Unitedglobalcom Inc Sample Contracts

Unitedglobalcom Inc – SHARE PURCHASE AGREEMENT dated 30 September 2005 BETWEEN GLACIER HOLDINGS S.C.A. AND UNITED ACM HOLDINGS, INC. concerning the sale and purchase of the whole of the issued share capital of Cablecom Holdings AG (October 5th, 2005)
Unitedglobalcom Inc – QuickLinks -- Click here to rapidly navigate through this document (October 5th, 2005)
Unitedglobalcom Inc – Excerpts from Schedule 4.6 to the Share Purchase Agreement (October 5th, 2005)

The following sections, which are defined as the "Relevant Sections" in Section 4.6 of the Share Purchase Agreement, have been excerpted from the Draft Offering Memorandum, dated September 29, 2005, of Cablecom Holdings AG (the "Offering Memorandum"), which was annexed to the Share Purchase Agreement as Schedule 4.6 thereto:

Unitedglobalcom Inc – LIBERTY GLOBAL, INC., UNITEDGLOBALCOM, INC. AND THE BANK OF NEW YORK as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 26, 2005 to INDENTURE Dated as of April 6, 2004 1 3/4% Convertible Senior Notes Due April 15, 2024 (August 29th, 2005)

THIRD SUPPLEMENTAL INDENTURE, dated as of August 26, 2005 (this “Third Supplemental Indenture”), among LIBERTY GLOBAL, INC., a Delaware corporation (herein called “Liberty Global”), having its principal office at 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237, UNITEDGLOBALCOM, INC., a Delaware corporation (herein called the “Company”), having its principal office at 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein called the “Trustee”).

Unitedglobalcom Inc – LIBERTY GLOBAL’S 100% OWNED SUBSIDIARY UPC HOLDING B.V. PRICES 500 MILLION EURO SENIOR NOTE OFFERING (July 26th, 2005)

This press release is not an offer for sale or solicitation of an offer to buy securities in the United States. The Senior Notes may not be offered or sold in the United States unless they are registered for resale or sold in a transaction exempt from registration. Neither Liberty Global nor UPC Holding has, nor does it intend to, register any portion of the Senior Notes for resale in the United States. The Senior Notes are expected to be eligible for trading in the United States by qualified institutional buyers under Rule 144A and outside the United States by non-US persons under Regulation S.

Unitedglobalcom Inc – LIBERTY GLOBAL, INC., UNITEDGLOBALCOM, INC. AND THE BANK OF NEW YORK as Trustee SECOND SUPPLEMENTAL INDENTURE (June 16th, 2005)

SECOND SUPPLEMENTAL INDENTURE, dated as of June 15, 2005 (this “Second Supplemental Indenture”), among LIBERTY GLOBAL, INC., a Delaware corporation (“Liberty Global”), having its principal office at 12300 Liberty Boulevard, Englewood, Colorado 80112, UNITEDGLOBALCOM, INC., a Delaware corporation (herein called the “Company”), having its principal office at 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein called the “Trustee”).

Unitedglobalcom Inc – UNITEDGLOBALCOM, INC. AND THE BANK OF NEW YORK as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 24, 2005 to INDENTURE Dated as of April 6, 2004 1 3/4% Convertible Senior Notes Due April 15, 2024 (May 31st, 2005)

FIRST SUPPLEMENTAL INDENTURE, dated as of May 24, 2005 (this "First Supplemental Indenture"), between UNITEDGLOBALCOM, INC., a Delaware corporation (herein called the "Company"), having its principal office at 4643 South Ulster Street, Suite 1300, Denver, Colorado 80237, and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein called the "Trustee").

Unitedglobalcom Inc – NOTICE OF MERGER AND CONVERSION PERIOD (May 31st, 2005)

As you may be aware, UnitedGlobalCom, Inc, a Delaware corporation ("UGC"), has entered into an Agreement and Plan of Merger, dated January 17, 2005 (the "Merger Agreement"), with Liberty Media International, Inc., a Delaware corporation ("LMI"), pursuant to which UGC and LMI will become subsidiaries of a new publicly-traded holding company named Liberty Global, Inc. ("Liberty Global"). This Notice of Merger and Conversion Period is being delivered to you pursuant to the requirements of the Indenture, dated as of April 6, 2004, by and between UGC and The Bank of New York, as Trustee, as amended by the First Supplemental Indenture thereto (as so amended, the "Indenture"), pursuant to which UGC's 1 3/4% Convertible Senior Notes due April 15, 2024 (the "Convertible Notes") were issued. Terms not otherwise defined in this notice have the meanings assigned to them in the Indenture.

