN B KERNS


GOLDMAN SACHS CREDIT PARTNERS, L.P.

By:  VIVEK KUMAR


GOLDMAN SACHS CREDIT PARTNERS, L.P.

By:  VIVEK KUMAR


THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND

By:  G MACDONALD


IBM NEDERLAND FINANCIERINGEN B.V.

By:  A LUNDQVIST


ING BANK N.V.

By:  ANN B KERNS                        STEPHEN MCPHERSON


EUROCREDIT CDO I B.V. AND EUROCREDIT CDO II B.V.

By:  ANDREW D JACKSON

________________________________________________________________________________
<PAGE>

                                      210
________________________________________________________________________________

KBC FINANCE IRELAND

By:  STEPHEN MCPHERSON


MERRILL LYNCH CAPITAL CORPORATION

By:  MARTIN J MCINERNEY


DEBT STRATEGIES FUND III, Inc

By:    JOSEPH MATTEO


DEBT STRATEGIES FUND II, Inc

By:  JOSEPH MATTEO


DEBT STRATEGIES FUND, Inc

By:  JOSEPH MATTEO


SENIOR HIGH INCOME PORTFOLIO, Inc.

By:  JOSEPH MATTEO


MORGAN STANLEY SENIOR FUNDING Inc.

By:  MAY F NASRALLAH


OPPENHEIMER SENIOR FLOATING RATE FUND

By:  SCOTT FARRAR


SCOTIABANK EUROPE plc

By:  ANN B KERNS

________________________________________________________________________________
<PAGE>

                                      211
________________________________________________________________________________

VAN KAMPEN PRIME RATE INCOME TRUST

By:  BRIAN T BUSCHER


VAN KAMPEN SENIOR INCOME TRUST

By:  BRIAN T BUSCHER


UBS AG, LONDON BRANCH

By:  J V MCCLOSKEY                      WILLIAM J GALLAGHER


Facility Agent

TD BANK EUROPE LIMITED


By:  STEPHEN MCPHERSON


TORONTO DOMINION (TEXAS), INC.,


By:  JANO MOTT


Security Agent

TD BANK EUROPE LIMITED


By:  STEPHEN MCPHERSON

________________________________________________________________________________
</TEXT>
</DOCUMENT>
