0001047469-04-000126 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • January 6th, 2004 • Unitedglobalcom Inc • Cable & other pay television services • Colorado

This Standstill Agreement (this "Agreement") is entered into as of January 5, 2004, by and between UnitedGlobalCom, Inc., a Delaware corporation ("United"), and Liberty Media Corporation, a Delaware corporation ("Liberty").

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EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2004 • Unitedglobalcom Inc • Cable & other pay television services • Colorado

THIS EMPLOYMENT AGREEMENT (this "Agreement") by and between UnitedGlobalCom, Inc., a Delaware corporation, (the "Company"), and Gene W. Schneider ("Schneider"), dated as of January 5, 2004 (the "Effective Date").

ACKNOWLEDGMENT AND TERMINATION AGREEMENT
Acknowledgment and Termination Agreement • January 6th, 2004 • Unitedglobalcom Inc • Cable & other pay television services • New York

THIS ACKNOWLEDGMENT AND TERMINATION AGREEMENT (this "Agreement") is entered into as of January 5, 2004, by and among each of the individuals and entities identified on the signature pages hereof as Founders (the "Founders") and Liberty Media Corporation, a Delaware corporation ("Liberty").

AMENDMENT AGREEMENT
Amendment Agreement • January 6th, 2004 • Unitedglobalcom Inc • Cable & other pay television services • Colorado

This AMENDMENT AGREEMENT (this "Amendment"), is made and entered into as of January 5, 2004, by and between UGCH Finance, Inc., (formerly known as United Programming Argentina II, Inc.), a Colorado corporation ("UGCH Finance"), and LBTW I, Inc., a Colorado corporation ("LBTW"), with respect to each of the following: (i) promissory note dated January 30, 2002, in the principal amount of $17,270,536.90, due January 30, 2003, (ii) promissory note dated January 31, 2002, in the principal amount of $2,082,000, due January 31, 2003, (iii) promissory note dated February 1, 2002, in the principal amount of $6,696,000, due February 1, 2003, (iv) promissory note dated February 4, 2002, in the principal amount of $34,759,200, due February 4, 2003, (v) promissory note dated February 5, 2002, in the principal amount of $36,417,600, due February 5, 2003, and (vi) promissory note dated February 28, 2002, in the principal amount of $5,502,519.61, due February 28, 2003 (the promissory notes referred to

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