Unitedglobalcom Inc – Liberty Media International, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 May 20, 2005 (May 25th, 2005)

Liberty Media International, Inc., as "Tenant", has entered into a binding letter agreement dated May 11, 2005 with Liberty Media Corporation, as "Landlord", with respect to the lease of approximately 21,677 usable square feet (the "Leased Premises") in the Building. The term "Lease" as used herein means such binding letter agreement unless and until superseded by a definitive lease agreement between Tenant and Landlord and thereafter shall mean such definitive lease agreement with appropriate adjustments to Paragraph references.

Unitedglobalcom Inc – Liberty Media International, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 May 20, 2005 (May 25th, 2005)

Liberty Media International, Inc., as "Tenant", has entered into a binding letter agreement dated May 11, 2005 with Liberty Media Corporation, as "Landlord", with respect to the lease of approximately 21,677 usable square feet (the "Leased Premises") in the Building. The term "Lease" as used herein means such binding letter agreement unless and until superseded by a definitive lease agreement between Tenant and Landlord and thereafter shall mean such definitive lease agreement with appropriate adjustments to Paragraph references.

Unitedglobalcom Inc – May 2005 MORGAN STANLEY DEAN WITTER EQUITY FUNDING, INC. UPC IRELAND B.V. and UNITED PAN EUROPE COMMUNICATIONS N.V. (May 11th, 2005)
Unitedglobalcom Inc – LOAN AGREEMENT (May 11th, 2005)
Unitedglobalcom Inc – UGC REPORTS FIRST QUARTER 2005 RESULTS (May 10th, 2005)

Denver, Colorado – May 10, 2005: UnitedGlobalCom, Inc. (“UGC”)(1) (NASDAQ: UCOMA), today announces operating and financial results for the three months ended March 31, 2005.

Unitedglobalcom Inc – AGREEMENT (April 19th, 2005)
Unitedglobalcom Inc – PUT AGREEMENT Entered into as of April 13, 2005 between UNITEDGLOBALCOM, INC. and CRISTALERÍAS DE CHILE S.A. (April 19th, 2005)

UNITEDGLOBALCOM, INC., a corporation duly incorporated and validly existing under the Laws of the State of Delaware, U.S.A., with domicile at 4643 South Ulster Street, Suite 1300, Denver, CO 80237, U.S.A. (the “Purchaser” or “UGC”); and

Unitedglobalcom Inc – PURCHASE AND SALE OF SHARES ISSUED BY METRÓPOLIS INTERCOM S.A. (April 19th, 2005)

KNOW ALL PERSONS BY THESE PRESENTS, that in Santiago, Chile, this 13 day of April of 2005, before me, Jose Musalem Saffie, Notary Public and Holder of Title to the 48th Notarial Office in and for Santiago, domiciled in this city at Huerfanos 770, 3rd floor, municipal district of Santiago, personally appeared: Mr. Rodrigo Castillo Murillo, Chilean, [marital status], attorney, [ID card No.], domiciled at Reyes Lavalle 3340, 9th floor, municipal district of Las Condes, Santiago, as hereinbelow evidenced for and on behalf of VTR GlobalCom S.A., a stock company duly organized and validly existing under the Laws of Chile, Tax ID No. 78.452.650-K, and with the same domicile as its representative (“VTR” or “Buyer”); and Max Letelier Bomchil, Chilean, [marital status], attorney, [ID card No.], domiciled at Avenida Isidora Goyenechea N°3.120, 3trh floor, municipal district of Las Condes, Santiago, as hereinbelow evidenced for and on behalf of Liberty Comunicaciones de Chile Uno, Ltda., a limited

