8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  December 17, 2003

UPC POLSKA, LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-22877	06-1487156
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4643 Ulster Street, Suite 1300, Denver, Colorado 80237 (303) 770-4001
(Address, including Zip Code and Telephone Number, including Area Code, of Principal Executive Offices)

Item 3.  Bankruptcy and Receivership

As previously reported, on June 19, 2003, UPC Polska, Inc. (“UPC Polska” or the “Company”) announced that, in connection with the proposed restructuring of its indebtedness, it entered into a Restructuring Agreement (the “Restructuring Agreement”) with the approval of (i) its affiliated creditors, UPC Telecom B.V. and Belmarken Holding B.V. (collectively, the “Affiliated Creditors”), and (ii) nearly 75% (in amount) of the non-affiliated holders of the Company’s 14½% Senior Discount Notes due 2008, 14 ½% Senior Discount Notes due 2009 and Series C Senior Discount Notes due 2008 (collectively, the “Participating Noteholders”).

As previously reported, on July 7, 2003, UPC Polska and UPC Polska Finance, Inc. (“Polska Finance”) filed, with the approval of the Affiliated Creditors and Participating Noteholders under the Restructuring Agreement, a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) and filed a pre-negotiated plan of reorganization with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

As previously reported, on October 30, 2003, the Bankruptcy Court entered an order approving the Company’s First Amended Disclosure Statement (the “Disclosure Statement”) with respect to the First Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc. and UPC Polska Finance, Inc. (the “First Amended Plan of Reorganization”) and authorized the Company to begin soliciting votes with respect to the First Amended Plan of Reorganization from creditors with impaired claims which would receive distributions under the plan.

On December 17, 2003, the Company entered into a Stipulation And Order With Respect To Consensual Plan Of Reorganization (the “Stipulation”) with Polska Finance, the Affiliated Creditors, UPC Operations B.V., the Participating Noteholders, and the Official Committee of Unsecured Creditors (the “Committee”) in connection with the Company’s pending case filed under Chapter 11.  The Stipulation terminates the Restructuring Agreement and provides that third-party noteholders would receive a total of $80.0 million in cash, $100.0 million in new 9.0% UPC Polska notes due 2007, and a number of shares of common stock of UnitedGlobalCom, Inc. (“UGC”), an indirect parent of the Company, worth U.S. $14.5 million based on the closing price of UGC common stock as reported on NASDAQ on December 15, 2003, in exchange for the cancellation of the claims of third-party noteholders.  The Affiliated Creditors would receive $15.0 million in cash and 100% of the newly issued common stock of the reorganized Company in exchange for the cancellation of their claims and would not receive any consideration for their existing equity interest in the Company.  The parties to the Stipulation agreed that no changes to the Disclosure Statement are required.

Also on December 17, 2003, the Company filed with the Bankruptcy Court a Second Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc., UPC Polska Finance, Inc. and UnitedGlobalCom, Inc. (the “Second Amended Plan”), in order to effectuate the terms of the Stipulation.  The Stipulation provides that the Committee and the Participating Noteholders shall fully and unconditionally support, and take any reasonable action necessary or helpful to confirm or consummate, the Second Amended Plan.

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The Stipulation is subject to the approval of the Bankruptcy Court.  The Bankruptcy Court has noticed January 21, and January 22, 2004 as the date on which parties will be heard concerning approval of the Stipulation, concurrent with the confirmation hearing with respect to the Second Amended Plan.

The Stipulation is filed as Exhibit 10.1 and the Second Amended Plan is filed as Exhibit 2.1 to this Form 8-K and are incorporated in their entirety herein by reference.

As previously reported, the Plan Confirmation Objection Deadline is presently set for January 9, 2004, and the Plan Confirmation hearing with respect to the Second Amended Plan is presently set for January 21 and January 22, 2004.

Item 5. Other Events

On December 18, 2003, following approval and authorization by the Bankruptcy Court, UPC Polska, Inc. converted into a Delaware limited liability company (the “Conversion”) by filing with the Delaware Secretary of State the Certificate of Formation attached as Exhibit 3.1 to this Form 8-K.  The Company accordingly changed its name to UPC Polska, LLC.  In conjunction with the Conversion, the Company adopted the Operating Agreement filed as Exhibit 3.2 to this Form 8-K.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits

Exhibit Number	Description
2.1	Second Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc., UPC Polska Finance, Inc. and UnitedGlobalCom, Inc. (Dated December 17, 2003)
3.1	Certificate of Formation of UPC Polska, LLC
3.2	UPC Polska, LLC Operating Agreement
10.1	Stipulation And Order With Respect To Consensual Plan Of Reorganization

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 19, 2003
	UPC POLSKA, LLC
	By:	/s/ SIMON BOYD
		Name: Simon Boyd
		Title: Chief Executive Officer

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Exhibit Index

Exhibit Number	Description
2.1	Second Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc., UPC Polska Finance, Inc. and UnitedGlobalCom, Inc. (Dated December 17, 2003)
3.1	Certificate of Formation of UPC Polska, LLC
3.2	UPC Polska, LLC Operating Agreement
10.1	Stipulation And Order With Respect To Consensual Plan Of Reorganization

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EX-2.1

Exhibit 2.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:

UPC POLSKA, INC., a Delaware corporation,	Case No.  03-14358 Chapter 11
Debtor.	SECOND AMENDED CHAPTER 11 PLAN OF REORGANIZATION JOINTLY PROPOSED BY UPC POLSKA, INC., UPC POLSKA FINANCE, INC. AND UNITEDGLOBALCOM, INC.
	(Dated December 17, 2003)

BAKER & McKENZIE	WHITE & CASE LLP.
Ali M. M. Mojdehi (AM – 5408) Christine E. Baur (CB – 3942) 101 West Broadway, Suite 1200 San Diego, CA 92101 (619) 236-1441	Howard S. Beltzer (HB – 5721) 1155 Avenue of the Americas New York, NY 10036 (212) 819-8200
	Attorneys for UPC Polska Finance, Inc. and UnitedGlobalCom, Inc
Ira A. Reid (IR – 0113) 805 Third Avenue New York, NY 10022 (212) 751-5700
Attorneys for UPC Polska, Inc.
Dated:San Diego, California December 17, 2003

Table of Contents

I. DEFINITIONS
	A.	Defined Terms.
II. RULES OF INTERPRETATION
III. CLASSIFICATION AND TREATMENT OF CLAIMS, EQUITY INTERESTS, EXECUTORY CONTRACTS, AND UNEXPIRED LEASES
	A.	Summary.
	B.	Unclassified Administrative Claims and Priority Tax Claims.
		1.	Allowance of Administrative Claims.
		2.	Treatment of Allowed Administrative Claims.
		3.	Treatment of Allowed Priority Tax Claims.
	C.	Treatment of Priority Claims (Class 1)
	D.	Treatment and Classification of Claims other than Priority Claims (Classes 2, 3, 4, 5 and 6).
		1.	Class 2 (Critical Creditor Claims).
		2.	Class 3 (UPC Polska Note Claims, excluding Telecom Owned UPC Polska Note Claims).
		3.	Class 4 (Telecom Owned UPC Polska Note Claims, Belmarken Note Claims, Telecom Pari Passu Note Claims and the Affiliate Indebtedness Claims).
		4.	Class 5 (General Unsecured Claims).
		5.	Class 6 (Telecom Junior Note Claims).
	E.	Treatment of UPC Polska Equity Interests (Class 7).
	F.	Treatment of Contracts, Leases and Indemnification Obligations.
		1.	Assumption of Executory Contracts and Unexpired Leases.
		2.	Rejection of Executory Contracts and Unexpired Leases.

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		3.	Postpetition Contracts and Leases.
		4.	Assumption of Indemnification Obligations.
IV. MEANS OF EXECUTION AND IMPLEMENTATION OF THIS PLAN AND OTHER PROVISIONS
	A.	Disbursing Agent.
	B.	Revesting of Assets.
	C.	Preservation of Rights of Action.
	D.	Indentures.
		1.	Cancellation of Indentures.
		2.	Allowed Fees and Expenses of Indenture Trustee.
	E.	Objections to Claims and Equity Interests.
	F.	Estimation of Claims
	G.	Distribution of Property Under this Plan.
		1.	Manner of Cash Payments.
		2.	Surrender of UPC Polska Notes.
		3.	No Distributions With Respect to Disputed Claims.
		4.	Delivery of Distributions and Undeliverable or Unclaimed Distributions.
		5.	Compliance With Tax Requirements.
		6.	Setoff, Recoupment and Other Rights.
	H.	No Liability for Solicitation or Participation.
	I.	Limitation of Liability.
	J.	Dissolution of Committees.
	K.	Revocation of this Plan.

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	L.	Post-Effective Date Effect of Evidences of Claims or Equity Interests.
	M.	Successors and Assigns.
	N.	Saturday, Sunday, or Legal Holiday.
	O.	Headings.
	P.	Governing Law.
	Q.	Severability of Plan Provisions.
	R.	No Admissions.
	S.	Application of Section 1145 of the Bankruptcy Code.
	T.	Conditions Precedent to Confirmation.
	U.	Conditions Precedent to Consummation.
	V.	Waiver of Conditions to Consummation.
	W.	Retention of Jurisdiction.
V. THE REORGANIZED DEBTOR
	A.	Management of the Reorganized Debtor.
		1.	Directors of the Reorganized Debtor.
		2.	Officers of the Reorganized Debtor.
	B.	Employee Benefit Plans.
	C.	Certificate of Incorporation.
	D.	Bylaws.
VI. EFFECT OF CONFIRMATION OF THIS PLAN
	A.	Discharge and Injunction.
	B.	Releases.
	C.	Exculpation.

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	D.	Waiver of Subordination Rights.
	E.	No Successor Liability.
	F.	Term of Injunctions or Stays.
	G.	Preservation of Insurance.
VII. ACCEPTANCE OR REJECTION OF THE PLAN
	A.	Impaired Classes to Vote.
	B.	Acceptance by Class of Creditors.
	C.	Cramdown.
VIII. MISCELLANEOUS
	A.	Modification of this Plan.
	B.	Payment of Advisors.
	C.	Applications for Professional Fee Claims.
	D.	Business Days.
	E.	Notices.
	F.	Time.
	G.	Entire Agreement.
	H.	Payment of Statutory Fees.
IX. CONFIRMATION REQUEST

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EXHIBIT LIST

Exhibit A	Stipulation
Exhibit B	New Indenture
Exhibit C	List of Maintained Board Members
Exhibit D	Amended and Restated Certificate of Incorporation
Exhibit E	Amended and Restated Bylaws
Exhibit F	List of Participating Noteholders

LIST OF SCHEDULES

Schedule 1	Affiliate Indebtedness
Schedule of Assumed Agreements
Schedule of Rejected Agreements

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INTRODUCTION

UPC Polska, Inc., formerly known as @Entertainment, Inc. and prior to that as Polstar Holdings, Inc., a Delaware corporation (“UPC Polska,” the “Company” or the “Debtor”) together with UPC Polska Finance, Inc., a newly formed company incorporated under the laws of the State of Delaware and a wholly-owned subsidiary of UPC Telecom B.V. upon consummation of the Restructuring (as defined herein) (“Polska Finance”) and with UnitedGlobalCom, Inc., a Delaware corporation and indirect parent of the Debtor (“UGC”),hereby jointly propose this Second Amended Chapter 11 Plan of Reorganization under Chapter 11 of the Bankruptcy Code.  This Plan amends and supersedes the “First Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc. and UPC Polska Finance, Inc. (Dated October 27, 2003).”  It is anticipated that the Company will convert into a limited liability company.

Reference is made to the Disclosure Statement accompanying the Plan for a discussion of the Debtor’s history, business, results of operations, historical financial information, properties, projections for future operations, risk factors, a summary and analysis of the Plan, and certain related matters.  The Debtor, Polska Finance and UGC are co-proponents of the Plan and are participating in this joint plan within the meaning of the Bankruptcy Code.

ALL CREDITORS AND EQUITY INTEREST HOLDERS ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

SUBJECT TO CERTAIN RESTRICTIONS AND REQUIREMENTS SET FORTH IN SECTION 1127 OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 3019 AND IN THE PLAN, THE DEBTOR, POLSKA FINANCE AND UGC RESERVE THE RIGHT TO ALTER, AMEND, MODIFY, REVOKE OR WITHDRAW THE PLAN PRIOR TO ITS SUBSTANTIAL CONSUMMATION.

I.

DEFINITIONS

A.Defined Terms.

In addition to any other terms that are defined in this Plan, the following terms (which appear in this Plan as capitalized terms), when used in this Plan or the accompanying Disclosure Statement, have the meanings set forth below.

“2008 Indenture” means the indenture dated July 14, 1998 by and between the Debtor and the Indenture Trustee.

“2009 Indenture” means the indenture dated January 27, 1999 by and between the Debtor and the Indenture Trustee.

“2008 Notes” means the Debtor’s 14 1/2% senior discount notes due 2008 with an original aggregate principal amount at maturity of $252,000,000 issued under the 2008 Indenture.

“2009 Notes” means the Debtor’s 14 1/2% senior discount notes due 2009 with an original aggregate principal amount at maturity of $256,800,000 issued under the 2009 Indenture.

“Administrative Claim” means a Claim for administrative costs or expenses that are allowable under sections 503(b), 507(a)(1), 507(b) or 1114(e)(2) of the Bankruptcy Code.  These costs or expenses may include: (a) actual costs or expenses incurred after the Petition Date necessary to preserve the Estate and operate the business of the Debtor; (b) Professional Fee Claims; (c) Administrative Tax Claims; (d) Ordinary Course Administrative Claims; (e) Non-Ordinary Course Administrative Claims; (f) any payment to be made under the Plan to cure a default on an assumed executory contract or unexpired lease; and (g) all Allowed Claims that are entitled to be treated as Administrative Claims pursuant to a Final Order of the Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy Code.

“Administrative Tax Claim” means a Claim that is not an Allowed Secured Claim and that a Governmental Entity asserts against the Debtor either for taxes or for related interest or penalties for any period of time that falls within any period from and including the Petition Date through and including the Effective Date.

“Affiliate” means, with respect to any specific Person, any other Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person.

“Affiliate Indebtedness” means the debt owed by the Debtor to UPC or any of its Affiliates (other than UPC Polska, Polska Finance or any of their controlled Affiliates) as set forth on Schedule 1 hereto.

“Affiliate Indebtedness Claims” means a Claim arising under the Affiliate Indebtedness.

“Allowed” means any Claim or Equity Interest or portion thereof (a) as to which the liability of the Debtor and the amount thereof are agreed to by the Debtor or Reorganized Debtor and the holder of the Claim or Equity Interest (but only to the extent so agreed), (b) as to which the liability of the Debtor and the  amount thereof are determined by Final Order of a court of competent jurisdiction, (c) which has been expressly allowed in a liquidated amount under the provisions of the Plan (but only to the extent so allowed), (d) which is a Professional Fee Claim for which a fee award amount has been approved by Final Order of the Bankruptcy Court, (e) which is set forth in the Debtor’s schedules as liquidated in amount and not Disputed or contingent, (f) proof of which was filed within the applicable period of limitation fixed by the Bankruptcy Court in accordance with Bankruptcy Rule 3003(c) as to which no objection to the allowance thereof has been interposed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or a Final Order, or (g) which is, in the case of an Equity Interest or any portion thereof only, held of record as set forth in the books and records maintained by or on behalf of the Debtor as of the Distribution Notification Date.

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“Bankruptcy Code” means title 11 of the United States Code (also known as the Bankruptcy Code), 11 U.S.C. §§101-1330, as applicable in the Chapter 11 Case.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York or any other court that properly exercises jurisdiction over the Chapter 11 Case or the resolution of any Claim.

 “Bankruptcy Rule” means (i) the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, as amended and promulgated under section 2075 of title 28 of the United States Code, (ii) the Local Rules of the Bankruptcy Court, and (iii) any standing orders governing practice and procedure issued by the Bankruptcy Court, each as in effect on the Petition Date, together with all amendments and modifications thereto that were subsequently made applicable to the Chapter 11 Case or proceedings therein, as the case may be.

“Bar Date” means the date fixed by the Bankruptcy Court, in accordance with Bankruptcy Rule 3003(c)(3), as the last date by which Persons must file proofs of Claim in the Chapter 11 Case.

“Belmarken” means Belmarken Holding B.V., a private company with limited liability organized under the laws of The Netherlands.

“Belmarken Note Claim” means a Claim arising under the Belmarken Notes.

“Belmarken Notes” means the promissory notes in aggregate principal amount of $14,942,000 (including capitalized interest through June 30, 2003) evidencing indebtedness of the Debtor to Belmarken, plus the accrued and unpaid interest thereon in the amount of $826,000 as of June 30, 2003.

“Board” means the Board of Directors of the Debtor.

“Business Day” means any day which is not a Saturday, a Sunday, a “legal holiday” (as such term is defined in Bankruptcy Rule 9006(a)) or a day on which banks located in New York, New York, United States of America, London, England, or Warsaw, Poland, shall be authorized or required by law to close.

“Cash Consideration” has the meaning set forth in Section III.D.2 hereto.

“Chapter 11 Case” means the case commenced by UPC Polska under Chapter 11 of the Bankruptcy Code and pending before the Bankruptcy Court.

“Charging Lien” has the meaning set forth in Section IV.D.1 hereto.

“Claim” means a claim — as the term “claim” is defined in section 101(5) of the Bankruptcy Code — against the Debtor or the Estate.

“Claims/Equity Interests Objection Deadline” has the meaning set forth in Section IV.E. hereto.

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“Class” means a group of Claims or Equity Interests as classified pursuant to this Plan.

“Class [   ] Claim” means a Claim in the particular Class of Claims identified in Article III of the Plan.

“Class [   ] Equity Interest” means an Equity Interest in the particular Class of Equity Interests identified in Article III of the Plan.

“Confirmation” means the entry on the docket by the Bankruptcy Court of the Confirmation Order.

“Confirmation Date” means the date on which the Bankruptcy Court enters the Confirmation Order on its docket.

“Confirmation Hearing” means the hearing held before the Bankruptcy Court regarding Plan confirmation, as such hearing may be adjourned or continued from time to time.

“Confirmation Hearing Date” means the first date on which the Bankruptcy Court holds the Confirmation Hearing, as such hearing may be adjourned or continued from time to time.

“Confirmation Order” means the court order confirming this Plan under section 1129 of the Bankruptcy Code.

“Creditors’ Committee” means any committee of unsecured creditors that the U.S. Trustee appoints, pursuant to section 1102 of the Bankruptcy Code, in the Chapter 11 Case.

“Critical Creditor Claims” means any and all pre-petition Claims of the Critical Creditors.

“Critical Creditors” means those certain creditors of the Debtor to be identified by the Debtor in an exhibit to the Plan to be filed not less than five (5) Business Days prior to the Confirmation Hearing, who are critical to the operation of the Debtor’s business as a going concern.

“Disallowed” means, with respect to any Claim or Equity Interest or portion thereof, any Claim against or Equity Interest in the Debtor which (a) has been withdrawn, in whole or in part, by the holder thereof or (b) has been disallowed, in whole or part, by Final Order of a court of competent jurisdiction.

“Disbursing Agent” means the Reorganized Debtor or the Third Party Disbursing Agent.

“Disclosure Statement” means the written disclosure statement that relates to this Plan and is filed by the Debtor and Polska Finance with the Bankruptcy Court, including all exhibits,  appendices,  schedules and annexes, if any, attached thereto, as the same may be altered, amended, supplemented or modified from time to time.

“Disputed” means any Claim or Equity Interest, or any portion thereof, that has been neither Allowed nor Disallowed.

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“Distribution Date” means any date upon which a distribution is made under the Plan, including, without limitation, the Initial Distribution Date.

“Distribution Notification Date” means the date established by order of the Bankruptcy Court for purposes of determining the holders of the Belmarken Notes, the UPC Polska Notes, UPC Telecom Notes and the Equity Interests for the purpose of mailing documentation relating to distributions under the Plan.

“Document Filing Date” means                   , 2003.(1)

“Effective Date” means the first day, as determined by UPC Polska in its reasonable discretion and consented to by the Creditors’ Committee, which consent shall not be unreasonably withheld or delayed, that is a Business Day on which no stay of the Confirmation Order is in effect; and as soon as practicable following the date on which all of the conditions set forth in Sections IV.T and IV.U below, have been satisfied or waived in accordance with this Plan and on which such day the Plan becomes effective and final.

