TELENET ADDITIONAL FACILITY V ACCESSION AGREEMENT TERM LOAN V FACILITY

In this Agreement:

For the purposes of the Term Loan V Facility and any Term Loan V Facility Loan, and notwithstanding any provision of a Finance Document to the contrary:

the following defined terms shall have the following meanings in the Finance Documents:

where they relate to a Luxembourg company, references in the Finance Documents to:

a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

a receiver, administrative receiver, administrator or the like includes, without limitation, a juge délégué, commissaire, juge-commissaire, liquidateur or curateur;

a security interest includes any hypothèque, nantissement, gage, privilege, sûreté réelle, droit de rétention and any type of real security or agreement or arrangement having a similar effect and any transfer of title by way of security; and

a person being unable to pay its debts includes that person being in a state of cessation of payments (cessation de paiements);

any guarantee given by any Luxembourg Guarantor does not constitute a suretyship (cautionnement) in the sense of articles 2011 and subsequent of the Luxembourg civil code;

the maximum liability of any Luxembourg Guarantor under the Finance Documents shall be limited so that the maximum amount payable by the relevant Luxembourg Guarantor for the obligations of any Obligor, which is not a direct or indirect Subsidiary of such Luxembourg Guarantor, hereunder shall at no time exceed the Maximum Amount.

all moneys received by that Luxembourg Guarantor or direct or indirect Subsidiaries of that Luxembourg Guarantor (which are direct or indirect Subsidiaries of that Luxembourg Guarantor on the date hereof or which will be direct or indirect Subsidiaries of that Luxembourg Guarantor hereafter) as borrower under or pursuant to the Finance Documents; and

the aggregate amount of the outstanding intercompany loans made to the Luxembourg Guarantor or direct or indirect Subsidiaries of that Luxembourg Guarantor (which are direct or indirect Subsidiaries of that Luxembourg Guarantor on the date hereof or which will be direct or indirect Subsidiaries of that Luxembourg Guarantor hereafter) by other members of the Group which have been funded with moneys received by the Borrowers under the Finance Documents (the Loan Amount); and

an amount equal to 95% of the greater of:

the market value of the assets of the Luxembourg Guarantor at the time the guarantee is called less the Liabilities, other than the Loan Amount, at the time the guarantee is called; and

the market value of the assets of the Luxembourg Guarantor at the date of this Agreement less the Liabilities, other than the Loan Amount, at the time the guarantee is called.

Telenet International Finance S.à r.l. hereby expressly accepts and confirms, for the purposes of articles 1281 and 1278 of the Luxembourg civil code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with, the provisions of this Agreement or the Finance Documents, the guarantee given by it guarantees all obligations of each Obligor (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and any security created under this Agreement or the Finance Documents shall be preserved for the benefit of any New Lender and each Luxembourg Obligor hereby accepts and confirms the aforementioned.

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.

We refer to Clause 2.7 (Telenet Additional Facility) of the Credit Agreement.

This Agreement will take effect on the date on which the Facility Agent notifies the Borrower under the Term Loan V Facility and the Telenet Additional Facility V Lender that it has received

The Telenet Additional Facility V Lender agrees:

to become party to and to be bound by the terms of the Credit Agreement as a Lender in accordance with Clause 2.7 (Telenet Additional Facility) of the Credit Agreement; and

to become party to the Intercreditor Agreement as a Lender and to observe, perform and be bound by the terms and provisions of the Intercreditor Agreement in the capacity as Lender in accordance with Clause 20.7 (Senior Creditors) of the Intercreditor Agreement.

The Telenet Additional Facility Commitment in relation to the Telenet Additional Facility V Lender (for the purpose of the definition of Telenet Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Term Loan V Facility Commitment.

The Facility Agent will, for the purposes of any determination to be made under the Credit Agreement or this Agreement, apply the votes of the Telenet Additional Facility V Lender in accordance with a written direction to be provided by the Telenet Additional Facility V Lender. The Telenet Additional Facility V Lender agrees that it will give any such direction in accordance with the provisions of Section 9.01 of the Indenture. For the avoidance of doubt, the Facility Agent may rely on any such directions received and shall have no duty to enquire or monitor as to whether such direction complies with Section 9.01 of the Indenture.

