236,000,000 ADDITIONAL FACILITY R ACCESSION AGREEMENT

To:

Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe Limited as Security Agent

From:

The banks and financial institutions listed in Schedule 1 to this Agreement (the Additional Facility R Lenders )

1.

In this Agreement:

Additional Facility L Lender means each of the lenders under Facility L.

Facility L means the €830,000,000 redrawable term loan facility made available under the Additional Facility Accession Agreement dated 3 July 2006.

Facility L1 Interest Period means the Interest Period currently selected (as at the date of this Agreement) in respect of the outstanding €655,000,000 Advance (the Facility L1 Advance ) under Facility L.

Facility L2 Interest Period means the Interest period currently selected (as at the date of this Agreement) in respect of the outstanding €175,000,000 Advance (the Facility L2 Advance ) under Facility L.

Facility R means the €236,000,000 term loan facility made available under this Agreement.

Facility R Advance means a Euro denominated advance made to UPC Financing by the Additional Facility R Lenders under Facility R.

Facility R1 Advance means the €186,240,964 Advance to be drawn on the Effective Date in accordance with paragraph 10 below.

Facility R2 Advance means the €49,759,036 Advance to be drawn on the Effective Date in accordance with paragraph 10 below.

Facility R Commitment means, in relation to an Additional Facility R Lender, the amount in Euros set opposite its name under the heading “Facility R Commitment” in Schedule 1 to the counterpart of this Agreement executed by that Additional Facility R Lender, to the extent not cancelled, transferred, or reduced under the Credit Agreement.

Majority Facility R Lenders means Additional Facility R Lenders the aggregate of whose Facility R Commitments exceeds 66  ² / 3 per cent. of the aggregate of Facility R Commitments of all Additional Facility R Lenders.

2.

Unless otherwise defined in this Agreement, terms defined in the Credit Agreement shall have the same meaning in this Agreement and a reference to a Clause is a reference to a Clause of the Credit Agreement. The principles of construction set out in Clause 1.2 (Construction) of the Credit Agreement apply to this Agreement as though they were set out in full in this Agreement.

3.

We refer to Clause 2.2 (Additional Facilities) of the Credit Agreement.

4.

This Agreement will take effect on the date on which the Facility Agent notifies UPC Broadband and the Additional Facility R Lenders that it has received the documents and evidence set out in Schedule 2 to this Agreement, in each case in form and substance satisfactory to it or, as the case may be, the requirement to provide any of such documents or evidence has been waived by the Majority Facility R Lenders and in the case of the evidence specified at (b) of paragraph 4 (Other documents) of Schedule 2, by all the Facility R Lenders (the Effective Date ).

5.

We, the Additional Facility R Lenders, agree:

(a)

to become party to and to be bound by the terms of the Credit Agreement as Lenders in accordance with Clause 2.2 (Additional Facilities) of the Credit Agreement; and

(b)

to become party to the Security Deed as Lenders and to observe, perform and be bound by the terms and provisions of the Security Deed in the capacity of Lenders in accordance with Clause 9.3 (Transfers by Lenders) of the Security Deed.

6.

The Additional Facility Commitment in relation to an Additional Facility R Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility R Commitment.

7.

Any interest due in relation to Facility R will be payable on the last day of each Interest Period in accordance with Clause 8 (Interest) of the Credit Agreement.

8.

The Availability Period for Facility R shall be the Effective Date.

9.

Facility R may be drawn by two Advances and no more than two Requests may be made in respect of Facility R under the Credit Agreement.

10.

The two Advances to be drawn under this Facility R shall be drawn on the same date (the First Utilisation Date ), being the Effective Date and shall be the Facility R1 Advance and the Facility R2 Advance respectively.

11.

(a)

The first Interest Period to apply to each of the Facility R1 Advance and the Facility R2 Advance will be a period equal to the period running from the First Utilisation Date up to and including:

(i)

in the case of the Facility R1 Advance, the last day of the Facility L1 Interest Period; and

(ii)

in the case of the Facility R2 Advance, the last day of the Facility L2 Interest Period.

(b)

In respect of the first Interest Period only:

(i)

in the case of the Facility R1 Advance, EURIBOR shall mean the EURIBOR rate as determined in respect of the Facility L1 Interest Period; and

(ii)

in the case of the Facility R2 Advance, EURIBOR shall mean the EURIBOR rate as determined in respect of the Facility L2 Interest Period.

12.

The Facility R Advances will be used for general corporate purposes and working capital purposes, including the repayment or prepayment of existing indebtedness.

13.

The Final Maturity Date in respect of this Facility R will be the earlier of:

(a)

31 December 2015; and

(b)

if by 17 October 2013 (the Relevant Date