“Equity Interests” means any and all equity interests, ownership interests or shares in the Debtor and issued by the Debtor prior to the Petition Date (including, without limitation, all capital stock, stock certificates, common stock, preferred stock, depositary shares, partnership interests, rights, options, warrants, contingent warrants, convertible or exchangeable securities, investment securities, subscriptions or other agreements and contractual rights to acquire or obtain such an interest or share in the Debtor, stock appreciation rights, conversion rights, repurchase rights, redemption rights, dividend rights, preemptive rights and liquidation preferences, puts, calls or commitments of any character whatsoever relating to any such equity, ownership interests or shares of capital stock of the Debtor or obligating the Debtor to issue, transfer or sell any shares of capital stock) or any certificate or receipt evidencing or representing an interest in any such equity interest whether or not certificated, transferable, voting or denominated “stock” or a similar security.

“Estate” means the estate of the Debtor created in the Chapter 11 Case under section 541 of the Bankruptcy Code on the commencement of the Chapter 11 Case.

“Exhibit Filing Date” means the date that is the last Business Day that is at least ten (10) days prior to the Confirmation Hearing Date.

“Face Amount” means when used in reference to a Disputed Claim, the full stated amount claimed by the holder of such Claim in a proof of claim timely filed with the Bankruptcy Court.

“Final Order” means an order or judgment of the Bankruptcy Court entered on the Bankruptcy Court’s official docket:

(a)that has not been reversed, rescinded, stayed, modified, or amended;

(1) 5 days prior to Confirmation Hearing Date.

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(b)that is in full force and effect; and

(c)with respect to which: (1) the time to appeal or to seek review, remand, rehearing, or a writ of certiorari has expired and as to which no timely filed appeal or petition for review, rehearing, remand, or writ of certiorari is pending; or (2) any such appeal or petition has been dismissed or resolved by the highest court to which the order or judgment was appealed or from which review, rehearing, remand, or a writ of certiorari was sought.

“General Unsecured Claims” means all Claims against the Debtor other than Administrative Claims, Priority Tax Claims, Priority Claims, UPC Polska Note Claims, Belmarken Note Claims, Telecom Pari Passu Note Claims, Affiliate Indebtedness Claims, Telecom Junior Note Claims and Critical Creditor Claims, including, without limitation, any claims of the holder of the Reece Note.

“General  Unsecured  Creditors” means the holders of the General Unsecured Claims.

“Governmental Entity” means any national, state, provincial, municipal, local or foreign government, any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory authority, commission or any national securities exchange, market or automated quotation system.

“Impaired”, when used with reference to a Claim or Equity Interest, has the meaning set forth in Section 1124 of the Bankruptcy Code.

“Indenture Trustee” means Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, and its successors and assigns, as indenture trustee under each of the Indentures.

“Indentures” means the Series C Indenture, the 2008 Indenture, and the 2009 Indenture.

“Initial Distribution Date” means the first Business Day following the Effective Date upon which it is practicable for the Disbursing Agent to make a distribution under the Plan.

 “Judgment” means any order, writ, injunction, award, judgment, ruling or decree of any Governmental Entity.

“Lien” means any pledge, claim, equity, option, lien, charge, mortgage, easement, right-of-way, call right, right of first refusal, “tag”- or “drag” – along right, encumbrance, security interest or other similar restriction of any kind or nature whatsoever, but excluding any of the foregoing created or imposed by or pursuant to the Restructuring Agreement, the Stipulation or the Plan.

“List of Maintained Board Members” means the list of Maintained Board Members, including their respective background and qualifications, to be filed on or before the Exhibit Filing Date.

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“Maintained Board Members” means the members of the Board of the Reorganized Debtor.

“Majority-in-Interest of the Holders” means, with respect to any date of determination, Participating Noteholders holding a majority of the claims arising under the UPC Polska Notes held by all of the Participating Noteholders on such date of determination.

“New Indenture” has the meaning set forth in Section III.D.2 hereto.

 “New UPC” means UGC Europe, Inc.

“New UPC Polska Notes” has the meaning set forth in Section III.D.2 hereto.

“New UPC Polska Stock” means the shares of common stock of the Reorganized Debtor, par value $0.01 per share.  To the extent UPC Polska converts to a limited liability company on or prior to the Effective Date, New UPC Polska Stock shall also mean the membership interests of the Reorganized Debtor.

“Non-Ordinary Course Administrative Claim” means any Administrative Claim that is not an Ordinary Course Administrative Claim, an Administrative Tax Claim, or a Professional Fee Claim.

“Ordinary Course Administrative Claims” means Administrative Claims — other than Administrative Tax Claims, Professional Fee Claims, — based upon liabilities that UPC Polska incurs in the ordinary course of its business.  Ordinary Course Administrative Claims may include fees or charges assessed against the Estate under 28 U.S.C. § 1930.

“Participating Noteholders” means each of the Third Party Holders party to the Stipulation and any other of the “Participating Noteholders” (as defined in the Restructuring Agreement) that have voted in favor of the Second Amended Plan .

“Person” means any individual, corporation, limited liability company, incorporated organization, general partnership, limited partnership, association, joint stock company, joint venture, estate, trust, government or any political division, governmental unit (as defined in the Bankruptcy Code), committee appointed, pursuant to section 1102 of the Bankruptcy Code, by the U.S. Trustee, unofficial committee of creditors or equity holders, or other entity.

“Petition Date” means July 7, 2003, the date the Chapter 11 Case was commenced under the Bankruptcy Code.

“Plan” means this Second Amended Chapter 11 Plan of Reorganization, dated December 17, 2003, together with all exhibits, appendices, schedules and annexes, if any, hereto, as such Plan may be altered, supplemented, modified, or amended from time to time in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Confirmation Order and the terms and conditions of Section VIII.A of the Plan.

“Polska Finance” has the meaning set forth in the introduction to the Plan.

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“Priority Claim” means an Allowed Claim entitled to priority against the Estate under section 507(a)(3) or 507(a)(4) of the Bankruptcy Code.

“Priority Tax Claim” means an Allowed Claim entitled to priority against the Estate under section 507(a)(8) of the Bankruptcy Code.

“Pro Rata” means proportionately so that the ratio of (a) the amount of consideration distributed on account of a particular Allowed Claim or Allowed Equity Interest to (b) the Allowed Amount of the Allowed Claim or Allowed Equity Interest, is the same as the ratio of (x) the amount of consideration available for distribution on account of Allowed Claims or Allowed Equity Interests of the Class in which the particular Allowed Claim or Allowed Equity Interest is included to (y) the amount of all Allowed Claims or Allowed Equity Interests of that Class.

“Professional”means any professional employed in the Chapter 11 Case pursuant to sections 327 or 1103 of the Bankruptcy Code or to be compensated pursuant to sections 327, 328, 330, 331, 503 or 1103 of the Bankruptcy Code.

“Professional Fee Claim” means:

(a)A Claim under sections 327, 328, 330, 331, 503, or 1103 of the Bankruptcy Code for compensation for professional services rendered or expenses incurred on the Estate’s behalf; or

(b)A Claim either under section 503(b)(4) of the Bankruptcy Code for compensation for professional services rendered or under section 503(b)(3)(D) of the Bankruptcy Code for expenses incurred in making a substantial contribution to the Estate.

“Record Date” means October 31, 2003 at 5:00 p.m. Eastern Daylight Time or such other date established by the Bankruptcy Court on which holders of Allowed Claims are determined for purposes of determining such holders’ right to vote.

“Reece Note” means that certain promissory note due August 28, 2003, in the original principal amount of $10,000,000 and an outstanding principal amount of $6,000,000 payable by UPC Polska to Reece Communications, Inc. and guaranteed by UPC, as amended by that certain Rescission and Amendment Agreement effective March 22, 2002.

“Reinstated” means (i) leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the holder of such Claim so as to leave such Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code or (ii) notwithstanding any contractual provision or applicable law that entitles the holder of such Claim to demand or receive accelerated payment of such Claim after the occurrence of a default, (a) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (b) reinstating the maturity of such Claim as such maturity existed before such default; (c) compensating the holder of such Claim for any damages incurred as a result of any reasonable reliance by such holder on such contractual provision or such applicable law; and (d) not otherwise altering the legal, equitable, or contractual rights to which such Claim entitles the holder of such Claim.

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“Rejection Damage Claim” means a Claim for rent, other obligations, or damages arising under an unexpired real property or personal property lease or executory contract that UPC Polska rejects under section 365 of the Bankruptcy Code or arising from the rejection of such a lease or contract.

“Reorganized Debtor” means UPC Polska on and after the Effective Date.

“Reserve” has the meaning set forth in Section IV.G.3 hereto.

“Restriction” with respect to any capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security, shall mean any voting or other trust or agreement, option, warrant, preemptive right, right of first offer, right of first refusal, escrow arrangement, proxy, buy-sell agreement, power of attorney or other contract (but excluding the Restructuring Agreement and the Stipulation), any law, license, permit or Judgment that, conditionally or unconditionally: (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to sell or otherwise dispose of or issue, or otherwise results or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, may result in any Person acquiring; (x) any of such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security; (y) any of the proceeds of, or any distributions paid or that are or may become payable with respect to, any of such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security; or (z) any interest in such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security or any such proceeds or distributions; (ii) restricts or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to restrict the transfer or voting of, or the exercise of any rights or the enjoyment of any benefits arising by reason of ownership of, any such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security or any such proceeds or distributions; or (iii) creates or, whether upon the occurrence of any event or with notice or lapse of time or both or otherwise, is reasonably likely to create a Lien or purported Lien affecting such capital stock, partnership interest, membership interest in a limited liability company or other equity interest or security, proceeds or distributions.

“Restructuring” means the restructuring of the indebtedness of the Debtor in accordance with the terms of the Stipulation, the Plan and any associated documents.

“Restructuring Agreement” means the restructuring agreement, dated as of June 19, 2003, by and among UPC Polska, UPC Telecom, Belmarken and the Participating Noteholders, as well as the Joinder Agreement, dated as of July 2, 2003, by and among UPC Polska, UPC Telecom, Belmarken, the Participating Noteholders (excluding, for purposes of this definition of Restructuring Agreement only, The Royal Bank of Scotland PLC) and The Royal Bank of Scotland PLC.

“Schedule of Assumed Agreements” means the schedule, as the same may be amended at any time prior to the Confirmation Hearing, listing certain executory contracts and unexpired leases to be assumed by the Debtor (along with associated amounts for cure claims), which schedule is to be served on the counterparties to such executory contracts and unexpired leases,

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along with a motion or motions to approve the assumption thereof under section 365(a) of the Bankruptcy Code, and filed by the Debtor on or before the Document Filing Date.

“Schedule of Rejected Agreements” means the schedule, as the same may be amended at any time prior to the Confirmation Hearing, listing certain executory contracts and unexpired leases to be rejected by the Debtor (along with the associated amounts for rejection damage claims), which schedule is to be served on the counterparties to such executory contracts and unexpired leases, along with a motion or motions to approve the rejection thereof under section 365(a) of the Bankruptcy Code, and filed by the Debtor on or before the Document Filing Date.

“Schedules” means the schedules of assets and liabilities to be filed by UPC Polska pursuant to section 521(1) of the Bankruptcy Code, as amended.

“Secured Claim” means a Claim that is secured by a valid and unavoidable lien against property in which the Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code. A Claim is a Secured Claim only to the extent of the value of the claimholder’s interest in the collateral securing the Claim or to the extent of the amount subject to setoff, whichever is applicable, and as determined under section 506(a) of the Bankruptcy Code.

“Secured Tax Claim” means a Secured Claim of a governmental unit for the payment of taxes.

“Series C Indenture” means the indenture dated January 20, 1999 by and between the Debtor and the Indenture Trustee.

“Series C Notes” means UPC Polska’s Series C senior discount notes due 2008, with an original aggregate principal amount at maturity of $36,001,321 issued under the Series C Indenture.

“Stipulation” means the Stipulation and Order with Respect to Consensual Plan of Reorganization, dated December 16, 2003 by and among the Debtor, UPC Telecom B.V., UPC Operations B.V., Belmarken Holding B.V., and UPC Polska Finance, Inc., Deutsche Bank, GoldenTree Asset Management, Morgan Stanley Investment Management, and Strong Capital Management, Inc. and the Creditors’ Committee.

“Subsidiary” with respect to any Person shall mean (i) a corporation, a majority in voting power of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly owned by such Person, by a Subsidiary of such Person, or by such Person and one or more Subsidiaries of such Person, without regard to whether the voting of such stock is subject to a voting agreement or similar Restriction, (ii) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (x) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (y) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company or (iii) any other Person (other than a corporation) in which such Person, a Subsidiary of such Person or such Person and one or more Subsidiaries of such Person, directly

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or indirectly, at the date of determination thereof, has (x) the power to elect or direct the election of a majority of the members of the governing body of such Person (whether or not such power is subject to a voting agreement or similar Restriction) or (y) in the absence of such a governing body, a majority ownership interest.

“Telecom Junior Note Claim” means a Claim arising under the Telecom Junior Notes.

“Telecom Junior Notes” means the promissory notes in aggregate principal amount of $150,000,000 evidencing indebtedness of UPC Polska to UPC Telecom which notes rank junior to the UPC Polska Notes and the Belmarken Notes, plus the accrued and unpaid interest thereon in the amount of $57,802,000 as of June 30, 2003.

“Telecom Owned UPC Polska Note Claim” means a Claim arising under the Telecom Owned UPC Polska Notes.

“Telecom Owned UPC Polska Notes” means the UPC Polska Notes held by UPC Telecom as of July 8, 2003.

“Telecom Pari Passu Note Claim” means a Claim arising under the Telecom Pari Passu  Notes.

“Telecom Pari Passu Notes” means the promissory notes in aggregate principal amount of $243,926,000 (including capitalized interest through June 30, 2003) evidencing indebtedness of UPC Polska to UPC Telecom which notes rank pari passu with the UPC Polska Notes, plus the accrued and unpaid interest thereon in the amount of $13,490,000 as of June 30, 2003.

“Third Party Disbursing Agent” means an entity or entities employed by the Reorganized Debtor in its sole discretion to act as Disbursing Agent.  If the Reorganized Debtor elects to make distributions without a Third Party Disbursing Agent, then references under this Plan to the Third Party Disbursing Agent shall be deemed to be references to the Reorganized Debtor.

“Third Party Holders” has the meaning set forth in Section III.D.2 hereto.

“Third Party Noteholder Consideration” has the meaning set forth in Section III.D.2 hereto.

“UGC” means UnitedGlobalCom, Inc., a Delaware corporation.

“UGC Common Stock” has the meaning set forth in Section III.D.2 hereto.

 “Unimpaired” means any Claim that is not Impaired within the meaning of section 1124 of the Bankruptcy Code.

“Unsecured Claim” means a Claim that is not an Administrative Claim, a Priority Tax Claim, a Priority Claim, or a Secured Claim.

“UPC” means United Pan-Europe Communications N.V., a corporation incorporated under the laws of The Netherlands.

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“UPC Entities” means collectively UPC Telecom and Belmarken.

“UPC Polska Equity” means the UPC Polska Stock and all rights, options and warrants to acquire shares of or interests in the UPC Polska Stock.

“UPC Polska Equity Interests” means an Equity Interest arising under the UPC Polska Equity.

“UPC Polska Note Claim” means a Claim arising under the UPC Polska Notes.

“UPC Polska Notes” means collectively the Series C Notes, the 2008 Notes and the 2009 Notes.

“UPC Polska Stock” means the common stock of UPC Polska, par value $0.01 per share, which is issued and outstanding immediately prior to the Effective Date.  To the extent UPC Polska converts to a limited liability company on or prior to the Effective Date, UPC Polska Stock shall also mean the membership interests of the converted UPC Polska entity, which are issued and outstanding on or immediately prior to the Effective Date.

“UPC Telecom” means UPC Telecom B.V., a private company with limited liability organized under the laws of The Netherlands.

“UPC Telecom Notes” means the Telecom Pari Passu Notes, the Telecom Owned UPC Polska Notes and the Telecom Junior Notes.

 “U.S. Trustee” means the Office of the United States Trustee.

“U.S. Trustee’s Fee Claims” means any fees assessed against the Estate pursuant to section 1930(a)(6) of title 28 of the United States Code.

II.

RULES OF INTERPRETATION

1.The rules of construction in section 102 of the Bankruptcy Code apply to this Plan (and the Disclosure Statement).

2.Except as otherwise provided in this Plan, Bankruptcy Rule 9006(a) applies when computing any time period under this Plan.

3.A term that is used in this Plan and that is not defined in this Plan has the meaning attributed to that term, if any, in the Bankruptcy Code or the Bankruptcy Rules.

4.The definition given to any term or provision in this Plan supersedes and controls any different meaning that may be given to that term or provision in the Disclosure Statement.

5.Whenever it is appropriate from the context, each term, whether stated in the singular or the plural, includes both the singular and the plural.

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6.Any reference to a document or instrument being in a particular form or on particular terms means that the document or instrument will be substantially in that form or on those terms.  No material change to the form or terms may be made after the Confirmation Date without the consent of the UPC Entities and the Company or the Reorganized Debtor and, to the extent required by the Stipulation, the consent of the Participating Noteholders.

7.Any reference to an existing document means the document as it has been, or may be, amended or supplemented.

8.Unless otherwise indicated, the phrase “under this Plan” and similar words or phrases refer to this Plan in its entirety rather than to only a portion of this Plan.

9.Unless otherwise specified, all references to Sections or Exhibits are references to this Plan’s Sections or Exhibits.

10.Section captions and headings are used only as convenient references and do not affect this Plan’s (or the Disclosure Statement’s) meaning.

11.The words “herein,” “hereto,” “hereunder,” and other words of similar import refer to this Plan (or the Disclosure Statement, as the case may be) in its entirety rather than to only a particular portion hereof (or thereof).

12.Reference to a pleading, request, or document being “filed” means duly and properly filed with the Bankruptcy Court.

13.All references to “the Plan” herein shall be construed, where applicable, to include references to this document and all its exhibits, appendices, schedules and annexes, if any (and any amendments thereto made in accordance with the Bankruptcy Code).

III.

CLASSIFICATION AND TREATMENT OF CLAIMS, EQUITY INTERESTS,
EXECUTORY CONTRACTS, AND UNEXPIRED LEASES

A.Summary.

The categories set forth in this Section and summarized in the following table classify Claims (except for Administrative Claims and Priority Tax Claims, which are not classified under the Plan) and Equity Interests for all purposes, including voting, confirmation and distribution pursuant to this Plan.  A Claim or Equity Interest is classified in a particular Class only to the extent the Claim or Equity Interest qualifies within the description of that Class and is classified in a different class to the extent that any remainder of the Claim or Equity Interest qualifies within the description of such different Class.

Moreover, a Claim or Equity Interest is in a particular Class only to the extent that the Claim or Equity Interest is an Allowed Claim or Allowed Equity Interest in that Class and has not been paid, released or otherwise satisfied, and notwithstanding anything to the contrary in

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this Plan, no distributions shall be made, and no rights of any kind shall be retained, on account of any Claim or Equity Interest that is not an Allowed Claim or an Allowed Equity Interest.

CLASS	DESCRIPTION	IMPAIRED/ UNIMPAIRED	VOTING STATUS
None	Administrative Claims and Priority Tax Claims	N/A	N/A
Class 1	Priority Claims	Unimpaired	Not entitled to vote
Class 2	Critical Creditor Claims	Unimpaired	Not entitled to vote
Class 3	UPC Polska Note Claims (excluding Telecom Owned UPC Polska Note Claims)	Impaired	Entitled to vote
Class 4	Telecom Owned UPC Polska Note Claims, Belmarken Note Claims, Telecom Pari Passu Note Claims and Affiliate Indebtedness Claims	Impaired	Entitled to vote
Class 5	General Unsecured Claims	Impaired	Entitled to vote
Class 6	Telecom Junior Note Claims	Impaired	Not entitled to vote
Class 7	UPC Polska Equity Interests	Impaired	Not entitled to vote

B.Unclassified Administrative Claims and Priority Tax Claims.

1.Allowance of Administrative Claims.