The Term Loan V Facility may be drawn by one Loan on the Effective Date and such date will constitute the Availability Period for the Term Loan V Facility. No more than one Request may be made in respect of the Term Loan V Facility under the Credit Agreement, and such Request may only be in a principal amount of the Telenet Additional Facility Commitment in relation to the Term Loan V Facility as set out in paragraph 7 above.

The Final Maturity Date in respect of the Term Loan V Facility is 15 August 2024. Any outstanding Loan under the Term Loan V Facility shall be repaid in full on the Final Maturity Date.

The interest rate in relation to the Term Loan V Facility will be a fixed rate of 6.750 per cent. per annum. Such interest rate will be calculated in accordance with Clause 8.1 (Interest rate) of the Credit Agreement as being the sum of EURIBOR, the applicable Margin and the Mandatory Costs, where in order to achieve the fixed rate referred to above, the applicable Margin will be:

the sum of EURIBOR plus the Mandatory Costs.

The first Term to apply to the Term Loan V Facility Loan will be a period equal to the period running from the Effective Date up to and including 15 February 2013. The Borrower agrees that each subsequent Term under the Term Loan V Facility will be 6 months.

Upon the occurrence of a mandatory prepayment of the Term Loan V Facility following a Change of Control, as defined under Clause 7.2 (Mandatory prepayment – change of control) of the Credit Agreement, the Borrower under the Term Loan V Facility agrees to pay to the Facility Agent (for the account of the Telenet Additional Facility V Lender) an amount equal to 1 per cent. of the principal amount of the Term Loan V Facility, plus accrued and unpaid interest to the due date of mandatory prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Telenet Additional Facility V Lender) under the Term Loan V Facility on the actual date of such mandatory prepayment.

At any time prior to 15 August 2018, upon the occurrence of a voluntary prepayment of any or all of the Term Loan V Facility by the Borrower under the Term Loan V Facility under Clause 7.6 (Voluntary prepayment) of the Credit Agreement (other than a voluntary prepayment complying with Clause 16 or Clause 17 below), the Borrower under the Term Loan V Facility agrees to pay to the Facility Agent (for the account of the Telenet Additional Facility V Lender) an amount equal to the Additional Amount (as defined below) (calculated as of a date no more than three Business Days prior to the date of the relevant prepayment notice), plus accrued and unpaid interest on the amount of the Term Loan V Facility Loan prepaid to the due date of prepayment. Such payment shall be due and payable by the Borrower under the Term Loan V Facility to the Facility Agent (for the account of the Telenet Additional Facility V Lender) on the actual date of such prepayment.

the present value at such prepayment date of (i) the amount that would be payable (as set out in clause 16 below) in respect of the Term Loan V Facility if the Term Loan V Facility were prepaid pursuant to Clause 7.6 (Voluntary prepayment) of the Credit Agreement, plus (ii) the principal amount of the Term Loan V Facility being prepaid plus (iii) all required interest payments due on the principal amount of the Term Loan V Facility being prepaid through 15 August  2018, (excluding accrued but unpaid interest to the prepayment date and assuming such interest payments are calculated at the rate of interest on the Term Loan V Facility in effect on such prepayment date), computed using a discount rate equal to the Bund Rate as of such prepayment date plus 50 basis points; over

the principal amount of the Term Loan V Facility being prepaid.

On or after 15 August  2018 upon the occurrence of a voluntary prepayment of any or all of the Term Loan V Facility by the Borrower under the Term Loan V Facility under Clause 7.6 (Voluntary prepayment) of the Credit Agreement (other than a voluntary prepayment complying with Clause 16 below), the Borrower under the Term Loan V Facility agrees to pay to the Facility Agent (for the account of the Telenet Additional Facility V Lender) an amount equal to the relevant percentages of the principal amount of the Term Loan V Facility being prepaid as set forth in the table below on, plus accrued and unpaid interest then due on the amount of the Term Loan V Facility prepaid to, the due date of prepayment, if prepaid during the twelve-month period beginning on August 15 of the years indicated below:

