0001104659-03-012738 Sample Contracts

RESTRUCTURING AGREEMENT by and among UPC POLSKA, INC., UPC TELECOM B.V., BELMARKEN HOLDING B.V. and THE NOTEHOLDERS SET FORTH ON ANNEX A HERETO DATED AS OF June 19, 2003
Restructuring Agreement • June 20th, 2003 • Upc Polska Inc • Cable & other pay television services • New York

INDENTURE dated as of [ ], 2003 (this “Indenture”), between (i) UPC POLSKA, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 4643 Ulster Street, Suite 1300, Denver, Colorado 80237, (ii) UPC POLSKA FINANCE, INC., a corporation duly organized and existing under the laws of the State of Delaware and a wholly owned subsidiary of UPC Telecom B.V. (“UPC Polska Finance,” and together with the Company, the “Issuers” and each individually, an “Issuer”), having its principal office at [ ], and (iii) Wilmington Trust Company, a Delaware banking corporation, Trustee (herein called the “Trustee”).