Administrative Claims will be Allowed as follows:

a.Ordinary Course Administrative Claims:

Unless the Reorganized Debtor objects to an Ordinary Course Administrative Claim, the Claim will be satisfied in accordance with the terms and conditions of the particular transaction that gave rise to the Ordinary Course Administrative Claim, and the Person holding the Ordinary Course Administrative Claim may, but need not, file any request for payment of its Claim; provided, however, that the Bankruptcy Court shall retain jurisdiction as a core matter in the event of a dispute regarding the amount or priority of such claim.

b.Non-Ordinary Course Administrative Claims:

A Non-Ordinary Course Administrative Claim will be Allowed only if:

(a)On or before sixty (60) days after the Effective Date, the Person holding the Claim both files with the Bankruptcy Court a motion requesting that the Reorganized Debtor pay the Non-Ordinary Course Administrative Claim and serves the motion on the Reorganized Debtor; and

(b)The Bankruptcy Court, in a Final Order, allows the Non-Ordinary Course Administrative Claim.

The Reorganized Debtor may file an opposition to such a motion within the time provided by the Bankruptcy Rules or within any other period that the Bankruptcy Court

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establishes.  Persons holding Non-Ordinary Course Administrative Claims who do not timely file and serve a request for payment will be forever barred from asserting those Claims against the Estate, the Reorganized Debtor, or their respective property.

c.Administrative Tax Claims:

An Administrative Tax Claim will be satisfied in accordance with its terms; provided, however that unless the Debtor or Reorganized Debtor agrees in writing otherwise, the Person holding the Administrative Tax Claim must file a motion or request for payment of its Claim (an “Administrative Tax Claim Motion”) on or before sixty (60) days after the Effective Date; provided, however, that the Bankruptcy Court shall retain jurisdiction as a core matter in the event of a dispute regarding the amount or priority of such Claim.

The Reorganized Debtor may file an opposition to an Administrative Tax Claim Motion within the time provided by the Bankruptcy Rules or within any other period that the Bankruptcy Court establishes.  Persons holding Administrative Tax Claims who do not timely file and serve a proof of Administrative Tax Claim or motion for payment will be forever barred from asserting those Claims against the Estate, the Reorganized Debtor, or their respective property, whether the Administrative Tax Claim is deemed to arise before, on, or after the Effective Date.

d.Professional Fee Claims.

A Professional Fee Claim will be Allowed only if:

(a)On or before sixty (60) days after the Effective Date, the Person holding the Professional Fee Claim both files with the Bankruptcy Court a final fee application or a motion seeking allowance of fees on account of a substantial contribution under section 503(b) of the Bankruptcy Code, and serves the application or motion on the Reorganized Debtor and the Reorganized Debtor’s counsel, counsel to UPC Entities and counsel to the Creditors’ Committee; and

(b)The Professional Fee Claim is Allowed by an order of the Bankruptcy Court.

The Reorganized Debtor or any other party in interest may file an objection to such a fee application or motion within the time provided by the Bankruptcy Rules or within any other period that the Bankruptcy Court establishes.  Persons holding Professional Fee Claims who do not timely file and serve a fee application or motion for payment will be forever barred from asserting those Claims against the Estate, the Reorganized Debtor, or their respective property.

2.Treatment of Allowed Administrative Claims.

Unless the Person holding an Allowed Administrative Claim and the Reorganized Debtor agree otherwise, the Disbursing Agent will pay to that Person in full satisfaction, settlement, extinguishment, release and discharge of such Claim, (A) cash in the Allowed Administrative Claim’s full amount, without interest, on or before the latest of: (a) as soon as reasonably practicable after the Effective Date; (b) thirty (30) days after the date on which the Administrative Claim becomes an Allowed Administrative Claim; (c) the date on which the Allowed Administrative Claim becomes due and payable or (d) a date agreed to in writing by the

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Debtor or the Reorganized Debtor, as the case may be, and the Person holding such Claim or (B) such other treatment on such other terms or conditions as may be agreed upon in writing by the holder of such Claim and the Debtor or the Reorganized Debtor, as the case may be, or as the Bankruptcy Court may order.

3.Treatment of Allowed Priority Tax Claims.

Unless the Person holding an Allowed Priority Tax Claim and the Reorganized Debtor agree otherwise, the Reorganized Debtor will pay to that Person, in full satisfaction, settlement, extinguishment, release and discharge of such Claim, (A) cash equal to the amount of the Allowed Priority Tax Claim, with simple interest, if any, to which such holder is entitled under the Bankruptcy Code, on or before the latest of (a) as soon as reasonably practicable after the Effective Date; (b) thirty (30) days after the date on which the Claim becomes an Allowed Priority Tax Claim; (c) the date on which the Allowed Priority Tax Claim becomes due and payable or (d) a date agreed to in writing by the Debtor or the Reorganized Debtor, as the case may be, and the Person holding such Claim or (B) over a period not exceeding six (6) years from the date on which the underlying tax was assessed, deferred cash payments in an aggregate amount equal to the amount of the Allowed Priority Tax Claim, plus simple interest from the Effective Date on the unpaid balance the Allowed Priority Tax Claim at the federal judgment rate; or (C)  as otherwise agreed upon in writing by the holder of such Claim and the Debtor or the Reorganized Debtor, as the case may be. If payments are made under clause (B) above, the Reorganized Debtor will make these payments in equal semiannual installments. The first installment will be due on the latest of: (a) thirty (30) days after the Effective Date; or (b) thirty (30) days after the date on which the Priority Tax Claim becomes an Allowed Priority Tax Claim.  Each installment will include simple interest from the Effective Date, in arrears, on the unpaid balance of the Allowed Priority Tax Claim at the federal judgment rate but will include no penalty of any kind.  The Reorganized Debtor will have the right to pay any unpaid balance on an Allowed Priority Tax Claim in full at any time on or after the Effective Date without premium or penalty of any kind.

C.Treatment of Priority Claims (Class 1)

Classification:  Class 1 consists of Priority Claims, other than Priority Tax Claims.

Treatment:  Unless the Person holding an Allowed Class 1 Claim and the Reorganized Debtor agree otherwise, the Disbursing Agent shall pay to each Person holding an Allowed Class 1 Claim in full satisfaction, settlement, extinguishment, release and discharge of such Claim, (A) cash equal to the amount of the Allowed Class 1 Claim, with simple interest, if any, to which such holder is entitled under the Bankruptcy Code, on or before the latest of (a) as soon as reasonably practicable after the Effective Date; (b) thirty (30) days after the date on which the Claim becomes an Allowed Class 1 Claim; (c) the date on which the Allowed Class 1 Claim becomes due and payable or (d) a date agreed to in writing by the Debtor or the Reorganized Debtor, as the case may be, and the Person holding such Claim or (B) such other treatment on such other terms or conditions as may be agreed upon in writing by the holder of such Claim and the Debtor or the Reorganized Debtor, as the case may be, or as the Bankruptcy Court may order.

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Voting: Class 1 is Unimpaired and the holders of Priority Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

D.Treatment and Classification of Claims other than Priority Claims (Classes 2, 3, 4, 5 and 6).

1.Class 2 (Critical Creditor Claims).

Classification:  Class 2 consists of all Critical Creditor Claims.

Treatment:  Each holder of an Allowed Critical Creditor Claim shall receive in full satisfaction, settlement, release, extinguishment and discharge of such Claim: (A) payment in full in cash with interest, if any, on the later of (i) the Effective Date and (ii) the date such Claim becomes Allowed; (B) treatment such that such Claim is Reinstated; or (C) such other treatment on such other terms and conditions as may be agreed upon in writing by the holder of such Claim and the Debtor or the Reorganized Debtor, as the case may be, or as the Bankruptcy Court may order.

Voting: Class 2 is Unimpaired and the holders of Critical Creditor Claims are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

2.Class 3 (UPC Polska Note Claims, excluding Telecom Owned UPC Polska Note Claims).

Classification:  Class 3 consists of the UPC Polska Note Claims, excluding the Telecom Owned UPC Polska Note Claims.

Treatment:  Each holder of an Allowed UPC Polska Note Claim other than UPC Telecom (the “Third Party Holders”) will be entitled to receive on or as soon as practicable after the Effective Date, Pro Rata on account of its Claims, the following consideration:

Cash                                                                                                                                          
60;                          $80,000,000.00 (the “Cash Consideration”);

New UPC Polska Notesnewly issued notes (“New UPC Polska Notes”) in an aggregate principal amount of $100,000,000.00 of the Reorganized Debtor and Polska Finance, as co-issuers of the New UPC Polska Notes, which shall have the terms set forth in the form of Indenture attached hereto as Exhibit B (the “New Indenture”), and

UGC Common Stockshares of common stock of UGC (“UGC Common Stock”) in an aggregate amount of $14,500,000.00 based on the per share closing price of UGC Common Stock as reported on NASDAQ on December 15, 2003 which are being purchased by UPC Telecom or otherwise obtained by UPC Telecom on terms acceptable to UGC and UPC Telecom, and contributed by UPC Telecom to the Debtor (together with the Cash Consideration and

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New UPC Polska Notes, the “Third Party Noteholder Consideration”);

provided, however, in the event that, on or prior to the Effective Date, UPC or any of its direct or indirect Affiliates purchases, redeems or otherwise acquires for value any UPC Polska Notes for a consideration that is different than the Third Party Noteholder Consideration, then each of the Third Party Holders shall have the right to elect to receive such alternate consideration in respect of their UPC Polska Notes upon consummation of the Restructuring, on the same terms and conditions as those pursuant to which such other UPC Polska Notes were purchased, redeemed or otherwise acquired for value, in lieu of receiving the Third Party Noteholder Consideration for their UPC Polska Notes.  The Debtor shall promptly notify each Third Party Holder of each such purchase including the amount(s) and type(s) of consideration paid in connection therewith.

The UPC Polska Note Claims of the Participating Noteholders shall be Allowed Claims.

Voting:  Class 3 is Impaired and the holders of the UPC Polska Note Claims (other than Telecom Owned UPC Polska Note Claims) are entitled to vote to accept or reject the Plan.

3.Class 4 (Telecom Owned UPC Polska Note Claims, Belmarken Note Claims, Telecom Pari Passu Note Claims and the Affiliate Indebtedness Claims).

Classification:  Class 4 consists of the Telecom Owned UPC Polska Note Claims, the Belmarken Note Claims, the Telecom Pari Passu Note Claims and the Affiliate Indebtedness Claims.

Treatment:  The UPC Entities, as holders of certain of the UPC Polska Notes, the Belmarken Notes and the Telecom Pari Passu Notes, and the holders of the Affiliate Indebtedness Claims will be entitled to receive on or as soon as practicable after the Effective Date, Pro Rata on account of their Claims, the following consideration:

Cash	$15,000,000.00
New UPC Polska Common Stock	100% of the New UPC Polska Stock

Voting:  Class 4 is Impaired and the UPC Entities holding Claims in the UPC Polska Notes,  the Belmarken Notes and the Telecom Pari Passu Notes, and the holders of the Affiliate Indebtedness Claims are entitled to vote to accept or reject the Plan.

4.Class 5 (General Unsecured Claims).

Classification:  Class 5 consists of General Unsecured Claims.

Treatment: General Unsecured Creditors will receive on or as soon as practicable after the Effective Date the amount of cash, New UPC Polska Notes issued under the New Indenture and UGC Common Stock per $1,000.00 of claim amount of each Allowed General Unsecured Claim of UPC Polska which is equal to the amount of cash, New UPC Polska Notes issued under the New Indenture and UGC Common Stock per $1,000.00 of claim amount payable to the holders of the UPC Polska Note Claims (other than the Telecom Owned UPC Polska Note Claims).

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Voting:  Class 5 is Impaired and the holders of the General Unsecured Claims are entitled to vote to accept or reject the Plan.

5.Class 6 (Telecom Junior Note Claims).

Classification:  Class 6 consists of the holders of the Telecom Junior Notes.

Treatment:  The holders of the Telecom Junior Notes will not receive any consideration in exchange for the Telecom Junior Notes.  The Telecom Junior Notes will be cancelled on the Effective Date and will be of no further force or effect.

Voting:  Class 6 is Impaired and the holders of the Telecom Junior Notes are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

E.Treatment of UPC Polska Equity Interests (Class 7).

Classification:  Class 7 consists of Equity Interests in UPC Polska.

Treatment:  The holders of the UPC Polska Equity will not receive or retain any interest in consideration for the UPC Polska Equity.  The UPC Polska Equity will be cancelled on the Effective Date and will be of no further force or effect.

Voting:  Class 7 is Impaired and the holders of UPC Polska Equity Interests are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan.

F.Treatment of Contracts, Leases and Indemnification Obligations.

1.Assumption of Executory Contracts and Unexpired Leases.

a.Schedule of Assumed Agreements.

On the Effective Date, the Reorganized Debtor will assume any and all executory contracts and unexpired leases that constitute executory contracts or unexpired leases as of the Effective Date of the Plan — except for any agreements that were previously assumed or rejected either by a Final Order or under section 365 of the Bankruptcy Code or that will be rejected under Section III.F.2, below. Notwithstanding the preceding sentence, to the extent the Plan specifically provides for the modification of the rights of parties to agreements, such as the rights in respect of the Indentures, the terms of the Plan shall control the parties’ rights thereunder.  The agreements to be assumed under the Plan include all executory contracts and unexpired leases identified on the Schedule of Assumed Agreements.

UPC Polska reserves the right to amend the Schedule of Assumed Agreements at any time before the Effective Date to: (a) delete any executory contract or unexpired lease and provide for its rejection under Section III.F.2 below, or (b) add any executory contract or unexpired lease and provide for its assumption under this Section.  UPC Polska will provide notice of any amendment to the Schedule of Assumed Agreements to the party or parties to the

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agreement affected by the amendment. The Confirmation Order will constitute a court order approving the assumption of executory contracts and unexpired leases as specified under the Plan.

b.Cure Payments.

Other than the General Services Agreement, dated August 1, 1999 (the indebtedness under which constitutes Affiliate Indebtedness), UPC Polska does not believe that it presently is in default under any of the executory contracts or unexpired leases set forth on the Schedule of Assumed Agreements. Accordingly, the Schedule of Assumed Agreements does not identify any amounts that the Reorganized Debtor believes sections 365(b)(1)(A) or (B) of the Bankruptcy Code require that the Reorganized Debtor pay in order to cure defaults under the executory contracts and unexpired leases to be assumed under the Plan.  UPC Polska will file an amended Schedule of Assumed Agreements not later than twenty-one (21) days before the Confirmation Date, setting forth any cure amounts under the executory contracts and unexpired leases to be assumed under Section III.F.1.a, above. UPC Polska reserves the right of the Debtor to further amend the Schedule of Assumed Agreements, including to modify the cure amounts.

As required by section 365(b)(1) of the Bankruptcy Code, any and all monetary defaults under each executory contract and unexpired lease to be assumed under the Plan will be satisfied in one of the following two ways: (a) the Disbursing Agent will pay to the non-debtor party to the executory contract or unexpired lease the default amount, as set forth on the Schedule of Assumed Agreements, in cash as soon as reasonably practicable on or after the Effective Date; or (b) the Disbursing Agent will satisfy any other terms that are agreed to by both the Debtor and the non-debtor party to an executory contract or unexpired lease that will be assumed.

If, however, a dispute arises regarding: (a) the amount of any proposed cure payments; (b) whether UPC Polska has provided adequate assurance of future performance under an executory contract or unexpired lease to be assumed; or (c) any other matter pertaining to a proposed assumption, the proposed cure payments will be made (i) on the later of thirty (30) days after entry of a Final Order resolving the dispute and approving the assumption or sixty (60) days after the Effective Date or (ii) as otherwise agreed between the parties to such executory contract or unexpired lease.

c.Objections to Assumption or Proposed Cure Payments.

Any Person who is a party to an executory contract or unexpired lease that will be assumed under the Plan and who either contends that the proposed cure payment specified on the Schedule of Assumed Agreements is incorrect or otherwise objects to the contemplated assumption must file with the Bankruptcy Court and serve upon UPC Polska and the Reorganized Debtor’s counsel a written statement and supporting declaration stating the basis for its objection.  This statement and declaration must be filed and served by the later of: (a) twenty-one (21) days before the Confirmation Hearing Date; or (b) five (5) days after UPC Polska files and serves the Schedule of Assumed Agreements or any amendments to the Schedule of Assumed Agreements (only with respect to an executory contract or unexpired lease affected by such an amendment).  Any Person who fails to timely file and serve such a statement and declaration will be deemed to waive any and all objections to both the proposed assumption and

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the proposed cure amount.  To the extent that any objections to the assumption of a contract or lease are timely filed and served and such objections are not resolved between the Debtor and the objecting party, the Bankruptcy Court shall resolve such disputes at a hearing to be held on a date to be determined. To the extent the dispute only relates to the proposed cure amount, the resolution of such dispute shall not affect the Debtor’s assumption of the contracts or leases that are the subject of such a dispute, but rather shall affect only the cure amount the Debtor must pay in order to assume such contract or lease. Notwithstanding the foregoing, if the Debtor in its discretion determines that the amount asserted to be the necessary cure amount would, if ordered by the Bankruptcy Court, make the assumption of the contract or lease imprudent, then the Debtor may elect to (i) reject the contract or lease pursuant to Section III.F.2 hereof or (ii) request an expedited hearing on the resolution of the cure dispute, exclude assumption or rejection of the contract or lease from the scope of the Confirmation Order, and retain the right to reject the contract or lease pursuant to Section III.F.2 hereof pending the outcome of such dispute.

2.Rejection of Executory Contracts and Unexpired Leases.

a.Schedule of Rejected Agreements.

On the Effective Date, the Reorganized Debtor will reject the executory contracts and unexpired leases (except for any agreements that were previously assumed or rejected by Final Order or under section 365 of the Bankruptcy Code) that are identified in the Schedule of Rejected Agreements.

UPC Polska reserves the right to amend the Schedule of Rejected Agreements at any time before the Effective Date to: (a) delete any executory contract or unexpired lease and provide for its assumption under Section III.F.1.; or (b) add any executory contract or unexpired lease and provide for its rejection under Section III.F.2.  UPC Polska will provide notice of any amendment to the Schedule of Rejected Agreements to the party or parties to the executory contracts or unexpired leases affected by the amendment.

The Confirmation Order will constitute a court order approving the rejection, as of no later than the Confirmation Date, of the executory contracts or unexpired leases then identified on the Schedule of Rejected Agreements.

b.Bar Date for Rejection Damage Claims.

Any Rejection Damage Claim or other Claim for damages arising from the rejection under the Plan of an executory contract or unexpired lease must be filed with the Bankruptcy Court and served upon the Reorganized Debtor and the Reorganized Debtor’s counsel within thirty (30) days after the earlier of the mailing of notice of confirmation or the service of other notice that the executory contract or unexpired lease has been rejected. Any such damage Claims that are not timely filed and served will be forever barred and unenforceable against the Estate, the Reorganized Debtor, and their respective property, and Persons holding these Claims will be barred from receiving any distributions under the Plan on account of their Rejection Damage Claims or other Claims.

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3.Postpetition Contracts and Leases.

Except as expressly provided in the Plan or the Confirmation Order or any Final Order of the Bankruptcy Court, all contracts, leases, and other agreements that UPC Polska enters into after the Petition Date which agreements have not been otherwise terminated in accordance with their terms or been rejected on or before the Confirmation Date, will remain in full force and effect after the Confirmation Date and the Effective Date.

4.Assumption of Indemnification Obligations.

To the extent not inconsistent with the Plan, on the Effective Date, the Reorganized Debtor will be deemed to assume all indemnification obligations under applicable certificates of incorporation, bylaws, written agreements, and statutes with respect to all present and future actions, suits, and proceedings against UPC Polska’s directors and officers based upon any act or omission related to service with, for, or on behalf of UPC Polska, whether that act or omission occurred before or after the Petition Date or while the Chapter 11 Case was pending before the Bankruptcy Court. These obligations will not be discharged or impaired by the Plan’s confirmation or consummation, and they will survive confirmation unaffected by the contemplated reorganization except to the extent any such obligation has been released, discharged or modified pursuant to the Plan.

IV.

MEANS OF EXECUTION AND IMPLEMENTATION
OF THIS PLAN AND OTHER PROVISIONS

A.Disbursing Agent.