Following a Telenet Group Transfer:

if the holders of a majority of the aggregate principal amount of the Aggregate Notes consent to the Telenet Group Transfer, the Borrower under the Term Loan V Facility may, at its option, voluntarily prepay a principal amount of the Term Loan V Facility under Clause 7.6 (Voluntary prepayment) of the Credit Agreement equal to the aggregate principal amount of the Notes whose holders did not consent to the Telenet Group Transfer (in accordance with the terms of the Indenture) and in connection therewith the Borrower under the Term Loan V Facility will pay to the Facility Agent (for the account of the Telenet Additional Facility V Lender) an amount equal to 1 per cent. of the principal amount of the Term Loan V Facility prepaid, plus accrued and unpaid interest to the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Telenet Additional Facility V Lender) under the Term Loan V Facility on the actual date of such prepayment; or

if the holders of a majority of the aggregate principal amount of the Aggregate Notes do not consent to the Telenet Group Transfer, the Borrower under the Term Loan V Facility will voluntarily prepay a principal amount of the Term Loan V Facility under Clause 7.6 (Voluntary prepayment) of the Credit Agreement equal to the aggregate principal amount of the Notes tendered in the offer to purchase described in Section 3.08(b) of the Indenture and in connection therewith the Borrower under the Term Loan V Facility will pay to the Facility Agent (for the account of the Telenet Additional Facility V Lender) an amount equal to 1 per cent. of the principal amount of the Term Loan V Facility prepaid, plus accrued and unpaid interest to the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Telenet Additional Facility V Lender) under the Term Loan V Facility on the actual date of such prepayment.

Telenet NV shall not arrange an Additional Facility (in addition to any applicable requirements set forth in Clause 2.8(e) of the Credit Agreement) if after giving effect to the utilisation (and, for the avoidance of doubt, the application of the net proceeds) of the Total Telenet Additional Facility Commitments under such Telenet Additional Facility, the ratio of Net Total Senior Debt (as defined below) to Consolidated Annualised EBITDA would be greater than 4.50:1.

The Borrower agrees that it will not request or require the transfer of all of the rights and obligations of the Telenet Additional Facility V Lender pursuant to Clause 26.3 (Non-Consenting Lenders) of the Credit Agreement.

The Borrower under the Term Loan V Facility confirms, on behalf of itself and each other Obligor, that the representations and warranties set out in Clause 16 (Representations and Warranties) of the Credit Agreement (except for Clauses 16.7 (Authorisations), 16.9 (No material adverse change), 16.10 (Litigation and insolvency proceedings), 16.11 (Business Plan), 16.12

Each of the Guarantors confirms that its obligations under Clause 15 (Guarantee and Indemnity) of the Credit Agreement, and each of the Existing Security Providers confirms that the Security Interests created pursuant to the Security Documents and its obligations under the Finance Documents, shall continue unaffected and that such obligations extend to the Total Commitments as increased by the addition of the Term Loan V Facility and that such obligations shall be owed to each Finance Party including the Telenet Additional Facility V Lender.

The Telenet Additional Facility V Lender confirms to each Finance Party that:

it 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 the Credit Agreement and has not relied on any information provided to it by a Finance Party in connection with any Finance Document; and

it 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 Credit Agreement or any Telenet Additional Facility Commitment is in force.

The Telenet Additional Facility V Lender and the Facility Agent agree to waive the notice period in respect of drawdown requests under Clause 5.1 (Giving of Request) of the Credit Agreement in respect of this Term Loan V Facility.

The Telenet Additional Facility V Lender, the Borrower and the Facility Agent acknowledge and agree that (a) the Facility V Advance shall be made by the Additional Facility V Lender directly to the Borrower to an account notified by the Borrower to the Additional Facility V Lender, rather than through the Facility Agent, and (b) in respect of any other payments of principal, interest or other amounts due under Facility V, (i) the Borrower shall make payments payable by it to the Additional Facility V Lender directly to the Additional Facility V Lender (or to such account as the Additional Facility V Lender may specify), and (ii) the Additional Facility V Lender shall make payments payable by it to the Borrower directly to the Borrower (or to such account as the Borrower may specify). The Additional Facility V Lender agrees that it shall promptly notify the Facility Agent if the Borrower fails to make any payment under subclause (b)(i) of this Clause 24 when due, and the Borrower agrees that it shall promptly notify the Facility Agent if the Additional Facility V Lender fails to make any payment under subclause (b)(ii) of this Clause 24 when due.

