TELENET ADDITIONAL FACILITY P ACCESSION AGREEMENT TERM LOAN P FACILITY

1.

In this Agreement:

2.

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

3.

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.

4.

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

5.

This Agreement will take effect on the date on which the Facility Agent notifies the Borrower under the Term Loan P Facility and the Telenet Additional Facility P Lender 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 Facility Agent (acting on the instructions of the Term Loan P Facility Lender) (the Effective Date).

6.

The Telenet Additional Facility P Lender agrees:

(a)

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

(b)

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.

7.

The Telenet Additional Facility Commitment in relation to the Telenet Additional Facility P 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 P Facility Commitment.

8.

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 P Lender in accordance with a written direction to be provided by the Telenet Additional Facility P Lender. The Telenet Additional Facility P 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.

9.

The Term Loan P Facility may be drawn by one Loan on the Effective Date and such date will

10.

The Final Maturity Date in respect of the Term Loan P Facility is 15 June 2021. Any outstanding Loan under the Term Loan P Facility shall be repaid in full on the Final Maturity Date.

11.

The interest rate in relation to the Term Loan P Facility will be a floating rate 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 the applicable Margin will be, with respect to any Term:

12.

The first Term to apply to the Term Loan P Facility Loan will be a period equal to the period running from the Effective Date up to and including 14 September 2011. The Borrower agrees that each subsequent Term under the Term Loan P Facility will be 3 months.

13.

Upon the occurrence of a mandatory prepayment of the Term Loan P 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 P Facility agrees to pay to the Facility Agent (for the account of the Telenet Additional Facility P Lender) an amount equal to 2 per cent. of the principal amount of the Term Loan P 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 P Lender) under the Term Loan P Facility on the actual date of such mandatory prepayment.

14.

At any time prior to 15 June 2014, upon the occurrence of a voluntary prepayment of any or all of the Term Loan P Facility by the Borrower under the Term Loan P 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 P Facility agrees to pay to the Facility Agent (for the account of the Telenet Additional Facility P 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 P Facility Loan prepaid to the due date of prepayment. Such payment shall be due and payable by the Borrower under the Term Loan P Facility to the Facility Agent (for the account of the Telenet Additional Facility P Lender) on the actual date of such prepayment.

15.

On or after 15 June 2014 upon the occurrence of a voluntary prepayment of any or all of the Term Loan P Facility by the Borrower under the Term Loan P 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 P Facility agrees to pay to the Facility Agent (for the account of the Telenet Additional Facility P Lender) an amount equal to the relevant percentages of the principal amount of the Term Loan P 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 P Facility prepaid to, the due date of prepayment, if prepaid during the twelve-month period beginning on 15 June of the years indicated below:

16.

Following a Telenet Group Transfer:

17.

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.

18.

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

19.

The Borrower under the Term Loan P 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 (No misleading information), 16.13 (Tax Liabilities), 16.14 (Security Interests), 16.17 (Ownership of assets), and 16.19 (ERISA)) are true and correct as if made at the Effective Date with reference to the facts and circumstances then existing, and as if each reference to the Finance Documents includes a reference to this Agreement.

20.

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 P Facility and that such obligations shall be owed to each Finance Party including the Telenet Additional Facility P Lender.

21.

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

(a)

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

(b)

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.

22.

The Telenet Additional Facility P 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 P Facility.

23.

The Telenet Additional Facility P Lender, the Borrower and the Facility Agent acknowledge and agree that (a) the Facility P Advance shall be made by the Additional Facility P Lender directly to the Borrower to an account notified by the Borrower to the Additional Facility P Lender, rather than through the Facility Agent, and (b) in respect of any other payments of principal, interest or other amounts due under Facility P, (i) the Borrower shall make payments payable by it to the Additional Facility P Lender directly to the Additional Facility P Lender (or to such account as the Additional Facility P Lender may specify), and (ii) the Additional Facility P 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 P 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 23 when due, and the Borrower agrees that it shall promptly notify the Facility Agent if the Additional Facility P Lender fails to make any payment under subclause (b)(ii) of this Clause 23 when due.

24.

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

25.

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

26.

27.

The Borrower under the Term Loan P Facility hereby agrees that the Telenet Additional Facility P 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.

28.

For the purposes of any assignment, transfer or novation of rights and/or obligations (in whole or in part) by the Telenet Additional Facility P 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 P Lender following an Event of Default under and as defined in the Indenture. The Telenet Additional Facility P 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 P 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.

29.

The parties acknowledge that this Agreement is a Finance Document.

(a)

(b)

(c)

(d)

(e)

(f)

(i)

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

(ii)

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.

(g)

(i)

(ii)

(h)

(i)

(j)

(a)

(b)

(c)

(a)

(b)