Liberty Global, Inc. indirectly owns 100% of UPC Broadband Holding B.V. (UPC Broadband Holding). Pursuant to an amendment letter, dated June 9, 2009, UPC Broadband Holding's senior secured bank facility (as amended, the UPC Broadband Holding Bank Facility) has been amended to (i) include a new definition of EBITDA and (ii) delete the definition of Net Income. The definition of EBITDA has been amended to read as follows (each capitalized term as defined in the UPC Broadband Holding Bank Facility):

"EBITDA means, in relation to any Ratio Period, operating income (expense) plus depreciation, amortisation, non cash stock compensation expenses, other non cash impairment charges, one off reorganisation or restructuring charges, direct acquisition costs, losses (gains) on the sale of operating assets and accrued Management Fees (whether or not paid) for such Ratio Period as reflected in the consolidated statement of operations identified as such in the consolidated financial statements of the Borrower Group, 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 or any part 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).

For the avoidance of doubt, as a result of US GAAP purchase accounting adjustments, certain deferred revenues on the balance sheet of Cablecom GmbH were required to be written off. The Borrower shall, when calculating EBITDA, have the option to include revenues that would have been recognised had this US GAAP purchase accounting not taken place."

(d) Exhibits.

Exhibit No.                                    Name
4.1           Amendment Letter dated June 9, 2009 among UPC Broadband Holding B.V.
              and UPC Financing Partnership, as Borrowers, Toronto Dominion (Texas)
              LLC, as Facility Agent, and the Guarantors listed therein.