The Reorganized Debtor or Third Party Disbursing Agent shall act as Disbursing Agent under this Plan and, unless otherwise specified, shall make all distributions required under this Plan. The Indenture Trustee will serve as the Third Party Disbursing Agent in connection with distributions in respect of UPC Polska Note Claims (other than Telecom Owned UPC Polska Note Claims), in accordance with this Plan.

The Disbursing Agent (including the Indenture Trustee when it is authorized to act as Third Party Disbursing Agent) may employ or contract with other entities to assist in or perform the distribution of property under this Plan. Unless otherwise determined by the Reorganized Debtor in its sole discretion, the Disbursing Agent shall serve without bond.  The Third Party Disbursing Agent, if any, shall receive from the Reorganized Debtor, without further Bankruptcy Court approval, reasonable compensation for distribution services rendered pursuant to this Plan and reimbursement of reasonable out-of-pocket expenses incurred in connection with such services on terms agreed to by the Reorganized Debtor.

B.Revesting of Assets.

Except as otherwise provided in this Plan or in any agreements contemplated under this Plan, on the Effective Date all property of the Estate shall vest in the Reorganized Debtor, free and clear of all Claims, liens, encumbrances, and Equity Interests, with all such Claims, liens,

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encumbrances and Equity Interests being extinguished except as otherwise provided in the Plan.  From and after the Effective Date, the Reorganized Debtor may operate its business and use, acquire and dispose of property and settle and compromise Claims or Equity Interests without supervision by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by this Plan and the Confirmation Order.

C.Preservation of Rights of Action.

Except as expressly released pursuant to this Plan, pursuant to section 1123(b) of the Bankruptcy Code, the Reorganized Debtor shall be vested with and shall retain and may enforce any claims, rights, and causes of action that UPC Polska or the Estate may hold or have against any entity, including (a) any claims, rights or causes of action under sections 544 through 550 of the Bankruptcy Code or any similar provision of state law, or any other statute or legal theory, (b) any rights of equitable subordination or disallowance, (c) any derivative causes of action that may be brought by or on behalf of UPC Polska or the Estate, and (d) any and all claims, rights, or causes of action of any kind or nature of UPC Polska or the Estate that may exist under applicable bankruptcy or non-bankruptcy law.

Any such rights shall be retained by the Reorganized Debtor free and clear of all Claims and Equity Interests, and the Reorganized Debtor may pursue its revested rights of action in accordance with its best interests.

D.Indentures.

1.Cancellation of Indentures.

Subject to Section IV.D.2, the rights and obligations of UPC Polska and any affiliate of the Debtor, if any, under the Indentures shall be deemed cancelled on the Effective Date.

Without limiting the generality of the foregoing, in accordance with the cancellation of the Indentures on the Effective Date as specified above, on the Effective Date, any and all rights of or conferred upon holders of or with respect to the UPC Polska Notes and the Debtor (whether such indebtedness is on account of principal, pre-petition or post-petition interest, fees, charges or otherwise), as defined in the Indentures, including any rights of subordination, priority, seniority or otherwise under the Indentures, including with respect to the property to be distributed to Persons holding UPC Polska Note Claims under this Plan, shall be similarly nullified and extinguished.  The preceding sentence applies, without limitation, to all Persons holding Allowed Claims under this Plan, including the Third Party Holders.

Notwithstanding the cancellation of the Indentures, the right of the Indenture Trustee to assert a lien against distributions to holders of the UPC Polska Notes (the “Charging Lien”) shall survive cancellation of the Indentures, subject to Section IV.D.2.

Cancellation of the Indentures pursuant to this Plan shall not affect the rights of the Third Party Holders to receive distributions of Third Party Noteholder Consideration in accordance with this Plan.

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2.Allowed Fees and Expenses of Indenture Trustee.

The Indenture Trustee’s reasonable fees and expenses through the Effective Date (which includes the fees and expenses of any professionals retained by the Indenture Trustee), shall be paid (unless otherwise ordered by the Bankruptcy Court, without application by or on behalf of the Indenture Trustee or any professionals retained by the Indenture Trustee to the Bankruptcy Court and without notice and a hearing) by the Reorganized Debtor as an Allowed Administrative Claim under this Plan.  If the Reorganized Debtor and the Indenture Trustee cannot agree on the amount of fees and expenses to be paid, the amount of any such fees and expenses shall be determined by the Bankruptcy Court.  Distributions received by holders of Allowed UPC Polska Note Claims pursuant to this Plan shall not be reduced on account of such payment of the Indenture Trustee’s fees and expenses. The Charging Lien of the Indenture Trustee shall continue and be unimpaired as to (i) any fees and expenses of the Indenture Trustee not paid by the Reorganized Debtor and (ii) any indemnity rights of the Indenture Trustee, which shall survive to the extent permitted under the terms of the Indentures.

E.Objections to Claims and Equity Interests.

Except as otherwise provided in Section III.B.1.d, above, with respect to applications of professionals for compensation and reimbursement of expenses and for the payment of other Administrative Claims, objections to any Claims or Equity Interests shall be filed and served upon the holder of such Claim or Equity Interest no later than the date (the “Claims/Equity Interests Objection Deadline”) that is the later of (a) six (6) months after the Effective Date, unless extended by the Bankruptcy Court, or (b) six (6) months after the date on which a proof of Claim or Equity Interest has been filed, unless extended by the Bankruptcy Court. Commencing on the Effective Date, only the Reorganized Debtor shall have the authority to settle, compromise, or otherwise resolve any objections to Claims and Equity Interests without any requirement of approval by the Bankruptcy Court.

F.Estimation of Claims

The Debtor or the Reorganized Debtor, as applicable, may, at any time, request that the Bankruptcy Court estimate any contingent or unliquidated Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether or not the Company or the Reorganized Debtor has previously objected to such Claim or the Bankruptcy Court has previously ruled on any such objection.  Claims may be estimated and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Bankruptcy Court; provided, however, that commencing on the Effective Date the Reorganized Debtor may compromise, settle or resolve any such Claims without further approval of the Bankruptcy Court.

G.Distribution of Property Under this Plan.

1.Manner of Cash Payments.

Cash payments made pursuant to this Plan shall be in U.S. dollars on checks drawn on a domestic bank selected by the Reorganized Debtor or, at the option of the Reorganized Debtor, by wire transfer from a domestic bank; provided, however, that payments made to foreign

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creditors holding Allowed Claims may be paid, at the option of the Reorganized Debtor, in such funds and by such means as are necessary or customary in a particular foreign jurisdiction.

2.Surrender of UPC Polska Notes.

As a condition to participation under this Plan, a holder of a UPC Polska Note Claim that desires to receive property to be distributed on account of such Claim shall surrender the security representing such Claim to the Indenture Trustee in accordance with the procedures set forth in the Indenture, to the extent applicable.  Following confirmation of this Plan, holders of such securities shall receive specific instructions regarding the time and manner in which the UPC Polska Note Claims are to be surrendered, which instructions shall be given by the Reorganized Debtor, the Disbursing Agent, or the Indenture Trustee to such holders as soon as practicable after the Effective Date.  Pending such surrender, such securities shall be cancelled and represent only the right to receive the distributions to which the holder is entitled under this Plan.

Subject to Section IV.G.4.b., any UPC Polska Note Claim represented by a security which is lost, stolen, mutilated, or destroyed shall be deemed surrendered when the holder of such Claim based thereon delivers to the Indenture Trustee, with a copy to the Debtor, (i) evidence satisfactory to the Debtor of the loss, theft, mutilation, or destruction of such instrument and (ii) such security or indemnity as may be required by the Indenture Trustee to hold it harmless with respect thereto.

3.No Distributions With Respect to Disputed Claims.

a.No Distribution Pending Allowance. Notwithstanding any other provisions of this Plan, no payments of cash or distributions or other consideration of any kind shall be made on account of any Disputed Claim until such Claim becomes an Allowed Claim or is deemed to be such for purposes of distribution, and then only to the extent that the Claim becomes, or is deemed to be for distribution purposes, an Allowed Claim.

b.Establishment And Maintenance Of Reserve. On each applicable Distribution Date, the Disbursing Agent shall reserve for the benefit of holders of Disputed Claims (the “Reserve”) the distributions to which the holders of Disputed Claims as of such Distribution Date would be entitled under the Plan if such Disputed Claims were Allowed Claims in the amounts of such Disputed Claims and the holders thereof had received such distributions on the Initial Distribution Date.  Such amounts shall be determined by reference to the aggregate Face Amount of all Disputed Claims as of such date.  The Disbursing Agent shall maintain a register of all Disputed Claims, the amounts upon which to base reserves for such Disputed Claims and the amount of cash and/or the number of New UPC Polska Notes and/or the number of shares of UGC Common Stock to which the holders of the Disputed Claims would be entitled if such Disputed Claims were Allowed Claims.

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c.Distributions Upon Allowance Of Disputed Claims and Disputed Equity Interests. The holder of a Disputed Claim that becomes an Allowed Claim subsequent to the Initial Distribution Date shall receive distributions of the applicable New UPC Polska Notes, UGC Common Stock or cash, as applicable, previously reserved on account of such Claim in the Reserve as soon as reasonably practicable following the allowance of any such Claim; provided, however, that neither the Debtor, the Reorganized Debtor, Polska Finance, nor the Disbursing Agent shall be required to make a distribution until the aggregate distribution to be made is equal to or greater than $250,000 in cash or $250,000 in principal amount of New UPC Polska Notes or $250,000 in amount of UGC Common Stock, as applicable; provided further, however, that if the aggregate distribution that would be required to be made to the holders of all remaining Disputed Claims if all such remaining Disputed Claims were to become Allowed Claims could not exceed either $250,000 in cash or $250,000 in principal amount of New UPC Polska Notes or $250,000 in amount of UGC Common Stock, as applicable, then the Debtor, the Reorganized Debtor, Polska Finance or the Disbursing Agent shall make a distribution to any holder of a Disputed Claim as soon as reasonably practicable after the allowance of any such Claim. Such distributions shall be made in accordance with the Plan based upon the distributions that would have been made to such holder under the Plan if the Disputed Claim had been an Allowed Claim on or prior to the Effective Date.

d.Excess Reserves. Upon any Disputed Claim becoming a Disallowed Claim in whole or in part, the property, if any, reserved for the payment of or distribution on the Disallowed portion of such Disputed Claim (i) if in the form of cash, shall revest in the Reorganized Debtor and no longer be subject to distribution to creditors; (ii) if in the form of New UPC Polska Notes, shall be cancelled; or (iii) if in the form of UGC Common Stock, shall be revested in UPC Telecom.

4.Delivery of Distributions and Undeliverable or Unclaimed Distributions.

a.Delivery of Distributions in General.

Except as provided in Section IV.G.4.b, below, for holders of undeliverable distributions, distributions to holders of Allowed Claims shall be distributed by mail as follows: (a) at the address set forth on the respective proofs of Claim filed by such holders of Allowed Claims; (b) at the address set forth in any written notices of address changes delivered to the Disbursing Agent after the date of any related proof of Claim; (c) at the address reflected in the Schedules if no proof of Claim is filed and the Disbursing Agent has not received a written notice of a change of address; and (d) with respect to holders of UPC Polska Note Claims at the last known address of record holders of such UPC Polska Note Claims as of the Initial Distribution Date, as determined by the Indenture Trustee.

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b.Undeliverable Distributions.

(1)Holding and Investment of Undeliverable Property.

If the distribution to the holder of any Allowed Claim is returned to the Disbursing Agent as undeliverable, no further distribution shall be made to such holder unless and until the Disbursing Agent is notified in writing of such holder’s then current address. Subject to the other provisions of this Plan, undeliverable distributions shall remain in the possession of the Disbursing Agent pursuant to this Section until such time as a distribution becomes deliverable.

Unclaimed cash shall be held in an unsegregated bank account in the name of the Disbursing Agent or the Reorganized Debtor for the benefit of the potential claimants of such funds, and shall be accounted for separately.

(2)Failure to Claim Undeliverable Property.

Any holder of an Allowed Claim that does not assert a claim in writing for an undeliverable distribution held by the Disbursing Agent or the Third Party Disbursing Agent within one year after the Effective Date shall no longer have any claim to or interest in such undeliverable distribution, and shall be forever barred from receiving any distributions under this Plan, or from UPC Polska, Polska Finance, the Reorganized Debtor, the Estate or their respective property.  In any such case, any property held for distribution on account of such Claims (i) if in the form of cash, shall revest in the Reorganized Debtor and no longer be subject to distribution to creditors; (ii) if in the form of New UPC Polska Notes, shall be cancelled; or (iii) if in the form of UGC Common Stock, shall be revested in UPC Telecom or returned to UPC Telecom if in the possession of the Third Party Disbursing Agent. Any undistributed cash shall be the property of the Reorganized Debtor, free from any restrictions thereon.  Nothing contained in this Plan shall require UPC Polska, the Reorganized Debtor, Polska Finance, or the Disbursing Agent or the Third Party Disbursing Agent to attempt to locate any holder of an Allowed Claim.

Therefore, any holder of an Allowed Claim that does not assert a claim for an undeliverable distribution within one year after the Effective Date will have any claim for such undeliverable distribution discharged and forever will be barred from asserting any such Allowed Claim against UPC Polska, the Estate, the Reorganized Debtor, Polska Finance, and their respective property.

5.Compliance With Tax Requirements.

The Disbursing Agent shall comply with all withholding and reporting requirements imposed on it by Governmental Entities, and all distributions pursuant to this Plan shall be subject to such withholding and reporting requirements, if any.

6.Setoff, Recoupment and Other Rights.

Notwithstanding anything to the contrary contained in this Plan (except as provided in Sections VI.B and VI.C below), to the extent permitted under applicable law with respect to an Allowed Claim or

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Allowed Equity Interest, the Reorganized Debtor may, but shall not be required to, set off, recoup, assert counterclaims or withhold against any Allowed Claim or Allowed Equity Interest and the distributions to be made pursuant to this Plan on account of such Allowed Claim or Allowed Equity Interest, claims of any nature that UPC Polska, the Estate, or the Reorganized Debtor may have against the holder of such Allowed Claim or Allowed Equity Interest; provided, however, that neither the failure to effect such a setoff or recoupment, nor the allowance of any Claim against or Equity Interest in UPC Polska or the Reorganized Debtor, nor any partial or full payment during the Chapter 11 Case on or after the Effective Date in respect of any Allowed Claim or Allowed Equity Interest, shall constitute a waiver or release by UPC Polska, the Estate, or the Reorganized Debtor of any claim that they may possess against such holder.

H.No Liability for Solicitation or Participation.

Pursuant to section 1125(e) of the Bankruptcy Code, Persons that solicit acceptances or rejections of this Plan and/or that participate in the offer, issuance, sale, or purchase of securities offered or sold under this Plan, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, shall not be liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of this Plan or the offer, issuance, sale, or purchase of securities.

I.Limitation of Liability.

To the maximum extent permitted by law, none of UGC, UPC, Polska Finance, the UPC Entities, UPC Polska, the Reorganized Debtor, the Estate, the Participating Noteholders, the Creditors’ Committee, the Indenture Trustee, nor any of the employees, officers, directors, agents, members, representatives, or professional advisors employed or retained by any of them, whether or not pursuant to a Final Order of the Bankruptcy Court, shall have or incur any liability to any Person for any act taken or omission made in good faith in connection with or related to formulating, implementing, confirming, or consummating this Plan, the Disclosure Statement, or any contract, instrument, release, or other agreement or document created in connection with this Plan.

J.Dissolution of Committees.

On the Effective Date, the Creditors’ Committee and any other committee appointed pursuant to section 1102 of the Bankruptcy Code shall be released and discharged from the rights and duties arising from or related to the Chapter 11 Case, except with respect to final applications for professionals’ compensation.  Except as agreed to by the Reorganized Debtor, professionals retained by the Creditors’ Committee and any other committee appointed pursuant to section 1102 of the Bankruptcy Code and the members thereof shall not be entitled to compensation or reimbursement of expenses for any services rendered or expenses incurred after the Effective Date, except for services rendered and expenses incurred in connection with any applications by such professionals or committee members for allowance of compensation and reimbursement of their own expenses pending on the Effective Date or timely filed after the Effective Date as provided in this Plan, as approved by the Bankruptcy Court.

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K.Revocation of this Plan.

UPC Polska reserves the right to revoke or withdraw this Plan prior to the Confirmation Date; provided, however, that, the consent of the Creditors Committee (which shall not be unreasonably withheld) shall be required for such revocation or withdrawal if (a) the holders of the UPC Polska Note Claims have voted to accept this Plan, and such acceptance has not been withdrawn, and (b) the Participating Noteholders have not filed an objection to confirmation of this Plan (or if such objection has been filed but withdrawn). If this Plan is revoked or withdrawn, or if confirmation or the Effective Date otherwise do not occur, this Plan shall be null and void, and nothing contained in this Plan or the Disclosure Statement shall (a) constitute a waiver or release of any Claims by or against, or any Equity Interests in, UPC Polska or any other Person; or (b) prejudice in any manner the rights of UPC Polska, the Estate, or any creditors in any further proceedings.

L.Post-Effective Date Effect of Evidences of Claims or Equity Interests.

Notes, stock certificates, warrants, and other evidences of Claims against, or Equity Interests in, UPC Polska shall, effective upon the Effective Date, represent only the right to receive the distributions, if any, contemplated by this Plan.

M.Successors and Assigns.

The rights, benefits, and obligations of any entity named or referred to in this Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor, or assign of such entity.

N.Saturday, Sunday, or Legal Holiday.

If any payment or act under this Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day and shall be deemed to have been completed as of the required date.

O.Headings.

The headings used in this Plan are inserted for convenience only and neither constitute a portion of this Plan nor in any manner affect the provisions of this Plan.

P.Governing Law.

Unless a rule of law or procedure is supplied by (a) federal law (including the Bankruptcy Code and Bankruptcy Rules), or (b) an express choice of law provision in any agreement, contract, instrument, or document provided for, or executed in connection with, this Plan, the rights and obligations arising under this Plan and any agreements, contracts, documents, and instruments executed in connection with this Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without giving effect to the principles of conflict of laws thereof.

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Q.Severability of Plan Provisions.

If, prior to confirmation, any term or provision of this Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted.  Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of this Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration or interpretation.  Provided, however, that the two preceding sentences shall not be applicable if the absence of any such invalid, void or unenforceable provision would cause any Participating Noteholder to receive less than the Third Party Noteholder Consideration in exchange for its Allowed UPC Polska Note Claims. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of this Plan, as it may or may not have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.  The Debtor reserves the right not to proceed with Confirmation or consummation of the Plan if any such ruling occurs.

R.No Admissions.

Notwithstanding anything herein to the contrary, if this Plan is not confirmed or the Effective Date otherwise does not occur, this Plan shall be null and void, and nothing contained in this Plan or the Disclosure Statement shall (a) be deemed to be an admission by UPC Polska or against any creditor with respect to any matter set forth herein, including liability on any Claim or the propriety of the classification of any Claim; (b) constitute a waiver, acknowledgment or release of any Claims by or against, or any Equity Interests in, UPC Polska; or (c) prejudice in any manner the rights of UPC Polska, the Estate, or any creditors in any further proceedings.

S.Application of Section 1145 of the Bankruptcy Code.

To the fullest extent permitted under section 1145 of the Bankruptcy Code, the issuance of the New UPC Polska Notes and the UGC Common Stock to the holders of Allowed Class 3 Claims and Allowed Class 5 Claims, and the issuance of New UPC Polska Stock to the holders of Class 4 Claims, on the Effective Date shall be exempt from the registration requirements of section 5 of the Securities Act and of any federal, state and local law requiring the registration or licensing of such securities or of any issuer, underwriter, broker or dealer in such securities.

T.Condition Precedent to Confirmation.

Confirmation is subject to the following condition precedent:

The Confirmation Order shall be in form and substance reasonably acceptable to the Debtor, the UPC Entities and the Creditors’ Committee; provided that none of the UPC Entities, the Debtor, the Creditors’ Committee or the Participating Noteholders may request that the Confirmation Order contain a provision that is inconsistent with any of the provisions of the Stipulation.

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U.Conditions Precedent to Consummation.