Unitedglobalcom Inc – DISPUTE RESOLUTION AGREEMENT Entered into as of April 13, 2005 among UNITED CHILE, INC., UNITED CHILE VENTURES INC., VTR GLOBALCOM S.A., LIBERTY COMUNICACIONES DE CHILE UNO LTDA., and CRISTALERÍAS DE CHILE S.A. (April 19th, 2005)

UNITED CHILE, INC., a corporation duly incorporated and validly existing under the Laws of the State of Colorado, U.S.A., with domicile at 4643 South Ulster Street, Suite 1300, Denver, CO 80237, U.S.A. (“United Chile”);

Unitedglobalcom Inc – AGREEMENT between UNITEDGLOBALCOM, INC. and LIBERTY MEDIA INTERNATIONAL HOLDINGS, LLC Entered into as of April 13, 2005 (April 19th, 2005)

UGC and LMINT are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined in this Agreement have the respective meanings ascribed thereto in Article I.

Unitedglobalcom Inc – ASSIGNMENT OF CREDITS (April 19th, 2005)

In Santiago, Chile, this 13 day of April of 2005, between: a) Liberty Comunicaciones de Chile Uno, Ltda., Tax ID No. 78.525.330-2, hereinafter “Uno” or the “Assignor”, duly represented by Mr. Max Letelier Bomchil, [ID card No.], all domiciled at Avenida Isidora Goyenechea N°3.120, 3trh floor, municipal district of Las Condes, Santiago; y b) VTR GlobalCom S.A., Tax ID No. 78.452.650-K, hereinafter “VTR” or the “Assignee”, duly represented by Mr. Rodrigo Castillo Murillo, [ID card No.], all domiciled at Reyes Lavalle 3340, 9th floor, municipal district of Las Condes, Santiago, it has been agreed to enter into this assignment agreement (the “Agreement”):

Unitedglobalcom Inc – PURCHASE AND CONTRIBUTION AGREEMENT Entered into as of April 13, 2005 among VTR GLOBALCOM S.A., LIBERTY COMUNICACIONES DE CHILE UNO LTDA., and CRISTALERÍAS DE CHILE S.A. (April 19th, 2005)

VTR GLOBALCOM S.A., a sociedad anónima duly organized and validly existing under the laws of Chile (“VTR”), represented by Rodrigo Castillo Murillo,with domicile at Reyes Lavalle 3340, 9th Floor, Las Condes, Santiago, Chile;

Unitedglobalcom Inc – UGC REPORTS FOURTH QUARTER AND FULL YEAR RESULTS All 2004 Guidance Targets Achieved or Exceeded (March 14th, 2005)

Denver, Colorado—March 14, 2005: UnitedGlobalCom, Inc. ("UGC")1 (NASDAQ: UCOMA), today announces operating and financial results for the fourth quarter and year-ended December 31, 2004.

Unitedglobalcom Inc – ADDITIONAL FACILITY ACCESSION AGREEMENT (March 14th, 2005)
Unitedglobalcom Inc – AMENDMENT AND RESTATEMENT AGREEMENT (March 14th, 2005)

This Agreement is supplemental to and amends a credit agreement between, among others, UPC Broadband, UPC Financing and the Facility Agent dated 26th October, 2000 as amended by amendment letters dated 22 July 2004 and 2 December 2004 an amendment and restatement deed dated 24th June, 2004 and as previously amended by an amendment and restatement agreement dated 16th January 2004 and by a series of letters during the period from 1st March, 2002 to 23rd July, 2003 (the Credit Agreement).

Unitedglobalcom Inc – AMENDMENT AND RESTATEMENT AGREEMENT (March 14th, 2005)

This Agreement is supplemental to and amends a credit agreement between, among others, UPC Broadband and the Facility Agent dated 16th January, 2004 as amended and restated on 24th June, 2004 and as amended by amendment letters dated 22nd July, 2004 and 2nd December, 2004 (the Credit Agreement).

