Liberty Global, Inc. indirectly owns 100% of UPC Broadband Holding B.V. (UPC Broadband Holding). UPC Broadband Holding and the existing Facility M lenders under UPC Broadband Holding's senior secured bank facility (as amended, the UPC Broadband Holding Bank Facility) have agreed in principle to the terms under which €1,235,809,982 ($1,776,096,045 at the June 2, 2009 exchange rate) of the existing Facility M commitments will be rolled into a new Facility U, a non-redrawable term loan facility denominated in euros. The Facility M lenders that have agreed to roll their commitments (the Rolling Lenders) will novate their existing Facility M commitments to Liberty Global Europe B.V. (LG Europe), a direct subsidiary of UPC Broadband Holding, and will enter into the new Facility U. LG Europe is the initial lender under Facility U and has entered into an Additional Facility U Accession Agreement dated June 3, 2009. LG Europe will novate its Facility U commitments to the Rolling Lenders. The final maturity date for Facility U will be the earlier of (i) December 31, 2017 and
(ii) October 17, 2013, the date falling 90 days prior to the date on which the UPC Holding Senior Notes due in 2014 are currently scheduled to fall due, if, on such date, such notes are outstanding in an aggregate amount of €250.0 million ($357.3 million at the June 2, 2009 exchange rate) or more. Facility U will bear interest at a rate of EURIBOR plus 4.0%. The completion of the above transactions is subject to the execution of the applicable novation certificates by the relevant parties.

(d) Exhibits.

Exhibit No.                                    Name
4.1           Additional Facility U Accession Agreement, dated June 3, 2009, among
              UPC Financing Partnership, as Borrower, UPC Broadband Holding B.V.,
              Toronto Dominion (Texas) LLC as Facility Agent and TD Bank Europe
              Limited as Security Agent, and LG Europe as the initial Additional
              Facility U Lender, under the UPC Broadband Holding Bank Facility.