The Plan shall be consummated and the Effective Date shall occur if and only if the following conditions shall have occurred or shall have been duly waived (if waivable) pursuant to Section IV.V. below:

a.the Confirmation Order shall not have been vacated, reversed, stayed, modified, amended, enjoined or restrained by order of a court of competent jurisdiction and shall have become a Final Order;

b.all documents and agreements required to be executed or delivered under the Plan or the Stipulation on or prior to the Effective Date shall have been executed and delivered by the parties thereto;

c.the Bankruptcy Court shall have entered an order (which shall be part of the Confirmation Order) authorizing and directing the Debtor and the Reorganized Debtor to take all actions necessary or appropriate to enter into, implement, and consummate the contracts, instruments, releases, indentures and other agreements or documents created, amended, supplemented, modified or adopted in connection with the Plan;

d.the Amended and Restated Certificate of Incorporation of the Reorganized Debtor (or the Certificate of Formation of the Reorganized Debtor, if UPC Polska converts to a limited liability company on or prior to the Effective Date) shall have been filed with the applicable authority of the jurisdiction of incorporation or organization in accordance with such jurisdiction’s applicable law;

e.all authorizations, consents and regulatory approvals required, if any, in order to consummate the Plan shall have been obtained;

f.no order of a court shall have been entered and shall remain in effect restraining the Debtor from consummating the Plan;

g.the New UPC Polska Notes shall have been accepted for listing on The PORTAL Market; and

h.the New UPC Polska Notes shall have obtained a rating by either Standard and Poor’s Ratings Group or Moody’s Investors Service, Inc.

V.Waiver of Conditions to Consummation.

The requirement that the conditions to the occurrence of the Effective Date, as specified in Section IV.U, above, be satisfied may be waived in whole or in part, and the time within which any such conditions must be satisfied may be extended, by the written consent of UPC Polska, the UPC Entities and the Creditors’ Committee. To be effective, such written waiver or extension must be filed with the Bankruptcy Court. The failure to satisfy or waive any of such conditions may be asserted by UPC Polska regardless of the circumstances giving rise to the failure of such condition to be satisfied, including any action or inaction by UPC Polska. The

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failure of UPC Polska to exercise any of the foregoing rights shall not be deemed a waiver of such rights or any other rights and each such right shall be deemed ongoing and assertable at any time.

W.Effect of Failure of Condition

If the Bankruptcy Court has not entered a Confirmation Order in form and substance reasonably acceptable to the Debtor, the UPC Entities, and the Committee prior to March 15, 2004, then the Stipulation shall terminate in accordance with its terms and the Participating Noteholders may withdraw their votes in favor of the Plan.  If the Effective Date has not occurred on or prior to July 15, 2004, then, unless otherwise agreed by the parties to the Stipulation, the Stipulation shall terminate in accordance with its terms and the Debtor, the Creditors’ Committee, the Participating Noteholders, UGC or any of the UPC Entities shall be allowed to file a motion to vacate the order confirming the Plan and none of the above shall oppose such motion.

X.Retention of Jurisdiction.

Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain jurisdiction after the Effective Date over all matters arising out of, arising in or related to, the Chapter 11 Case to the fullest extent provided by law, including the jurisdiction to:

1.Allow, disallow, determine, liquidate, classify, establish the priority or secured or unsecured status of, estimate, or limit any Claim, Equity Interest, or Administrative Claim;

2.Grant or deny any and all applications for allowance of compensation or reimbursement of expenses authorized pursuant to the Bankruptcy Code or this Plan, for periods ending on or before the Effective Date;

3.Resolve any motions pending on the Effective Date to assume, assume and assign, or reject any executory contract or unexpired lease to which UPC Polska is a party or with respect to which UPC Polska may be liable and to hear, determine and, if necessary, liquidate, any and all Claims arising therefrom;

4.Ensure that distributions to holders of Allowed Claims and Allowed Equity Interests, including but not limited to Administrative Claims, are accomplished pursuant to the provisions of this Plan and resolve any issues relating to distributions;

5.Resolve any and all applications, motions, adversary proceedings, and other matters involving UPC Polska that may be pending on the Effective Date;

6.Enter such orders as may be necessary or appropriate to implement or consummate the provisions of this Plan and all contracts, instruments, releases, and other agreements or documents entered into in connection with this Plan;

7.Resolve any and all controversies, suits, or issues that may arise in connection with the consummation, interpretation, or enforcement of this Plan or the Confirmation Order or

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any Person’s rights or obligations in connection with this Plan including disputes arising under documents or agreements executed in connection with the Plan;

8.             Modify this Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code, or modify the Disclosure Statement or any contract, instrument, or other agreement or document created in connection with this Plan or Disclosure Statement; or remedy any defect or omission or reconcile any inconsistency in any order of the Bankruptcy Court, this Plan, the Disclosure Statement, or any contract, instrument, or other agreement or document created in connection with this Plan or Disclosure Statement, in such manner as may be necessary or appropriate to consummate this Plan, to the extent authorized by the Bankruptcy Code;

9.             Issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any entity with consummation or enforcement of this Plan;

10.           Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed, reversed, revoked, or vacated;

11.           Determine any other matters that may arise in connection with or relate to this Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture or other agreement or document created in connection with this Plan, the Confirmation Order or the Disclosure Statement;

12.           Enter an order closing the Chapter 11 Case; and

13.           Hear and  determine any  motions, applications, adversary proceedings, contested matters and other  litigated  matters  pending on, filed or commenced after the Effective Date, including proceedings with respect to the rights of the Debtor to recover property under sections 542, 543, 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code or to otherwise collect to recover on account of any claim or cause of action that the Debtor may have.

If the Bankruptcy Court abstains from exercising jurisdiction or is otherwise without jurisdiction over any matter, this Section shall have no effect upon and shall not control, prohibit, or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter.

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V.

THE REORGANIZED DEBTOR

A.Management of the Reorganized Debtor.

1.Directors of the Reorganized Debtor.

As of the Effective Date, UPC Polska’s then-current Board will remain in place.  The List of Maintained Board Members, including their respective background and qualifications, will be [is] attached as Exhibit C on or before the Exhibit Filing Date.

The membership of the Board shall be subject to an election at the annual meeting of the Reorganized Debtor in the year 2004.

2.Officers of the Reorganized Debtor.

The officers of the Reorganized Debtor will serve at the discretion of the Board of the Reorganized Debtor.  As of the Effective Date, it is anticipated that the officers then serving shall continue to serve.

B.Employee Benefit Plans.

As of the Effective Date, all of UPC Polska’s employee benefit plans, programs and benefits existing immediately prior to the Effective Date shall be retained and shall constitute obligations of the Reorganized Debtor.

C.Certificate of Incorporation.

As of the Effective Date, the Amended and Restated Certificate of Incorporation of the Reorganized Debtor (or the Certificate of Formation of the Reorganized Debtor, if UPC Polska converts to a limited liability company on or prior to the Effective Date) shall (a) prohibit the issuance of non-voting equities securities to the extent required by section 1123(a)(6) of the Bankruptcy Code, subject to amendment of such Amended and Restated Certificate of Incorporation (or the amendment of such Certificate of Formation, as the case may be) as permitted by applicable law, and (b) permit the consummation of this Plan. A copy of the form of the Amended and Restated Certificate of Incorporation of the Reorganized Debtor (or of the Certificate of Formation of the Reorganized Debtor, as the case may be) will be [is] attached as Exhibit D [by the Exhibit Filing Date.]

D.Bylaws.

As of the Effective Date, the Amended and Restated Bylaws of the Reorganized Debtor, (or the Limited Liability Company Operating Agreement of the Reorganized Debtor, if UPC Polska converts to a limited liability company on or prior to the Effective Date), to the extent any amendments to UPC Polska’s Bylaws (or to such Limited Liability Company Operating Agreement, as the case may be) are required to effectuate the provisions of this Plan, shall be [is]

34

attached as Exhibit E [by the Exhibit Filing Date], without the requirement for any further action by the shareholders or directors of UPC Polska or the Reorganized Debtor.

VI.

EFFECT OF CONFIRMATION OF THIS PLAN

A.Discharge and Injunction.

The rights afforded in the Plan and the treatment of all Claims and Equity Interests herein shall be in exchange for and in complete satisfaction, discharge, and release of all Claims and Equity Interests of any nature whatsoever, including any interest accrued on such Claims from and after the Petition Date, against UPC Polska, the Reorganized Debtor, the Estate, or any of their property.  Except as otherwise provided in the Plan or the Confirmation Order: (a) on the Effective Date, UPC Polska, the Reorganized Debtor, the Estate, and their property shall be deemed discharged and released to the fullest extent permitted by section 1141 of the Bankruptcy Code from all Claims and Equity Interests, including, but not limited to, demands, liabilities, Claims, and Equity Interests that arose before the Confirmation Date and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, regardless of whether or not (i) a proof of Claim or proof of Equity Interest based on such debt or Interest is filed or deemed filed, (ii) a Claim or Equity Interest based on such debt or Equity Interest is Allowed pursuant to section 502 of the Bankruptcy Code, or (iii) the holder of a Claim or Equity Interest based on such debt or Equity Interest has or has not accepted the Plan; and (b) all Persons shall be precluded from asserting against UPC Polska, the Reorganized Debtor, the Estate, and their property any other or further Claims or Equity Interests based upon any act or omission, transaction, or other activity of any kind or nature that occurred prior to the Confirmation Date.

Except as otherwise provided in the Plan or the Confirmation Order, the Confirmation Order shall act as a discharge of any and all Claims against and all debts and liabilities of UPC Polska, and termination of all Equity Interests, as provided in sections 524 and 1141 of the Bankruptcy Code, and such discharge and termination shall void any judgment against UPC Polska obtained at any time to the extent that it relates to a discharged or terminated Claim or Equity Interest.

Except as otherwise provided in the Plan or the Confirmation Order, on and after the Effective Date, all Persons who have held, currently hold, or may hold a debt, Claim, or Equity Interest discharged pursuant to the terms of the Plan are permanently enjoined from taking any of the following actions on account of any such discharged debt, Claim, or Equity Interest: (a) commencing or continuing in any manner any action or other proceeding against UPC Polska, the Reorganized Debtor, the Estate, or their property; (b) enforcing, attaching, collecting, or recovering in any manner any judgment, award, decree, or order against UPC Polska, the Reorganized Debtor, the Estate, or their property; (c) creating, perfecting, or enforcing any lien or encumbrance against UPC Polska, the Reorganized Debtor, the Estate, or their property; (d) asserting any setoff, right of subrogation, or recoupment of any kind against any obligation due to UPC Polska, the Reorganized Debtor, the Estate, or their property; and (e) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent

35

with the provisions of the Plan or the Confirmation Order. Any Person injured by any willful violation of such injunction shall recover actual damages, including costs and attorneys’ fees, and, in appropriate circumstances, may recover punitive damages, from the willful violator.

B.Releases.

Effective on the Confirmation Date, but subject to the occurrence of the Effective Date, the UPC Entities, UPC Polska, Polska Finance, UPC, New UPC, UGC, the Indenture Trustee, each member of the Creditors’ Committee for actions taken in its capacity as a member of the Creditors’ Committee,  each Participating Noteholder, each holder of  UPC Polska Notes, UPC Telecom Notes, Belmarken Notes, UPC Polska Equity, Affiliate Indebtedness and each of the foregoing’s respective officers, directors, Affiliates, Subsidiaries, stockholders, partners, members, managers, representatives, employees, attorneys, financial advisors, accountants and agents, and any of their respective successors and assigns, and their respective property, shall be released from any and all claims, obligations, rights, causes of action, choses in action, demands, suits, proceedings and liabilities which UPC Polska or any holder of a Claim against, or Equity Interest in, UPC Polska or its bankruptcy estate may be entitled to assert, whether for fraud, tort, contract, violations of applicable securities laws, or otherwise, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, contingent or non-contingent, based in whole or in part upon any act, omission, transaction, state of facts, circumstances or other occurrence or failure of an event to occur, taking place before the Confirmation Date and in any way relating to the UPC Entities, UPC, UGC, New UPC, Polska Finance, each Participating Noteholder, UPC Polska, the issuance, purchase or sale of the Belmarken Notes, UPC Polska Notes, UPC Telecom Notes, Affiliate Indebtedness, or the UPC Polska Equity, in connection with the Restructuring, the Chapter 11 Case, the solicitation of acceptances of the Plan, the solicitation, issuance, purchase, sale or exchange of the New UPC Polska Notes or the UGC Common Stock, the pursuit of confirmation of the Plan, the consummation of the Plan or administration of the Plan or the property to be distributed under the Plan; provided, however, that nothing herein shall release any Person from any claims, obligations, rights, causes of action, choses in action, demands, suits, proceedings or liabilities based upon any act or omission arising out of such Person’s gross negligence or willful misconduct; provided further, that nothing herein shall release UPC Polska, Polska Finance, UGC, the UPC Entities or any Participating Noteholder from any claims, obligations, rights, causes of action, choses in action, demands, suits, proceedings or liabilities based upon such Person’s failure to comply, in all respects, with, or breach of such Person’s obligations under, this Plan and the Stipulation.  Effective as of the Confirmation Date, but subject to the occurrence of the Effective Date, all holders of Belmarken Notes, UPC Polska Notes, UPC Telecom Notes, Affiliate Indebtedness and UPC Polska Equity, shall be deemed to release, and shall be permanently enjoined from bringing, maintaining, facilitating or assisting any action, demand, suit or proceeding against, UGC, the UPC Entities, New UPC, UPC, UPC Polska, Polska Finance, each member of the Creditors’ Committee for actions taken in its capacity as a member of the Creditors’ Committee, each Participating Noteholder, the Indenture Trustee and their respective officers, directors, Subsidiaries, Affiliates, members, managers, representatives, employees, attorneys, stockholders, partners, accountants, financial advisors and agents, or any of their respective successors and assigns, and their respective property, in respect of any claims, obligations, rights, causes of action, demands, suits, proceedings and liabilities related to, or arising from, any and all claims or interests arising under, in connection with, or related to the Belmarken Notes, the UPC Polska Notes, the UPC

36

Telecom Notes, Affiliate Indebtedness or the UPC Polska Equity, or the issuance, purchase, exchange or sale of any thereof, the Restructuring, the Chapter 11 Case, the solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan or administration of the Plan or the property to be distributed under the Plan.

Nothing in the Plan shall effect a release in favor of any released party from any liability arising under (i) the Internal Revenue Code, or any state, city or municipal tax code, (ii) the environmental laws of the United States, any state, city or municipality, or (iii) any criminal laws of the United States, any state, city or municipality; nor shall anything in the Plan enjoin the United States government or any state, city or municipality, as applicable, from bringing any claim, suit, action or other proceeding against any released party for any liability arising under (i) the Internal Revenue Code, or any state, city or municipal tax code, (ii) the environmental laws of the United States, any state, city or municipality, or (iii) any criminal laws of the United States, any state, city or municipality; provided, however, that this paragraph shall in no way affect or limit the discharge granted to UPC Polska under Chapter 11 of the Bankruptcy Code and pursuant to the Plan.

Solely in the case of attorneys, nothing in the Plan shall effect a release from any liability arising under any applicable professional disciplinary rule, including Disciplinary Rule 6-102 of the New York Code of Professional Conduct.

C.Exculpation.

None of the UPC Entities, New UPC, UPC, UPC Polska, Polska Finance, UGC, the Indenture Trustee, any member of the Creditors’ Committee for actions taken in its capacity as a member of the Creditors’ Committee, any Participating Noteholder, any holder of UPC Polska Notes, Belmarken Notes, UPC Telecom Notes, Affiliate Indebtedness, UPC Polska Equity, or any of the foregoing’s respective officers, directors, Subsidiaries, Affiliates, members, managers, stockholders, partners, representatives, employees, attorneys, financial advisors, accountants and agents, or any of their respective successors and assigns, or any of their respective property, shall have or incur any liability to any holder of a Claim or an Equity Interest, or any other party in interest, or any of their respective officers, directors, Subsidiaries, Affiliates, members, managers, stockholders, partners, representatives, employees, attorneys, financial advisors, accountants and agents, or any of their respective successors and assigns, and their respective property, for any act or omission in connection with, relating to, or arising out of, the Restructuring, the Chapter 11 Case, the solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for (i) their gross negligence or willful misconduct, (ii) solely in the case of attorneys, to the extent that such exculpation would violate any applicable professional disciplinary rules, including Disciplinary Rule 6-102 of the New York Code of Professional Conduct and (iii) solely in the case of UPC Polska, the UPC Entities, or any Participating Noteholder, any liability for failure to comply with, or breach of such Person’s obligations under, this Plan or the Stipulation, and in all respects UPC Polska, the UPC Entities and the Participating Noteholders shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under this Plan and the Stipulation.

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Notwithstanding any other provision of the Plan, no holder of a claim or interest, no other party in interest, none of their respective officers, directors, Subsidiaries, Affiliates, members, managers, stockholders, partners, representatives, employees, attorneys, financial advisors, accountants and agents, or any of their respective successors and assigns, and their respective property, shall have any right of action, demand, suit or proceeding against, the UPC Entities, Polska Finance, UPC Polska, UGC, New UPC, UPC, the Indenture Trustee, each member of the Creditors’ Committee for actions taken in its capacity as a member of the Creditors’ Committee, each Participating Noteholder, each holder of UPC Polska Notes, Belmarken Notes, Affiliate Indebtedness, UPC Polska Equity, UPC Telecom Notes, or any of the foregoing’s respective officers, directors, Subsidiaries, Affiliates, members, managers, stockholders, partners, representatives, employees, attorneys, financial advisors, accountants and agents, or any of their respective successors and assigns, and their respective property, for any act or omission in connection with, relating to or arising out of, the Restructuring, the Chapter 11 Case, the solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan or the administration of the Plan, or the property to be distributed under the Plan, except (i) for their gross negligence or willful misconduct, (ii) solely in the case of attorneys, to the extent that such exculpation would violate any applicable professional disciplinary rules, including Disciplinary Rule 6-102 of the New York Code of Professional Conduct and (iii) solely in the case of the UPC Entities, UPC Polska, Polska Finance or any Participating Noteholder, for failure to comply with, or breach of such Person’s obligations under, this Plan or the Stipulation, provided, however, that no Participating Noteholder shall be liable to any person other than the UPC Entities, UPC Polska and/or Polska Finance for any such failure or breach, and in all respects UPC Polska, the UPC Entities and the Participating Noteholders shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under this Plan and the Stipulation.

D.Waiver of Subordination Rights.

Any distributions under the Plan shall be received and retained free of and from any obligations to hold or transfer the same to any other creditor, and shall not be subject to levy, garnishment, attachment or other legal process by any holder by reason of any claimed contractual, legal or equitable subordination rights, and the Confirmation Order shall constitute an injunction enjoining any Person from enforcing or attempting to enforce any contractual, legal or equitable subordination rights to property distributed under the Plan, in each case other than as provided under the Plan.

E.No Successor Liability.

Except as otherwise expressly provided in the Plan, the Debtor and the Reorganized Debtor do not, pursuant to the Plan or otherwise, assume, agree to perform, pay, or indemnify creditors or otherwise have any responsibilities for any liabilities or obligations of the Debtor relating to or arising out of the operations or assets of the Debtor, whether arising prior to, on, or after the Confirmation Date. The Reorganized Debtor is not, and shall not be, a successor to the Debtor by reason of any theory of law or equity, and shall not have any successor or transferee liability of any kind or character, except that the Reorganized Debtor shall assume the obligations specified therefor in the Plan and the Confirmation Order.

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F.Term of Injunctions or Stays.

Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays provided for in the Chapter 11 Case under sections 105(a) or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date.

G.Preservation of Insurance.

Except as necessary to be consistent with the Plan, the Plan and the discharge provided herein shall not diminish or impair (A) the enforceability of insurance policies that may cover Claims against the Debtor or any other Person or (B) the continuation of any workers’ compensation programs in effect, including any self-insurance programs.

VII.

ACCEPTANCE OR REJECTION OF THE PLAN

A.Impaired Classes to Vote.

Each holder of a Claim or Equity Interest in an impaired Class shall be entitled to vote separately to accept or reject this Plan unless such holder is deemed to accept or reject this Plan.

B.Acceptance by Class of Creditors.

Any impaired Class of holders of Claims shall have accepted this Plan if this Plan is accepted by at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class that have voted to accept or reject this Plan.

C.Cramdown.