Unitedglobalcom Inc – EXECUTIVE SERVICE AGREEMENT (March 14th, 2005)

UPC Services Ltd, a limited liability company duly organised and existing under the laws of England and Wales, whose registered office is at Michelin House, 81 Fulham Road, London, SW3 6RD, United Kingdom (the "Company"); and

Unitedglobalcom Inc – EXECUTIVE SERVICE AGREEMENT (March 14th, 2005)

UPC Services Ltd, a limited liability company duly organised and existing under the laws of England and Wales, whose registered office is at Michelin House, 81 Fulham Road, London, SW3 6RD, United Kingdom (the "Company"); and

Unitedglobalcom Inc – SEVERANCE, NONCOMPETITION, WAIVER AND RELEASE AGREEMENT (March 14th, 2005)

This Severance, Noncompetition, Waiver and Release Agreement (this "Agreement") dated December 6, 2004, between UnitedGlobalCom, Inc., a Delaware corporation, (the "Company"), and Mark L. Schneider ("MLS"), who resides in London, England.

Unitedglobalcom Inc – CONSULTING AGREEMENT (March 14th, 2005)

Consulting Agreement ("Agreement") dated as of December 6, 2004, but effective as provided in Paragraph 1(B), between UnitedGlobalCom, Inc., a Delaware corporation, (the "Company") and Mark L. Schneider ("MLS") who resides in London, England.

Unitedglobalcom Inc – ADDITIONAL FACILITY ACCESSION AGREEMENT (March 14th, 2005)

UPC Broadband Holding B.V. (formerly known as UPC Distribution Holding B.V.)—€1,072,000,000 Term Credit Agreement dated 16th January, 2004 as amended and restated on 24th June, 2004, as amended by amendment letters dated 22nd July, 2004 and 2nd December, 2004 and as subsequently amended and restated on 7th March, 2005 (the Credit Agreement)

Unitedglobalcom Inc – SETTLEMENT AGREEMENT (March 14th, 2005)

THIS SETTLEMENT AGREEMENT (this "Agreement") is made as of the 6 day of December 2004, by and among Mark L. Schneider ("MLS") and chello broadband N.V. ("chello") and UnitedGlobalCom, Inc., a Delaware corporation ("UGC" and, together with chello, the "Company").

Unitedglobalcom Inc – ADDITIONAL FACILITY ACCESSION AGREEMENT (March 14th, 2005)
Unitedglobalcom Inc – STOCK PURCHASE AND SALE AGREEMENT (December 20th, 2004)

This STOCK PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of December 16, 2004 is entered into by and among Liberty Ireland Funding, Inc., a Delaware corporation ("LIF" or "Seller"), United UPC Bonds LLC, a Delaware limited liability company ("Purchaser"), UnitedGlobalCom, Inc., a Delaware corporation ("UGC"), and Liberty Media International Holdings, LLC, a Delaware limited liability company ("LMIH"), for the purposes of Article VII only.

Unitedglobalcom Inc – PARTNERSHIP INTEREST SALE AND PURCHASE AGREEMENT (December 20th, 2004)

This PARTNERSHIP INTEREST SALE AND PURCHASE AGREEMENT (this "Agreement"), dated as of December 16, 2004 is entered into by and among Liberty Media International, Inc., a Delaware corporation ("LMI"), Belgian Cable GP, LLC, a Delaware limited liability company ("LMI GP 1"), Belgian Cable GP II, LLC, a Delaware limited liability company ("LMI GP 2" and, together with LMI and LMI GP 1, the "LMI Parties"), United Pan-Europe Communications N.V., a corporation organized under the laws of The Netherlands ("UPC"), chello Media Investments B.V., a limited liability company organized under the laws of The Netherlands ("CM"), chello Media Belgium I B.V., a limited liability company organized under the laws of The Netherlands ("CMB I"), and chello Media Belgium II B.V., limited liability company organized under the laws of The Netherlands ("CMB II" and, together with UPC, CM and CMB I, the "CM Parties"), and Liberty Media Corporation, a Delaware corporation ("LMC"), for the purposes of Article VII

Unitedglobalcom Inc – ADDITIONAL FACILITY ACCESSION AGREEMENT (December 8th, 2004)
Unitedglobalcom Inc – Form of INDEMNIFICATION AGREEMENT (November 9th, 2004)

This AGREEMENT is made and entered into as of this 4th day of August, 2004, by and between UnitedGlobalCom, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").