The Facility Office and address for notices of the Telenet Additional Facility V Lender for the purposes of Clause 33.2 (Contact details) of the Credit Agreement will be that notified by the Telenet Additional Facility V Lender to the Facility Agent.

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Agreement by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. In relation to each counterpart, upon confirmation by or on behalf of the signatory that the signatory authorises the attachment of such counterpart signature page to the

The Borrower under the Term Loan V Facility hereby agrees that the Telenet Additional Facility V Lender may disclose confidential information supplied to it by or on behalf of any Obligor in connection with the Finance Documents to the extent such disclosure is required by the terms of the Notes.

For the purposes of any assignment, transfer or novation of rights and/or obligations (in whole or in part) by the Telenet Additional Facility V Lender under Clause 27.3 (Transfers by Lenders) of the Credit Agreement, the Borrower hereby consents to any assignment, transfer or novation made by the Telenet Additional Facility V Lender following an Event of Default under and as defined in the Indenture. The Telenet Additional Facility V Lender may only deliver to the Facility Agent a completed Transfer Certificate if at that time it confirms to the Facility Agent in writing that an assignment, transfer or novation of the interest Term Loan V Facility to be assigned, transferred or novated is not prohibited under the terms of any agreement that is binding on it or any of its assets.

The parties acknowledge that this Agreement is a Finance Document.

A copy of the articles of association of each Obligor and each Existing Security Provider.

A copy of a resolution of the board of directors of each Obligor and each Existing Security Provider approving the terms of, and the transactions contemplated by, this Agreement and any other Finance Documents to which it is, or will become, a party.

A specimen of the signature of each person authorised on behalf of an Obligor and each Existing Security Provider to execute or witness the execution of this Agreement and any other Finance Document or to sign or send any document or notice in connection with this Agreement and any other Finance Document.

An up-to-date extract from the Luxembourg Trade and Companies Register in respect of the Borrower under the Term Loan V Facility.

An up-to-date negative certificate (certificat de non-inscription d’une décision judicaire) issued by the Luxembourg Trade and Companies register in respect of the Borrower under the Term Loan V Facility.

A copy of the minutes of the shareholders’ meeting of each Belgian Obligor and each Belgian Existing Security Provider (other than Telenet Group Holding NV):

approving for the purposes of article 556 of the Belgian Companies Act, the terms of and transactions contemplated by this Agreement; and

authorising named persons to fulfil the formalities with the Registry of the Commercial Court of the registered office of such Obligor or Existing Security Provider following the decision taken in accordance with the above.

A certificate of an authorised signatory of the Borrower under the Term Loan V Facility:

confirming that utilising the Total Commitments (including the Term Loan V Facility Commitment) in full would not breach any limit binding on any Obligor; and

certifying that each copy document specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

A copy of the most recent annual accounts of the Borrower or, in the absence thereof, a copy of the opening balance sheet of the Borrower under the Term Loan V Facility.

Evidence that the agent of the Borrower under the Finance Documents for service of process in England has accepted its appointment.

Evidence required by the Finance Parties for the purpose of any applicable money laundering regulations.

A legal opinion of Allen & Overy LLP, English legal advisers to the Facility Agent, addressed to the Finance Parties and the initial purchasers under the Purchase Agreement executed in respect of the Notes.

A legal opinion of Allen & Overy LLP, Belgian legal advisers to the Facility Agent, addressed to the Finance Parties and the initial purchasers under the Purchase Agreement executed in respect of the Notes.

A legal opinion of Allen & Overy Luxembourg, Luxembourg legal advisers to the Facility Agent, addressed to the Finance Parties and the initial purchasers under the Purchase Agreement executed in respect of the Notes.

Confirmation by the Telenet Additional Facility V Lender that the Notes have been issued.

Deed of Accession in respect of the Telenet Additional Facility V Lender accession to the Intercreditor Agreement as a Lender.