If any impaired Class of Claims entitled to vote shall not accept this Plan by the requisite statutory majorities provided in Section 1126(c) of the Bankruptcy Code, the Debtor reserves the right to request that the Bankruptcy Court confirm this Plan under Section 1129(b) of the Bankruptcy Code.  With respect to impaired Classes of Claims or Equity Interests that are deemed to reject this Plan, the Debtor shall request the Bankruptcy Court to confirm this Plan under Section 1129(b) of the Bankruptcy Code.

VIII.

MISCELLANEOUS

A.Modification of this Plan.

The Debtor may make such changes and modifications to this Plan as UPC Polska, in its reasonable discretion deems necessary and appropriate to the extent such changes do not reduce the amount of consideration nor are materially adverse to the holders of Allowed Claims in Class

39

3 or in Class 5 and are otherwise permissible under the Bankruptcy Code, in order to have this Plan confirmed by the Bankruptcy Court.

B.Payment of Advisors.

The Debtor has paid or upon the Effective Date will pay the reasonable fees and expenses for legal services of Cahill Gordon & Reindel LLP, counsel to the Participating Noteholders (as defined in the Restructuring Agreement) in connection with the preparation, negotiation and execution of the Restructuring Agreement and the Plan until they ceased representing the Participating Noteholders (as defined in the Restructuring Agreement). The Debtor shall pay the reasonable fees and expenses for services of financial advisors and legal services of attorneys for the UPC Entities in connection with the preparation, negotiation, execution and performance of the Restructuring, the Stipulation and any of the transactions contemplated by the Restructuring Agreement, the Stipulation, or the Plan.  All such fees that arise after the Effective Date shall be paid by the Reorganized Debtor.

C.Applications for Professional Fee Claims.

Final applications for compensation for services rendered and reimbursement of expenses incurred by Professionals (a) from the later of the Petition Date or the date on which retention was approved through the Effective Date or (b) pursuant to section 503(b)(4) of the Bankruptcy Code, shall be filed no later than sixty (60) days after the Effective Date or such later date as the Bankruptcy Court approves, and shall be served on (i) counsel to the Debtor at the address set forth in Section VIII.E of the Plan, (ii) counsel to the Participating Noteholders at the address set forth in Section VIII.E of the Plan, (iii) counsel to the UPC Entities, at the address set forth in Section VIII.E of the Plan, (iv) counsel to Polska Finance at the address set forth in Section VIII.E of the Plan, (v) counsel to UGC at the address set forth in Section VIII.E of the Plan, (vi) counsel to the Creditors’ Committee, and (vii) the Office of the United States Trustee at the address set forth in Section VIII.E of the Plan.  Any objections to an application for the payment of Professional Claims must be filed and served on the Reorganized Debtor and the requesting Professional no later than twenty-five (25) days (or such longer period as may be granted by order of the Bankruptcy Court) after the date on which such application was served.  Applications that are not timely filed will not be considered by the Bankruptcy Court. The Reorganized Debtor may pay any Professional fees and expenses incurred after the Effective Date without any application to the Bankruptcy Court.

D.Business Days.

If any payment or act under the Plan is required to be made or performed on a date that is not a Business Day, then the making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have been completed as of the required date.

E.Notices.

All notices, requests, claims and demands and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four (4) Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one (1) Business

40

Day after being sent for next business day delivery, fees prepaid, via a reputable internationally recognized overnight courier service, in each case to the intended recipient as set forth below:

(a)if to UPC Polska to:

4643 South Ulster Street

13^th Floor

Denver, Colorado  80237

Attention:     General Counsel

with a copy (which shall not constitute notice) to:

UPC Telecom B.V.

c/o United Pan-Europe Communications N.V.

Boeing Avenue 53

1119 PE Schipol Rijk

The Netherlands

Attention:          General Counsel

Baker & McKenzie

815 Connecticut Avenue, N.W.

Washington, D.C.  20006

Attention:  Marc R. Paul, Esq.

Telephone:  1-202-452-7034

Facsimile:   1-202-452-7074;

(b)if to Polska Finance to:

4643 South Ulster Street

13^th Floor

Denver, Colorado  80237

Attention:     General Counsel

with a copy (which shall not constitute notice) to:

UPC Telecom B.V.

c/o United Pan-Europe Communications N.V.

Boeing Avenue 53

1119 PE Schipol Rijk

The Netherlands

Attention:  General Counsel

White & Case LLP

1155 Avenue of the Americas

New York, New York  10036

Attention:  William F. Wynne, Jr., Esq.

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Telephone:  1-212-819-8200

Facsimile: 1-212-354-8113;

(c)if to UGC to:

4643 South Ulster Street

14^th Floor

Denver, Colorado

Telephone: 303-220-6633

Facsimile: 303-220-6610

Attention:  General Counsel

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom

300 South Grand Avenue

Suite 3400

Los Angeles, CA  90071

Attn: Van C. Durrer II, Esq.

Telephone: (1) 213 687 5000

Facsimile: (1) 213 687 5600

(d)if to the UPC Entities to:

c/o United Pan-Europe Communications N.V.

Boeing Avenue 53

1119 PE Schiphol Rijk

The Netherlands

Telephone: +31-20-778-9872

Facsimile: +31-20-778-9841

Attention:  General Counsel

with a copy (which shall not constitute notice) to:

White & Case LLP

1155 Avenue of the Americas

New York, New York  10036

Attention:   William F. Wynne, Jr., Esq.

Telephone:  1-212-819-8200

Facsimile:   1-212-354-8113;

(e)if to the Participating Noteholders, to the address and attention of such parties set forth on Exhibit F, with a copy (which shall not constitute notice) to:

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Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Attention:  Roger Meltzer, Esq.

Telephone: 1-212-701-3000

Facsimile:  1-212-269-5420

(f)if to the Indenture Trustee, to:

Deutsche Bank Trust Company Americas

280 Park Avenue

9^th Floor

New York, New York 10017

Attention: Ted Banica

with a copy (which shall not constitute notice) to:

Moses & Singer LLP

1301 Avenue of the Americas

New York, New York  10019

Attention:   Alan Kolod, Esq.

Telephone: 1-212-554-7800

Facsimile:  1-212-554-7700;

(g)if to the United States Trustee, to:

Office of the United States Trustee:

33 Whitehall Street, Suite 2100

New York, New York  10004

Attention:  Paul Schwartzberg, Esq.

(h)if to the Creditors’Committee, to:

Fried, Frank, Harris, Shriver & Jacobson

One New York Plaza

New York, New York  10004

Attention:  Matthew Gluck, Esq.

Telephone:  1-212-859-8000

F.Time.

Unless otherwise specified herein, in computing any period of time prescribed or allowed by the Plan, the provisions of U.S. Bankruptcy Rule 9006(a) shall apply.

G.Entire Agreement.

Upon consummation of the Plan, the Plan and the documents executed and delivered on the Effective Date and in consummation of the Plan, the Stipulation and the Confirmation Order,

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shall be deemed to set forth the entire agreement and undertakings relating to the subject matter thereof and shall supersede all prior discussions and documents related thereto, including the Restructuring Agreement.  The Debtor shall not thereafter be bound by any terms, conditions, definitions, warranties, understandings, or representations with respect to the subject matter of the Restructuring Agreement and the Stipulation, other than as expressly provided for therein, or as may hereafter be agreed to by the parties to the Stipulation in writing.

H.Payment of Statutory Fees.

All U.S. Trustee’s Fee Claims, as determined, if necessary, by the Bankruptcy Court, shall be paid on or before the Effective Date.  All such fees that arise after the Effective Date, but before the closing of the Chapter 11 Case, shall be paid by the Reorganized Debtor.

IX.

CONFIRMATION REQUEST

UPC Polska requests confirmation of this Plan.

Dated as of December 17, 2003	UPC POLSKA, INC.
		/s/ SIMON BOYD
	Simon Boyd
	Title:	President and Chief Executive Officer
	UPC POLSKA FINANCE, INC.
		/s/ JEREMY EVANS
	By:	Jeremy Evans
	Title:	Vice President and Secretary
	UNITEDGLOBALCOM, INC.
		/s/ ELLEN SPANGLER
	By:	Ellen Spangler
	Title:	General Counsel
SUBMITTED BY:
BAKER & McKENZIE
Reorganization Counsel for UPC Polska, Inc.

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EX-3.1

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

UPC POLSKA, LLC

This Certificate of Formation of UPC Polska, LLC (the “Company”) is being executed by the undersigned for the purpose of converting UPC Polska, Inc., a Delaware corporation, into a Delaware limited liability company pursuant to Section 18-214(b) of the Delaware Limited Liability Company Act.

FIRST:The name of the Company is: UPC Polska, LLC.

SECOND:The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, in the County of New Castle, and the name and address of the registered agent are Corporation Service Company and 2711 Centerville Road, Suite 400, Wilmington, DE 19808.

THIRD:The personal liability of the managers and officers of the Company is hereby limited and eliminated to the fullest extent permitted by the laws of the State of Delaware, as the same may be amended from time to time.

FOURTH:The Company shall have the power to indemnify and advance legal defense fees to its managers and officers to the fullest extent permitted by the laws of the State of Delaware, as the same may be amended from time to time.

FIFTH:The Company shall not create, designate, authorize or cause to be issued any class or series of nonvoting membership interests.

IN WITNESS WHEREOF, the undersigned, an authorized person, has executed this Certificate of Formation of UPC Polska, LLC this 16th day of December, 2003.

/s/ SIMON BOYD

Simon Boyd

Authorized Person and Sole Organizer

EX-3.2

Exhibit 3.2

OPERATING AGREEMENT

FOR

UPC POLSKA, LLC

This Operating Agreement (the “Operating Agreement” or “Agreement”) is made effective as of December 18, 2003, by UPC Telecom B.V. (“UPC Telecom”) as initial stockholder of UPC Polska, LLC (the “Company”).

WHEREAS, UPC Telecom desires to convert UPC Polska, Inc. (“UPC Polska”) into the Company (the “Conversion”) by causing the Company’s certificate of formation (the “Certificate of Formation”) and a certificate of conversion with respect to UPC Polska (the “Certificate of Conversion”) to be filed pursuant to 18-214(b) of the Delaware Limited Liability Company Act (the “Act”);

WHEREAS, immediately prior to the Conversion, UPC Polska will have an authorized capital consisting of one thousand (1,000) shares of common stock, par value $0.01 per share (“Common Stock”);

WHEREAS, immediately prior to the Conversion, UPC Polska will have one thousand (1,000) issued and outstanding shares of Common Stock;

WHEREAS, immediately upon the effectiveness of the Conversion, each such issued share of Common Stock will be converted into one share of Stock (as defined below) of the Company;

WHEREAS, pursuant to the terms of this Operating Agreement, the Company will have one class of capital stock;

WHEREAS, pursuant to the terms of this Operating Agreement, and to the extent possible, the terms and conditions and Company obligations with respect to such class of capital stock will substantially resemble the terms and conditions and the UPC Polska obligations with respect to the Common Stock, as they were immediately prior to the Conversion, and the amount of Stock which will be issued upon the Conversion to UPC Telecom will be the same as the amount of Common Stock held by UPC Telecom in UPC Polska; and

WHEREAS, UPC Telecom (the “Initial Stockholder”) desires to adopt this Operating Agreement, in order to govern the operations and affairs of the Company.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein, the premises set forth above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Initial Stockholder agrees as follows:

ARTICLE I

ORGANIZATION AND TERM

Section 1.1Formation.  The Initial Stockholder formed the Company under and pursuant to the provisions of the Act by causing the filing of the Certificate of Formation and the Certificate of Conversion.  The rights and liabilities of the Initial Stockholder and any Additional Stockholders (as defined in Section 9.1) shall be as provided under the Act, the Certificate of Formation and this Operating Agreement.

In order to maintain the Company as a limited liability company under the laws of the State of Delaware, the board of directors of the Company (the “Board” or “Board of Directors”) shall from time to time take appropriate action, including the preparation and filing of such amendments to the Certificate of Formation, this Operating Agreement and such other assumed name certificates, documents, instruments and publications as may be required by law.

Section 1.2Name.  The Company’s name shall be “UPC Polska, LLC” and any assumed names that the Board of Directors deem necessary or desirable from time to time.

Section 1.3Registered Agent and Office.  The registered office of the Company shall be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle in the State of Delaware. The name of its registered agent in the State of Delaware at such address is Corporation Service Company. The Company may have other offices either within or without the State of Delaware at such places as shall be determined from time to time by the Board of Directors or the business of the Company may require. The following items shall at all times be maintained at the Company’s registered office:

(a)a current list of the full name and last known business, residential or mailing address of the Initial Stockholder and any Additional Stockholders (each a “Stockholder”) and  of each member of the Board of Directors, both past and present;

(b)a copy of the Certificate of Formation and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

(c)copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years;

(d)copies of any currently effective written Operating Agreement; and

(e)copies of any other writings required under the Act.

Such records are subject to inspection and copying at the reasonable request and at the expense of any Stockholder during ordinary business hours.

Section 1.4Principal Place of Business.  The principal place of business of the Company shall be 4643 Ulster Street, Suite 1300, Denver, Colorado 80237.  At any time, the Company may change the location of its principal place of business and may establish additional offices.

Section 1.5Other Instruments.  The Stockholders hereby agree to execute and deliver to the Company within five (5) days after receipt of a written request by the Company, such other and further documents and instruments, statements of interest and holdings, designations, powers of attorney and other instruments, and to take such other action as the Company deems necessary, useful or appropriate to comply with any laws, rules or regulations, as may be necessary to enable the Company to fulfill its purposes under this Operating Agreement.  Each Stockholder represents that it has sufficient right and authority, without breaching any provision of law or contract, to execute this Operating Agreement and is not acting on behalf of any undisclosed or partially disclosed principal by such action.

Section 1.6Term.Subject to the terms and provisions of the Act, the Company is to have a perpetual existence.

ARTICLE II

PURPOSE OF THE COMPANY

The purpose of the Company’s business is to engage in any lawful purpose permitted by the Act and to do anything incidental thereto.

ARTICLE III

STOCKHOLDERS, CAPITAL CONTRIBUTIONS AND STOCK

Section 3.1Stockholders.  The Stockholders and their last known business, residential or mailing address are listed on the attached Schedule 1. The Board of Directors shall update Schedule 1 from time to time as necessary to reflect accurate information therein.

Section 3.2Capital Contributions. Capital contributions to the Company (the “Capital Contribution(s)”) shall consist of cash or any other form of contribution permitted by the Act.  The Stockholders shall not be personally liable to the creditors of the Company under a judgment, decree or order of a court, or in any other manner for a debt, obligation, liability or loss of the Company. Additionally, the Stockholders shall not be required to contribute any Capital Contributions to the Company, to lend any funds to the Company or to pay any other contributions, assessments or payments to the Company.  Immediately upon effectiveness of the Conversion, paid-in capital of UPC Polska shall be deemed contributed to the capital of the Company by the Stockholders in proportion to their respective stockholdings in UPC Polska.

Section 3.3Capital Stock.  The interests of the Stockholders shall be represented by shares of capital stock (“Stock”). The Stockholders will have such rights, preferences and entitlements as set forth herein or as required by applicable law. By its execution of this Operating

Agreement, each Stockholder hereby votes and agrees that its votes, consents and actions pursuant to the Company’s Certificate of Formation, this Operating Agreement and the Act shall be determined as provided in this Operating Agreement.

Each Stockholder hereby agrees that its interest in the Company and in its shares of Stock shall for all purposes be deemed a personal interest and shall not be deemed realty or any interest in the Company’s real or personal property or assets of any kind.

Section 3.4Certificates.  The shares of Stock of the Company shall be evidenced by certificates for shares of Stock in such form as the Board of Directors may from time to time prescribe.  The certificates of Stock shall be signed by the Chief Executive Officer or a Vice President and by the Secretary, or the Chief Financial Officer, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer (each as hereinafter defined), sealed with the seal of the Company or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe.  Where any such certificate is countersigned by a transfer agent other than the Company or its employee, or registered by a registrar other than the Company or its employee, the signature of any such officer may be a facsimile signature.  In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.

Section 3.5Transfer.  Subject to applicable law and the terms and conditions of this Agreement including without limitation Article IX below, shares of Stock of the Company are transferable without restriction.  The shares of Stock of the Company shall be transferred only upon the books of the Company by the holder thereof in person or by his or her attorney, upon surrender for cancellation of certificates for the same number of shares of Stock, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.

Section 3.6Record Dates.  The Board of Directors may fix in advance a date, not less than ten nor more than sixty days preceding the date of any meeting of Stockholders, or the date for the payment of any dividend or distribution of property, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the Stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution of property, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such Stockholders as shall be Stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend or distribution of property, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any Stock on the books of the Company after any such record date fixed as aforesaid.

Section 3.7Lost Certificates.  In the event that any certificate of Stock is lost, stolen, destroyed or mutilated, the Board of Directors may authorize the issuance of a new certificate of the same tenor and for the same number of shares of Stock in lieu thereof.  The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate, or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary, and to give the Company a bond in such reasonable sum as it directs to indemnify the Company.

Section 3.8Priority and Return of Capital.  Except as may be expressly provided in Article XII, no Stockholder shall have priority over any other Stockholder, either as to the return of Capital Contributions or as to Profits (as hereinafter defined), Losses (as hereinafter defined) or distributions; provided that this Section shall not apply to the repayment by the Company of loans (asdistinguished from Capital Contributions) which a Stockholder has made to the Company.

Section 3.9No Preemptive Rights.  No Stockholder shall have any preemptive or preferential right, including any such right with respect to (a) additional Capital Contributions; (b) issuance or sale of shares of Stock, whether unissued or hereafter created; (c)issuance of any obligations, evidences of indebtedness or other securities of the Company convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued shares of Stock; (d) issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities; or (e) issuance or sale of any other securities that may be issued or sold by the Company.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.1Number, Quorum, Term, Vacancies, Removal.  The Board of Directors shall consist of such number of directors as may be determined from time to time by resolution of the Board of Directors.  The number of directors may be changed by a resolution passed by a majority of the whole Board or by a vote of the holders of record of at least a majority of the shares of Stock of the Company, issued and outstanding and entitled to vote.

A majority of the members of the Board of Directors then holding office shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained.

Directors shall hold office until the next annual election and until their successors shall have been elected by a vote of the Stockholders as provided in Section 5.6 of this Agreement and shall have qualified, unless sooner displaced.

Whenever any vacancy shall have occurred in the Board of Directors, by reason of death, resignation, or otherwise, other than removal of a director with or without cause by a vote of the Stockholders, it shall be filled by a majority of the remaining directors, though less than a

quorum (except as otherwise provided by law), or by the vote of the Stockholders as provided in Section 5.6 of this Agreement, and the person so chosen shall hold office until the next annual election and until a successor is duly elected and has qualified.

Any one or more of the directors of the Corporation may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of Stock of the Company, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the Stockholders as provided in Section 5.6 of this Agreement.

Section 4.2Meetings, Notice.  Meetings of the Board of Directors shall be held at such place either within or without the State of Delaware, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or in a waiver of notice thereof.  Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board, if one be elected, or the Chief Executive Officer (as hereinafter defined), by oral, telegraphic or written notice, duly served on or sent or mailed to each director not less than two days before such meeting.  A meeting of the Board may be held without notice immediately after the annual meeting of Stockholders at the same place at which such meeting was held.  Notice need not be given of regular meetings of the Board.  Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 4.3Committees.  The Board of Directors may, in its discretion, by resolution passed by a majority of the whole Board, designate from among its members one or more committees which shall consist of two or more directors.  The Board may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of the committee.  Such committees shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing them.  A majority of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide.  The Board shall have power at any time to change the membership of any such committee, to fill vacancies in it, or to dissolve it.

Section 4.4Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent or consents thereto is signed by all members of the Board, or of such committee as the case may be, and such written consent or consents is filed with the minutes of proceedings of the Board or committee.

Section 4.5Compensation.  The Board of Directors may determine, from time to time, the amount of compensation which shall be paid to its members.  The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board.  In addition, the Board of Directors shall also have power, in its discretion, to provide for and pay to directors rendering

services to the Corporation not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

ARTICLE V

MEETINGS OF STOCKHOLDERS

Section 5.1Annual Meeting.  The annual meeting of the Stockholders of the Company shall be held either within or without the State of Delaware, at such date, time and place as the Board of Directors may designate in the call or in a waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 5.2Special Meetings.  Special Meetings of the Stockholders may be called by the Board of Directors or by the Chief Executive Officer, and shall be called by the Chief Executive Officer or by the Secretary upon the written request of the holders of record of at least twenty-five per cent (25%) of the shares of Stock of the Company, issued and outstanding and entitled to vote, at such times and at such place either within or without the State of Delaware as may be stated in the call or in a waiver of notice thereof.

