Preview | Account Pledge Agreement |

CONTENTS

Clause		Page

1.	Interpretation	1
2.	Pledges	8
3.	Independent Pledges	9
4.	Security Purpose	9
5.	The Pledgors Right	9
6.	The Pledgees Right of Realisation	9
7.	Undertakings	10
8.	Release of Security	12
9.	Waiver of Defences	12
10.	Indemnity	12
11.	Duration and Independence	13
12.	Costs and Expenses	13
13.	Partial Invalidity	13
14.	Amendments	13
15.	Notices and their Language	13
16.	Applicable Law; Jurisdiction	14

Schedule

1.	Pledged Accounts	15
2.	Dormant Accounts	16
3.	Notification	17
4.	Addresses for Notices	19

Signatories		20

THIS ACCOUNT PLEDGE AGREEMENT (the Agreement) is made on 12 May 2006

BETWEEN:

(1) KABEL DEUTSCHLAND GMBH, a limited liability company (Gesellschaft mit beschrnkter Haftung) incorporated under the laws of the Federal Republic of Germany, having its corporate seat in Unterfhring (Landkreis Mnchen), Federal Republic of Germany, which is registered in the commercial register (Handelsregister) at the local court (Amtsgericht) of Munich under registration Number HRB 145837,

(the Pledgor)

on one side;

(2) THE ROYAL BANK OF SCOTLAND PLC, a public limited company, having its registered office at: 36 St. Andrew Square, EH2 2YB Edinburgh, Scotland, incorporated under the laws of Scotland and being registered with the Companies House under registration number SC 090312,

(the Security Agent); and

(3) the FINANCE PARTIES as defined in Clause 1.1 below

(the Security Agent and each Original Finance Party (as defined below) are hereinafter referred to individually as an Original Pledgee and together as the Original Pledgees)

on the other side.

The Pledgor and the Pledgees (as defined below) are hereinafter collectively referred to as the Parties.

WHEREAS:

(A) The Lenders (as defined below) have agreed to make available to each of the Borrowers (as defined below) certain credit facilities on the terms of and subject to the Credit Agreement (as defined below).

(B) It is a condition to the Lenders making the credit facilities available pursuant to the Credit Agreement that the Pledgor enters into this Agreement.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement:

Account Bank means each bank where an Account is held or all of them.

Accounting Principles means accounting principles, policies, standards, bases and practices which, as at the date of the Credit Agreement, are in accordance with the German generally

accepted accounting principles (Grundstze ordnungsgemer Buchfhrung und Bilanzierung).

Accounts means the accounts listed in Schedule 1 (Pledged Accounts) hereto including any and all sub-accounts (Unterkonten) and any and all accounts which will be opened by the Pledgor after the date hereof.

Additional Borrower means a member of the Group which becomes a borrower under the Credit Agreement after the date of its execution.

Additional Facility means an Add-On Facility or an External Facility.

Add-On Facility Accession Agreement means an accession deed pursuant to which any person or entity accedes to the Credit Agreement as provider of an Add-On Facility.

Add-On Facility means any additional loan facility provided under the Credit Agreement which has Eligible Terms.

Add-On Facility Lender means:

(a) an Original Add-On Facility Lender; or

(b) any person which has become a lender under an Add-On Facility.

Administrative Party means a Mandated Lead Arranger, the Facility Agent or the Security Agent.

Agreed Priority Agreement Principles means the principles pursuant to which the Existing Priority Agreement shall be amended.

Ancillary Facility means any facility or financial accomodation (including any overdraft, foreign exchange, guarantee, bonding, documentary or standby letter of credit, credit card or automated payments facility) established by a Lender in place of all or parts of its respective facility commitment.

Ancillary Facility Document means any document evidencing any Ancillary Facility.

Ancillary Lender means any lender providing for an Ancillary Facility.

Ancillary Outstandings means, at any time and with respect to any Ancillary Facility of any Ancillary Lender, the aggregate of all of the following amounts (as calculated by that Ancillary Lender) outstanding at that time under that Ancillary Facility:

(a) all amounts of principal then outstanding under any overdraft, cheque drawing or other account facilities determined on a gross basis unless such facilities are made available on the basis of netting arrangements satisfactory to the Ancillary Lender in which case, such outstanding principal amounts shall be determined on the net debt basis used by that Ancillary Lender;

(b) the maximum potential liability (excluding amounts stated to be in respect of interest and fees) under all guarantees, bonds and letters of credit then outstanding under that Ancillary Facility; and

(c) in respect of any other facility or financial accommodation, such other amount (excluding interest and similar charges) as fairly represents the aggregate exposure of that Ancillary Lender under that facility or accommodation, as reasonably determined by that Ancillary Lender from time to time in accordance with its usual banking practice for facilities or accommodation of the relevant type.

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