Section 5.3Notice of Meetings.  Notice of the time, place and purpose of every meeting of Stockholders shall be delivered personally or mailed not less than ten days nor more than sixty days previous thereto to each Stockholder of record entitled to vote, at such Stockholder’s post office address appearing upon the records of the Company or at such other address as shall be furnished in writing by such Stockholder to the Corporation for such purpose.  Such further notice shall be given as may be required by law or by this Operating Agreement.  Any meeting may be held without notice if all Stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

Section 5.4Quorum.  The holders of record of at least a majority of the shares of Stock of the Company, issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law or by this Operating Agreement, constitute a quorum at all meetings of the Stockholders; if there be no such quorum, the holders of a majority of such shares of Stock so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.

Section 5.5Organization of Meetings.  Meetings of the Stockholders shall be presided over by the Chairman of the Board, if there be one, or if the Chairman of the Board is not present by the Chief Executive Officer, or if the Chief Executive Officer is not present, by a chairman to be chosen at the meeting.  The Secretary of the Company, or in the Secretary of the Company’s absence, an Assistant Secretary, shall act as secretary of the meeting, if present.

Section 5.6Voting.  At each meeting of Stockholders, except as otherwise provided by the Act or the Certificate of Formation, every holder of record of Stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such Stock standing in his or her name on the records of the Company.  Elections of directors shall be determined by a plurality of the votes cast and, except as otherwise provided by the Act, the Certificate of Formation, or this Operating Agreement, all other action shall be determined by a majority of the votes cast at such

meeting.  Each proxy to vote shall be in writing and signed by the Stockholder or by such Stockholder’s duly authorized attorney.

At all elections of directors, the voting shall be by ballot or in such other manner as may be determined by the Stockholders present in person or by proxy entitled to vote at such election. With respect to any other matter presented to the Stockholders for their consideration at a meeting, any Stockholder entitled to vote may, on any question, demand a vote by ballot.

A complete list of the Stockholders entitled to vote at each such meeting, arranged in alphabetical order, with the address of each, and the number of shares of Stock registered in the name of each Stockholder, shall be prepared by the Secretary and shall be open to the examination of any Stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Stockholder who is present.

Section 5.7Inspectors of Election.  The Board of Directors in advance of any meeting of Stockholders may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof.  If Inspectors of Election are not so appointed, the chairman of the meeting may, and on the request of any Stockholder entitled to vote shall, appoint one or more Inspectors of Election.  Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability.  If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

Section 5.8Action by Consent.  Any action required or permitted to be taken at any meeting of Stockholders may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by the holders of record of shares of Stock of the Company, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE VI

OFFICERS

Section 6.1Titles and Election. The officers of the Company shall be chosen by the Board of Directors.  The officers of the Company shall include a President and a Secretary and may include a Chairman of the Board of Directors (who must be a director), a Treasurer, one or more Vice Presidents (if so elected by the Board of Directors), a Chief Financial Officer and such other officers as the Board of Directors may elect.  The Board of Directors also may appoint such Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the

Board of Directors shall determine. Any two or more offices may be held by the same person.  With the exception of the Chairman of the Board of Directors, none of the officers need be a director of the Corporation.  None of the officers need be a Stockholder of the Company or a resident of the State of Delaware.

Section 6.2Terms of Office.  Officers shall hold office until their successors are elected by the Board of Directors and qualify.

Section 6.3Removal.  Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.

Section 6.4Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary.  Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.5Vacancies.  If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

Section 6.6Authority and Duties.  Each of the officers of the Company shall have such authority and shall perform such duties incident to each of their respective offices and such other duties as may be specified from time to time by the Board of Directors in a resolution which is not inconsistent with applicable law, the Certificate of Formation or this Operating Agreement.

Section 6.7Duties of Officers May Be Delegated.  In case of the absence or disability of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.

ARTICLE VII

CHECKS, NOTES, ETC.

All checks and drafts on the Company’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the Chief Executive Officer, any Vice President, the Chief Financial Officer or the Treasurer and may also be signed by such other officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.

ARTICLE VIII

ALLOCATIONS OF PROFITS AND LOSSES
AND DISTRIBUTIONS

Section 8.1Allocations of Profits and Losses from Operations.  The net profits (“Profits”) and net losses (“Losses”) of the Company for each fiscal year shall be first allocated entirely to a general profit account, with respect to Profits, and a general loss account, with respect to Losses.  Upon the resolution of the Board of Directors, Profits and Losses shall be allocated, subject to the other provisions of this Article VIII, among the Stockholders in proportion to their respective stockholdings in the Company.  Subject to the other provisions of this Article VIII, such allocations to a Stockholder of Profits or Losses shall be treated as an allocation of the same share of each item of income, gain, loss, deduction or credit that is taken into account in computing net profits or net losses.

Section 8.2Tax Allocations.  For income tax purposes each item of income, gain, loss and deduction shall be allocated among the Stockholders in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 8.1.

Section 8.3Accounting Principles.  The Company’s financial statements shall be prepared and its profit and loss statement shall be determined in accordance with generally accepted accounting principles applied on a consistent basis using the accrual method of accounting.

Section 8.4Interest on and Return of Capital Contributions.  No Stockholder shall be entitled to interest on its Capital Contribution or to a return of its Capital Contribution.

Section 8.5Loans to Company.  Nothing in this Agreement shall prevent any Stockholder from making secured or unsecured loans to the Company by agreement with the Company.

Section 8.6Returns and Other Elections.  The Board of Directors shall cause the preparation and timely filing of all tax returns required to be filed by the Company in each  jurisdiction in which the Company does business.  Copies of such returns or pertinent information therefrom shall be furnished to the Stockholders within a reasonable time after the end of the Company’s fiscal year.  All elections permitted to be made by the Company under federal or state laws shall be made by the Board of Directors in their sole discretion.  In recognition of the fact that the Company expects to be treated as a partnership for U.S. federal income tax purposes, the Stockholders agree to treat their Shares as partnership interests for U.S. federal and state income tax reporting purposes.

Section 8.7Distributions.  Distributions shall be made as follows:

(a)Subject to Section 18-607 of the Act, the Board of Directors may cause the Company to make interim distributions of Distributable Cash (as defined in Section 8.10) or other property at such time and for such amounts as determined by the Board of Directors.  All

interim distributions of Distributable Cash or other property pursuant to this Section 8.7(a) shall be made in proportion to the Stockholders’ respective stockholdings in the Company.  An interim distribution made pursuant to this Section 8.7(a) shall not involve the redemption of  any Stockholder’s shares of Stock.

(b)Upon total liquidation of the Company pursuant to Article XII of this Agreement, total liquidating distributions shall be made in accordance with Section 12.2 below.

(c)Upon a redemption of any Stockholder’s shares of Stock, a partial liquidating distribution may be made.  In the event of such a redemption, the Capital Account (as defined in Section 8.10) of the Stockholder whose shares of Stock are being redeemed shall be reduced pro rata to reflect the proportion of the Stockholder’s shares of Stock that have been redeemed.

Section 8.8Offset.  The Company may offset damages for breach of this Agreement by a Stockholder whose shares of Stock are liquidated (either upon the redemption of a Stockholder’s shares of Stock or the liquidation of the Company) against the amount otherwise distributable to such Stockholder pursuant to this Section or Article XII.

Section 8.9Form of Distribution.  A Stockholder has no right to demand and receive any distribution in a form other than as determined by the Board of Directors.

Section 8.10Definitions.

(a)“Capital Account” as of any given date shall mean the capital account of a Stockholder on that date, determined in accordance with the provisions of this Agreement.

(b)“Distributable Cash” shall mean all cash, revenues and funds received by the Company from Company operations, less the sum of the following to the extent paid or set aside by the Company:  (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred in the normal operation of the Company’s business; and (iii) such reserves as the Directors deem reasonably necessary for the proper operation of the Company’s business.

ARTICLE IX

ADDITIONAL STOCKHOLDERS

Section 9.1Admission of New Stockholders.  From the date of the formation of the Company, any person or entity acceptable to the Stockholders by their unanimous vote thereof may become a Stockholder in the Company by the issuance by the Company of shares of Stock to such person or entity (each an “Additional Stockholder”) for such consideration as the Stockholders by their unanimous votes shall determine and subject to Section 9.2 below.

Section 9.2Accession to the Operating Agreement.  As a condition to the issuance of shares of Stock by the Company, an Additional Stockholder acquiring such shares shall execute this

Operating Agreement and all other documents and instruments as the Company may require and shall become a Stockholder upon the date the last of such agreements are executed.

ARTICLE X

BOOKS AND RECORDS, FISCAL YEAR

Section 10.1Books of Account and Records.  At all times during the term of the Company, the Company shall keep or cause to be kept at the Company’s registered office, the items set forth in Section 1.3.

Section 10.2Inspection.  All documents required to be maintained at the Company’s principal office listed in Section 1.4, as well as true and full information regarding the state of the Company’s business, financial condition and other information regarding the affairs of the Company as is just and reasonable, shall be made available to any Stockholder upon reasonable demand for any purpose reasonably related to such Stockholder’s interest as a stockholder of the Company, during ordinary business hours, for inspection and copying at the expense of the Stockholder.  In addition, any Stockholder shall have the right to have a formal accounting of Company affairs whenever circumstances render it just and reasonable.

Section 10.3Fiscal Year.  The fiscal year of the Company shall end on December 31 in each year except that the first year of the Company shall be that period (even if less than twelve months) beginning on the date of filing the Certificate of Formation and ending on the next following December 31, and the final year of the Company shall be that period beginning on the first day of such year and ending on the date of cancellation of the Certificate of Formation.

Section 10.4Accounting.  The accountants shall be selected by the Board of Directors in its sole discretion.  The fees of the accountants will be a normal Company business expense.

ARTICLE XI

LIMITATION OF LIABILITY

No Director shall have liability for monetary damages for breach of duty as a Director if such breach did not (A) involve a knowing and culpable violation of law by the Director; (B) enable the Director or an Associate (as defined herein) to receive an improper personal economic gain; (C) show a lack of good faith and a conscious disregard for the duty of the Director to the Company under circumstances in which the Director was aware that his conduct or omission created an unjustifiable risk of serious injury to the Company; (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the Director’s duty to the Company; or (E) create liability under an applicable provision of the laws of the State of Delaware which cannot be limited or made inapplicable by this Article.  For purposes hereof, “Associate” of a Director means (A) any corporation or organization of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of voting stock; (B) any trust or other estate in which such person has at least a ten percent

beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (C) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person.

ARTICLE XII

DISSOLUTION AND TERMINATION

Section 12.1Dissolution.

(a)The Company shall be dissolved upon unanimous written agreement of all Stockholders or the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b)If a Stockholder who is an individual dies, or a court of competent jurisdiction adjudges him to be incompetent to manage his or her person or his or her property, the Stockholder’s executor, administrator, guardian, conservator or other legal representative may exercise all of the Stockholder’s rights for the purpose of settling his or her estate or administering his or her property.

Section 12.2Winding Up, Liquidation and Distribution of Assets.

(a)The Stockholders who have not wrongfully dissolved the Company may wind up the Company’s affairs, but the Court of Chancery, upon cause shown, may wind up the Company’s affairs upon application of any Stockholder or his legal representative, and in connection therewith, may appoint a liquidating trustee.

(b)Upon dissolution, an accounting shall be made of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution.  The Board of Directors shall immediately proceed to wind up the affairs of the Company.

(c)If the Company is dissolved and its affairs are to be wound up, the Board of Directors shall:

(i)Sell or otherwise liquidate all of the Company^’s assets as promptly as practicable;

(ii)Allocate any Profits or Losses resulting from such sales to the Stockholder’s Capital Accounts in accordance with Article VIII hereof;

(iii)Discharge all liabilities of the Company, including liabilities to Stockholders who are creditors of the Company to the extent permitted by law, excluding liabilities for distributions to Stockholders under Article VIII hereof; and

(iv)Distribute the remaining assets to Stockholders in accordance with the positive balance (if any) of each Stockholder’s Capital Account (as determined after

taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs).

(d)Notwithstanding anything to the contrary in this Agreement, if any Stockholder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Stockholder shall have no obligation to make any Capital Contribution, and the deficit balance shall not be considered a debt owed by such Stockholder to the Company or to any other Person for any purpose whatsoever.

(e)Upon completion of the winding up, liquidation and distribution of the assets of the Company, the Company shall be deemed terminated.

(f)The Board of Directors shall comply with all requirements of applicable lawpertaining tothe winding up of the affairsof the Company and the final distribution of its assets.

Section 12.3Certificate of Cancellation.  When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets of the Company have been distributed, a certificate of cancellation shall be executed by one or more authorized persons, which certificate shall set forth the information required by the Act.  A certificate of cancellation shall be filed with the Delaware Secretary of State to accomplish the cancellation of the Certificate of Formation upon the dissolution and completion of the winding up of the Company.

Section 12.4Effect of Filing of Certificate of Cancellation.  Upon the filing of the certificate of cancellation with the Delaware Secretary of State, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act.  The Board of Directors shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.

Section 12.5Returnof Contribution Nonrecourse to Other Stockholders.  Except asprovided by law or as expressly provided in this Agreement, upon dissolution, each Stockholder shall look solely to the assets of the Company for the return of its Capital Contribution.  If the property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Stockholders, such Stockholder or Stockholders shall have no recourse against any other Stockholder, except as otherwise provided by law.

ARTICLE XIII

INDEMNIFICATION

Section 13.1Actions by Others.  The Company (1) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a director or an officer of the Company and (2) except as otherwise required by Section 13.3 herein, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was an employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent of or participant in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 13.2Actions by or in the Right of the Company.  The Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent of or participant in another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 13.3Successful Defense.  To the extent that a person who is or was a director, officer, employee or agent of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 13.1 or Section 13.2 herein, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses

(including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 13.4Specific Authorization.  Any indemnification under Section 13.1 or Section 13.2 herein (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in said Sections 13.1 and 13.2.  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by the Company’s independent legal counsel in a written opinion, or (3) by the Stockholders.

Section 13.5Advance of Expenses.  Expenses incurred by any person who may have a right of indemnification under this Article XIII in defending a civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Company pursuant to this Article XIII.

Section 13.6Right of Indemnity Not Exclusive.  The indemnification provided by this Article XIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of Stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 13.7Insurance.  The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of or participant in another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of such person’s status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Article XIII, Section 18-108 of the Act or otherwise.

Section 13.8Invalidity of Any Provisions of This Article.  The invalidity or unenforceability of any provision of this Article XIII shall not affect the validity or enforceability of the remaining provisions of this Article XIII.

ARTICLE XIV

NOTICES

Any and all notices required by this Operating Agreement shall be in writing.  Any notice, payment, demand or communication required or permitted to be given hereunder shall be deemed to have been given when delivered personally to the party to be notified or when deposited in the United States mail, postage and charges prepaid, addressed as follows:

(a)if to the Company, addressed to the Company’s principal office;

(b)if to a Director, addressed to such Director’s address as contained in the Company’s books and records; and

(c)if to a Stockholder, addressed to the Stockholder’s address as listed on Schedule 1.

The Stockholder may change its address by written notice to the Company.

ARTICLE XV

MISCELLANEOUS

Section 15.1Governing Law.  This Operating Agreement shall be deemed to be made under and shall be construed in accordance with the internal domestic laws of the State of Delaware.

Section 15.2Severability.  If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement shall not be affected and the application of such affected provision shall be enforced to the greatest extent permitted by law.

Section 15.3Headings.  All section or subsection titles or captions contained in this Operating Agreement are for convenience only and shall not be deemed part of the text of this Operating Agreement.

Section 15.4Plurals and Pronouns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

Section 15.5Assignment.  This Operating Agreement shall be binding on the parties hereto and their respective permitted successors and assigns, subsidiaries, parent entities, affiliated entities, related persons, firms and corporations.  Except as may be expressly provided for herein, no person or entity not a party hereto shall have any rights or obligations hereunder.

Section 15.6Amendments.  This Operating Agreement and the Certificate of Formation may be modified only by the vote of the holders of at least a majority of the shares of Stock of the Company, issued and outstanding.

Section 15.7Entire Agreement.  The Certificate of Formation and this Operating Agreement and the attached Schedules, which are incorporated by reference, contain the entire understanding between and among the Stockholders and supercede any prior understandings and agreements between and among them respecting the subject of the Certificate of Formation and this Operating Agreement and all prior agreements are merged herein.

Section 15.8Counterpart Execution.  This Operating Agreement may be executed in counterparts, all of which taken together shall be deemed one original.

Section 15.9Breach.  No breach of this Operating Agreement shall be deemed material unless the breaching party has failed to remedy such breach within ten (10) business days following receipt of notice from any other party hereto in that regard.  The foregoing shall not prevent any party from seeking injunctive relief during the ten (10) business day cure period for breach by any other party of any of the material provisions of this Operating Agreement.

Section 15.10Dispute Resolution.  The parties agree that if any dispute or disagreement arises as to the interpretation of this Operating Agreement, the occurrence of any condition precedent for the performance of any of the terms or provisions hereof, the actual performance or non-performance of any obligation created hereunder or any other dispute or disagreement arising in connection with this Operating Agreement, such dispute or disagreement shall be submitted to non-binding arbitration before the fewest possible arbitrators permissible in accordance with the rules of the American Arbitration Association then prevailing.  The arbitration shall take place in Washington, DC.

Section 15.11Binding Nature.  No party hereto shall have the right, power or authority to make any agreement or assume or create any responsibility on behalf or in the name of any other party hereto or to bind any other party hereto except as set forth herein.

Section 15.12Voting of Stock.  Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Company, other than stock of the Company, shall be voted, in person or by proxy, by the Chief Executive Officer or any Vice President of the Company on behalf of the Company.

Section 15.13Corporate Seal.  The seal of the Company shall be circular in form and contain the name of the Company, and the year and state of its formation.  Such seal may be altered from time to time at the discretion of the Board of Directors.

[Signatures follow on next page]

IN WITNESS WHEREOF, this Operating Agreement is executed effective on the date first above mentioned.

UPC Telecom B.V.
By:	/s/ Jeremy Evans
Name: Jeremy Evans
Position:

SCHEDULE 1

Attached to the Operating Agreement for
UPC Polska, LLC

STOCKHOLDERS
AS OF DECEMBER 18, 2003

All Stockholders, Past and Present	Business, Residential or Mailing Address	Number of shares of Stock
UPC Telecom B.V.		1,000

EX-10.1

Exhibit 10.1

BAKER & McKENZIE

101 West Broadway, Twelfth Floor

San Diego, CA  92101

Telephone: (619) 236-1441

Ali M.M. Mojdehi (AM-5408)

BAKER & McKENZIE

805 Third Avenue
New York, NY  10022

Telephone: (212) 751-5700

Ira A. Reid (IR-0113)

Attorneys for Debtor and Debtor in Possession

UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

In re		Chapter 11
UPC Polska, Inc.,		Case No. 03-14358 (BRL)
	Debtor.

STIPULATION AND ORDER WITH RESPECT
TO CONSENSUAL PLAN OF REORGANIZATION

UPC Polska, Inc. (the “Debtor”); UPC Telecom B.V., UPC Operations B.V., Belmarken Holding B.V., and UPC Polska Finance, Inc. (collectively, the “UPC Parties”) (the Debtor and UPC Polska Finance, Inc. are collectively referred to herein as the “Plan Proponents”); Deutsche Bank, GoldenTree Asset Management, Morgan Stanley Investment Management, and Strong Capital Management, Inc. (each a “Participating Noteholder” and collectively, the “Participating Noteholders”); and the Official Committee of Unsecured Creditors (the “Committee”) (the Debtor, the UPC Parties, the Participating Noteholders and the Committee are collectively referred to herein as the “Parties”), by and through their respective attorneys of record, hereby

enter this Stipulation and Order With Respect To Consensual Plan of Reorganization (“Stipulation”).

WHEREAS, in order to effectuate a pre-negotiated restructuring of its capital structure, on July 7, 2003, the Debtor commenced this reorganization case under Chapter 11 of Title 11 of the United States Code and shortly thereafter filed a plan of reorganization based upon a Restructuring Agreement(1) entered into by, among others, the Debtor, the UPC Parties and the Participating Noteholders (as defined in the Restructuring Agreement) pre-petition;

WHEREAS, in connection with its analysis of the Debtor’s plan of reorganization and in accordance with the Committee’s view of its fiduciary duties (including those duties contemplated by Section 8.6 of  the Restructuring Agreement), the Committee, whose members include the Participating Noteholders, has, among other things, requested and received voluminous documents from the Debtor, had its financial advisors, Chanin Capital Partners, travel to Poland to review documents and meet with the Debtor’s management, has requested and held an in-person meeting with the Debtor’s management in New York and has requested and held numerous meetings with the financial advisor for the Debtor, the financial advisor for UPC Telecom B.V. and counsel for the UPC Parties;

WHEREAS, the Committee expressed objections to the Debtor’s plan of reorganization related to issues of recharacterization, equitable subordination and valuation, among others, and has filed an Expedited Motion for an Order Authorizing the Committee to Commence an Action of Behalf of the Debtor’s Estate in an effort to pursue claims of recharacterization and equitable subordination;

(1)  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the First Amended Disclosure Statement with Respect to First Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc. and UPC Polska Finance, Inc. (the “Disclosure Statement”).

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WHEREAS, the Bankruptcy Court entered an order directing mediation in order to facilitate the negotiation of a consensual plan of reorganization;

WHEREAS, the Parties and the Other Participating Noteholders (as defined below), with the assistance of their respective professionals and the mediator, have considered, mediated and compromised on all issues of dispute among the Parties and as a result thereof have agreed to a consensual plan of reorganization which embodies a resolution of all issues among the Parties;

WHEREAS, as a result of the agreement, the Plan Proponents have agreed to amend the current plan of reorganization to provide for additional consideration to third party creditors as set forth in this Stipulation and the Second Amended Plan (as defined below);

WHEREAS, as a result of the compromise, the Parties have agreed that it is appropriate or beneficial to the estate and to the creditors to settle all objections and claims including, without limitation, claims based on recharacterization, equitable subordination and valuation, objections to classification and releases under the Second Amended Plan (as defined below), and objections to the Claims of any of the Participating Noteholders and any other of the “Participating Noteholders” (as defined in the Restructuring Agreement) that have voted in favor of the Second Amended Plan (the “Other Participating Noteholders”, and collectively with the Participating Noteholders party hereto, the “New Participating Noteholders”), among others;

WHEREAS, the Parties agree that the overall compromise and settlement reflected herein provides numerous present and future benefits including avoidance of complex and costly litigation among the Parties;

WHEREAS, the Parties agree that the overall compromise and settlement reflected herein is the product of arm’s length bargaining; and

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WHEREAS, the Parties agree that the overall compromise and settlement reflected herein is fair and equitable and in the best interests of the estate.

NOW, THEREFORE, the Parties do hereby stipulate and agree as follows:

1.Second Amended Plan.  The First Amended Chapter 11 Plan of Reorganization Jointly Proposed by UPC Polska, Inc. and UPC Polska Finance, Inc. is hereby amended in the form attached hereto as Exhibit “A” (as amended, the “Second Amended Plan”(2)).(3)  The Plan Proponents shall file the Second Amended Plan in the Bankruptcy Court upon execution of this Stipulation by all Parties.

2.Voting.

(a)The Committee has held an official meeting to consider the Second Amended Plan, and at such meeting, has voted in favor of supporting the Second Amended Plan.  Each of the Participating Noteholders has timely voted all of its claims in favor of the Second Amended Plan, has tendered its vote to the mediator, has agreed that the mediator may release its vote in favor of the Second Amended Plan to the Debtor and has otherwise taken or will take all steps necessary or appropriate to cast its vote in favor of the Second Amended Plan.  Both the Committee and each of the Participating Noteholders waive any right they may have to change, modify, condition, revoke or withdraw such vote or seek to change, modify, condition, revoke or withdraw such vote, subject to the provisions of paragraph 6 hereto.

(2)  The definition of the Second Amended Plan shall include any subsequent plan so long as such subsequent plan does not reduce the amount of consideration nor is materially adverse to the holders of Allowed Claims in Class 3 or Class 5 from what is provided in the Second Amended Plan.

(3)  One of the amendments to the Second Amended Plan is substantially in the following form:  “Class 3 treatment shall provide for consideration of $80,000,000.00 cash; the issuance of New UPC Polska Notes in the principal amount of U.S. $100,000,000.00; and the issuance by UnitedGlobalCom, Inc. (“UGC”), an indirect parent of the Debtor, of a number of shares of common stock of UGC in an amount worth U.S. $14,500,000.00 based on the closing price of UGC common stock as reported on NASDAQ on December 15, 2003 which are being purchased by UPC Telecom or otherwise obtained by UPC Telecom on terms acceptable to UGC and UPC Telecom, and contributed by UPC Telecom to the Debtor.”

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(b)The Parties agree that the voting by Classes 3 and 5 to approve the Second Amended Plan, in the required amount and number, is a condition precedent to the effectiveness of this Stipulation.  The Participating Noteholders represent and warrant that they have validly voted all their claims as beneficial owners of the UPC Polska Notes in favor of the Second Amended Plan, and that to the best of their knowledge, such votes are not subject to otherwise being designated.

3.Support.

(a)The Committee and the Participating Noteholders shall fully and unconditionally support the Second Amended Plan and confirmation and consummation of the Second Amended Plan and shall take any reasonable action necessary or helpful to confirm or consummate the Second Amended Plan.  The Committee shall, and shall cause its advisors to, provide (i) reasonable assistance to the Plan Proponents in support of confirmation and consummation of the Second Amended Plan, and (ii) no assistance, except as required by law, in opposition to confirmation or consummation of the Second Amended Plan or in support of confirmation or consummation of any other plan, and shall take all appropriate actions in the Bankruptcy Court with respect to the foregoing.

(b)The Committee and the Participating Noteholders agree not to support, encourage, offer or propose, directly or indirectly, any financial restructuring of the Debtor other than as set forth in the Second Amended Plan and not to take any action inconsistent with this Stipulation.

4.Termination of the Restructuring Agreement.  The parties to the Restructuring Agreement hereby terminate the Restructuring Agreement.  No provision of the Restructuring Agreement shall have any further force and effect, other than those sections of the Restructuring

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Agreement which survive its termination pursuant to the express terms of Section 9.2 of the Restructuring Agreement and the representations set forth in Sections 7.4 and 7.5 of the Restructuring Agreement as they apply to the Other Participating Noteholders (as defined herein).

5.Effective Date.  Subject to paragraph 6 hereto, this Stipulation will become effective upon execution by the Debtor, the UPC Parties, the Committee and the Participating Noteholders, but shall be null and void ab initio in the event the Second Amended Plan is not accepted by Class 3 votes in an amount and number sufficient to approve the Second Amended Plan under applicable law.

6.Confirmation as Condition Subsequent.  Confirmation and consummation of the Second Amended Plan are conditions subsequent to the effectiveness of this Stipulation.  In the event the Second Amended Plan is not confirmed prior to March 15, 2004, or consummated prior to July 15, 2004, this Stipulation shall be deemed null and void ab initio, including, without limitation, paragraphs 4 and 17 hereof, and the Parties shall be returned to and maintain their respective rights and obligations as they existed prior to the execution of this Stipulation.

7.9019 Motion to Approve Stipulation.  The Parties shall seek approval by the Bankruptcy Court of the settlement and compromise contained in this Stipulation by filing a motion seeking approval under Bankruptcy Rule 9019 to be heard contemporaneously with Plan confirmation.  In the event the Stipulation is not approved, this Stipulation shall be deemed null and void ab initio, including, without limitation, paragraphs 4 and 17 hereof, and the Parties shall be returned to and maintain their respective rights and obligations as they existed prior to the execution of this Stipulation.

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8.Motion to Commence Action.  The Debtor and the UPC Parties consent to the Committee’s standing to pursue and compromise the claims asserted pursuant to the Expedited Motion for an Order Authorizing the Committee to Commence an Action of Behalf of the Debtor’s Estate, which claims the Committee hereby agrees to compromise and settle based on the overall consideration set forth in the Second Amended Plan and the compromise set forth in this Stipulation, and the Committee hereby agrees to and approves the compromise and all of the releases provided in the Second Amended Plan.

9.Section 1125.  The Committee and the Participating Noteholders stipulate and agree that the amendment reflected in the Second Amended Plan is an amendment pursuant to 11 U.S.C. § 1127, which does not require any changes to the Disclosure Statement and that the Plan Proponents have complied with 11 U.S.C. § 1125.

10.Section 1121.  The exclusivity period during which the Debtor may solicit acceptances of the Second Amended Plan, or any subsequent plan, pursuant to 11 U.S.C. § 1121 is extended up to and including April 5, 2004.

11.Compromise and Settlement.  As a result of and as part of the overall settlement and compromise contained herein and in the Second Amended Plan, the Committee, the UPC Parties, and the Plan Proponents agree, subject to paragraphs 5 and 6 hereto, that:

(a)the recovery provided under the Second Amended Plan enables creditors in Class 3 and Class 5 to receive greater recoveries than they would receive under a Chapter 7 liquidation;

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(b)the treatment of Class 5 under the Second Amended Plan is the equivalent pro rata share of the consideration to be paid to Class 3(4);

(c)the Second Amended Plan does not discriminate unfairly, and is fair and equitable, with respect to Class 3 and Class 5;

(d)the Telecom Owned UPC Polska Notes, the Belmarken Notes, the Telecom Pari Passu Notes, the Affiliate Indebtedness, and the Telecom Junior Notes shall not be challenged, including on the grounds that they are not legal and valid debts of the Debtor or are subject to recharacterization or equitable subordination or subject to challenge under any other claim at law or in equity;

(e)there is a reasonable basis for the classification structure set forth in the Second Amended Plan which places claims or interests in a class which contains other substantially similar claims or interests;

(f)the releases set forth in the Second Amended Plan are appropriate, lawful, provided in exchange for adequate consideration, and are enforceable;

(g)the Second Amended Plan reflects an overall compromise, settlement, and resolution of any and all claims and is supported by adequate consideration;

(h)the overall compromise and settlement reflected in the Second Amended Plan avoids the prospect of complex and costly litigation among the Parties;

(i)the overall compromise and settlement reflected in the Second Amended Plan is the product of arm’s length bargaining;

(j)the Second Amended Plan satisfies each of the tests of 11 U.S.C. §1129 and is confirmable;

(4)  Although under the Second Amended Plan all creditors in Class 5 are to receive this distribution, the HBO Parties’ Proofs of Claims are being treated pursuant to a separate settlement agreement which provides, in essence, a cap of $6 million for the total of any distributions to the HBO Parties under the Second Amended Plan.

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(k)the Second Amended Plan is fair and equitable and in the best interests of the estate;

(l)the Telecom Junior Notes can be irrevocably cancelled at any time at the sole discretion of the UPC Parties; and

(m)the provisions of the Second Amended Plan constitute a good faith compromise and settlement of any and all causes of action or disputes that could have been brought by any of the Parties against any other Party.

12.Information.  The Committee and its representatives have received adequate information, including, without limitation, information pertaining to the UGC Common Stock to be provided as consideration under the Second Amended Plan, and have conducted sufficient due diligence in order to understand the consequences of and support the Second Amended Plan.

13.Release of Claims.  Each of the Parties agrees not to sue, file any cause of action, bring any proceeding, submit any request for arbitration, or threaten to do any of the foregoing against any other Party, subject to the terms of and only to the extent set forth in the Second Amended Plan.

14.Cooperation.  The Parties agree to cooperate fully with each other and to undertake all appropriate action reasonably necessary or helpful to implement the purposes of this Stipulation.  The Parties agree to execute any such further or additional documents as may be reasonable, convenient, necessary or desirable to carry out the provisions of this Stipulation.

15.Representations and Warranties of the Parties.  Each Party represents and warrants (in the case of the Debtor subject to all requisite court approval) to each other Party that:

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(a)it has full power and authority to execute and deliver this Stipulation, to perform its obligations hereunder and to consummate the transactions contemplated hereby;

(b)the execution, delivery and performance of this Stipulation by such Party has been duly authorized by all requisite action of such Party and no other action on the part of such Party is necessary.  This Stipulation has been duly executed and delivered by such Party and is a valid and binding obligation of such Party enforceable against such Party in accordance with its terms.  The execution and delivery of this Stipulation does not, and the consummation of the transactions contemplated hereby will not:

i.violate or conflict with or result in any breach of any provision of the Articles of Association or other charter, bylaws or operating agreement, partnership agreement or other organizational documents of such Party;

ii.require any consent or approval from any governmental authority; or

iii.materially violate any of the terms, conditions or provisions of any law, judgment or agreement to which such Party or any of its assets is subject or bound.

16.Representations and Warranties of the Participating Noteholders.  Each Participating Noteholder represents and warrants to the Debtor and the UPC Parties as follows:

(a)Such Participating Noteholder is the lawful beneficial owner of the UPC Polska Notes and other claims against, or interests in, the Debtor set forth on Schedule 7.4 to the Restructuring Agreement, free and clear of all liens, encumbrances and adverse claims, and such Participating Noteholder has no claims or interests, contingent or otherwise, against the Debtor other than the claims and interests which have been validly voted in favor of the Second Amended Plan pursuant to paragraph 2 hereto.

(b)Such Participating Noteholder, by virtue of such Participating Noteholder’s expertise, the advice available to such Participating Noteholder, and its previous investment experience, has extensive knowledge and experience in financial and business

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matters, investments, securities and private placements and the capability to evaluate the merits and risks of this Stipulation, the restructuring of the Debtor and the consideration and transactions contemplated hereby and thereby.

(c)Such Participating Noteholder is entering into this Stipulation, the restructuring of the Debtor (including, without limitation, the acquisition of the New Polska Notes and UGC Common Stock (as defined in the Second Amended Plan) and the transactions contemplated hereby and thereby for such Participating Noteholder’s own account and such Participating Noteholder intends to acquire any New UPC Polska Notes and UGC Common Stock issued or acquired in connection with the Restructuring for investment purposes only and not with a view to, or the intention of, distributing any such notes or stock in violation of the Securities Act or any other applicable securities laws of the United States or any political subdivision thereof, and any such securities will not be disposed of in contravention of the Securities Act or any other applicable securities laws of the United States or any political subdivision thereof.

(d)Such Participating Noteholder is able to bear the economic risk of the transactions contemplated by this Stipulation, the restructuring of the Debtor and the transactions contemplated hereby and thereby (including, without limitation, the complete loss of such investment) for an indefinite period of time.

(e)Such Participating Noteholder has had an opportunity to ask questions and receive answers concerning the business and affairs of the Debtor and certain of its affiliates and such other matters concerning its current investment in the Debtor and the distributions contemplated by or under the Second Amended Plan, the restructuring of the Debtor and the transactions contemplated hereby and thereby and has had full access to such other information

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concerning the Debtor, the Plan Proponents, UGC, the restructuring of the Debtor and the transactions contemplated hereby and thereby as such Participating Noteholder has requested.

(f)Such Participating Noteholder is a “qualified institutional buyer”, as such term is defined pursuant to Rule 144A(a) promulgated under the Securities Act, or, if not such a “qualified institutional buyer”, such Participating Noteholder is an “accredited investor” as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D, promulgated under the Securities Act.

17.Entire Agreement.  This Stipulation sets forth the entire agreement and understanding between the Parties relating to the subject matter thereof and supercedes and replaces any and all prior agreements and understandings among them including without limitation the Restructuring Agreement which shall survive only as set forth in paragraph 4 herein.  This Stipulation may only be amended in writing signed by the Debtor, the UPC Parties, the Committee and the Participating Noteholders.

18.Governing Law and Jurisdiction.  This Stipulation is governed and controlled by New York State law without regard to New York State principles of conflict of laws and is subject to the jurisdiction of the Bankruptcy Court to enter such orders as may be necessary or appropriate to implement or consummate the provisions of this Stipulation and to resolve any and all controversies or disputes which may arise in connection with consummation, interpretation or enforcement of this Stipulation.

19.Headings.  Paragraph headings are used only as convenient references and do not affect this Stipulation’s meaning.

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20.Execution.  This Stipulation is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto.  This Stipulation may be executed in counterparts, each of which shall be deemed an original.  The Parties acknowledge that:

(a)They have read this Stipulation;

(b)They have made such investigation of the facts and been provided such information pertaining to this settlement and Stipulation, and of all the matters pertaining to it, as they deem necessary;

(c)They understand the terms and consequences of this Stipulation and of the releases contained in the Second Amended Plan;

(d)They are fully aware of the legal and binding effect of this Stipulation;

(e)This Stipulation may be submitted as evidence in support of confirmation of the Second Amended Plan at the Confirmation Hearing; and

(f)This Stipulation shall be deemed drafted by all Parties hereto, and, as such, no provision hereof or ambiguity herein shall be construed against any Party on the basis that such Party or its advisor drafted, prepared or suggested such provision or that such provision contains a covenant, representation or warranty of such Party.

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Dated:  December 17, 2003
	BAKER & McKENZIE
	By:	/s/ ALI M. M. MOJDEHI
		Ali M. M. Mojdehi
	Attorneys for the Debtor and Debtor in Possession
Dated:  December 17, 2003
	WHITE & CASE LLP
	By:	/s/ HOWARD S. BELTZER
		Howard S. Beltzer
	Attorneys for UPC Telecom B.V., UPC Operations B.V., Belmarken Holding B.V., and UPC Polska Finance, Inc.
Dated:  December 17, 2003
	FRIED, FRANK, HARRIS, SHRIVER   & JACOBSON
	By:	/s/ MATTHEW GLUCK
		Matthew Gluck
	Attorneys for the Official Committee of Unsecured Creditors
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	Deutsche Bank
	By:	/s/ JAIME VIESER
		Jaime Vieser
		Managing Director

14

	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to Alpha US Sub Fund II LLC
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to The Broad Foundation
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to Brown & Williamson Tobacco Master Retirement Trust
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to DB Structured Products, Inc.
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to Eli Broad

15

	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to GoldenTree High Yield Value Master Fund, LP
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to GoldenTree High Yield Master Fund, Ltd.
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to GoldenTree High Yield Master Fund II, Ltd.
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to GKW Unified Holdings LLC
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager

16

	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to Municipal Fire and Police Retirement System of Iowa
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to GoldenTree High Yield Opportunities I, LP
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to GoldenTree High Yield Opportunities II, LP
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to Safety National Casualty Corporation
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager

17

	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	GoldenTree Asset Management, LP as Investment Adviser to University of Chicago
	By:	/s/ STEVEN SHAPIRO
		Steven Shapiro
		Portfolio Manager
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	Morgan Stanley Investment Management
	By:	/s/ GORDON W. LOORY
		Gordon W. Loory
		Executive Director
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	Strong Corporate Bond Fund (2/09 Maturity)
	By:	/s/ GILBERT L. SOUTHWELL, III
		Gilbert L. Southwell, III
		Assistant Secretary
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	Strong High Yield CBO II by Strong Capital Management Inc. as Collateral Manager (7/08 Maturity)
	By:	/s/ GILBERT L. SOUTHWELL, III
		Gilbert L. Southwell, III
		Assistant Secretary
	PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
	Strong High Yield Bond Fund (7/08 Maturity)
	By:	/s/ GILBERT L. SOUTHWELL, III
		Gilbert L. Southwell, III
		Assistant Secretary

18

		PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
		Strong Advisor Bond Fund (2/09 Maturity)
		By:	/s/ GILBERT L. SOUTHWELL, III
			Gilbert L. Southwell, III
			Assistant Secretary
		PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
		Strong Advisor Strategic Income Fund (7/08 Maturity)
		By:	/s/ GILBERT L. SOUTHWELL, III
			Gilbert L. Southwell, III
			Assistant Secretary
		PARTICIPATING NOTEHOLDER
Dated:  December 17, 2003
		Strong High Yield Bond Fund (2/09 Maturity)
		By:	/s/ GILBERT L. SOUTHWELL, III
			Gilbert L. Southwell, III
			Assistant Secretary
IT IS SO ORDERED.
Dated:	New York, New York
	December        , 2003
		UNITED STATES BANKRUPTCY JUDGE

19

EXHIBIT “A”

Second Amended Plan

20