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Zenith Inv. Ld. (32PR)

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Friday 05 October, 2001

Zenith Inv. Ld.

Notice of Written Resolutions

Zenith Investments Ld
4 October 2001

                                                          CONFORMED COPY

                           WRITTEN RESOLUTIONS

Written Resolutions of the holders of EUR 21,000,000 (with a current outstanding
principal amount of EUR14,000,000) Secured European Telecommunications and Media
High Yield Step-Up Floating Rate Credit Linked Notes due February 2010, Series 
2000-3, (ISIN: XS0107247677) (the 'Notes') issued by Zenith Investments Limited 
(the 'Issuer')

The Notes are the obligations of the Issuer. The terms and conditions of the 
Notes are set out in Supplementary Listing Particulars dated 21 December 2000 
which terms and conditions complete, modify, amend and supplement the terms and 
conditions set out in an Information Memorandum Addendum dated 15 September 2000
prepared by the Issuer and an Information Memorandum dated 15 September 2000 
prepared in connection with a multi-issuer structured note programme.

The Notes were constituted by the Ninth Supplemental Trust Deed (the 
'Supplemental Trust Deed') dated 22 February 2000 made between the Issuer, The 
Chase Manhattan Bank in its capacities as principal paying agent, (the 
'Principal Paying Agent'), as custodian (the 'Custodian') and as calculation 
agent (the 'Calculation Agent'), Morgan Stanley Credit Products Ltd. in its 
capacity as swap counterparty (the 'Counterparty'), Morgan Stanley & Co. 
International Limited in its capacities as determination agent (the 
'Determination Agent') and as borrower (the 'Borrower'), J.P. Morgan Trustee and
Depositary Company Limited (formerly known as Chase Manhattan Trustees Limited) 
as trustee (the 'Trustee') and Chase Manhattan Bank Luxembourg S.A. as paying 
agent (the' Paying Agent'), secured as to payment by, inter alia, a charge over 
EUR12,500,000 13.375 per cent. Senior Discount Notes due November 2009 (ISIN: 
XS0103734256) issued by United Pan-Europe Communications N.V. (the 'UPC 
Underlying Assets').

On 22 February 2000, in respect of the Notes, the Counterparty and the Issuer 
confirmed, amongst other things, the terms of:

(a)  a credit derivative transaction, with Transaction Reference Number NH094,  
     relating to the UPC Underlying Assets (the 'UPC Confirmation'); and

(b)  credit derivative transaction, with Transaction Reference Number NH096,    
     relating to EUR 7,000,000 13.25 per cent. Senior Notes due December 2009   
     (ISIN: XS0105518202) issued by Jazztel plc (the 'Jazztel Confirmation').

Unless otherwise defined herein and except where the context otherwise requires,
terms defined (expressly or by reference) in the terms and conditions of the 
Notes shall have the same meanings herein.

THESE WRITTEN RESOLUTIONS of the Noteholders, which, when duly executed in the 
space provided below in one or more instruments in like form, either by or on 
behalf of the sole holder of 100 per cent. of the aggregate principal amount 
outstanding of the Notes, shall be as effective as if it had been passed at a 
meeting of the Noteholders duly convened and held to consider and pass an 
Extraordinary Resolution in respect of the matters which are the subject of 
these Written Resolutions, HEREBY RESOLVES THAT:

(a)  the UPC Underlying Assets shall be delivered to an account at Euroclear    
     and/or Clearstream, Luxembourg, as applicable, specified by the            
     Counterparty for value on 4 October 2001 (the 'Partial Unwind Date').

(b)  In furtherance of such agreement:

   (ii) the Trustee shall, on the Partial Unwind Date, release the UPC          
        Underlying Assets from the security created by and pursuant to the      
        Supplemental Trust Deed and the Deed of Pledge and the Company and the  
        Trustee hereby directs the Custodian, and the Custodian hereby agrees,  
        to deliver such Underlying Assets for value on the Partial Unwind Date  
        to the account specified by the Counterparty;

  (iii) the Notes shall redeem in part in a proportion equal to half their      
        Current Principal Amount Outstanding on the Partial Unwind Date (and a  
        pro-rata amount of each Note, shall be so redeemed) (the portion of the 
        Notes to be redeemed the 'Redeeming Notes'). In full and final          
        settlement of such redemption the Issuer will pay to the Noteholders an 
        amount equal to EUR779,678 (the 'Partial Redemption Amount') on the     
        Partial Unwind Date. Following payment of the Partial Redemption Amount 
        no further payments shall be due in respect of the Redeeming Notes and  
        the Principal Amount Outstanding of the Notes will become EUR 7,000,000.

  (iv)  Following payment of the Partial Redemption Amount, UPC Pan-Europe
        Communications N.V. and its Successors will no longer be a Reference    
        Entity in respect of the Notes.

(c)  The UPC Confirmation shall be terminated on the Partial Unwind Date.       
     Pursuant to such termination the Counterparty will pay to the Issuer       
     EUR779,678 (and no further cancellation or termination payment or other    
     fees will be payable by the Issuer or by the Counterparty in respect of the
     UPC Confirmation). In furtherance of such agreement, the Trustee shall on  
     the Partial Unwind Date be deemed to have released the UPC Confirmation    
     from the security created thereon under the Supplemental Trust Deed;

(d)  On the Partial Unwind Date on the instruction of Euroclear and/or          
     Clearstream, Luxembourg as applicable, the Permanent Global Note will he   
     presented to the Principal Paying Agent. The Principal Paying Agent shall  
     annotate the Permanent Global Note to reflect the part redemption of the   
     Notes and shall thereafter provide the Company and the Trustees with a     
     certificate confirming such annotation;

(e)  From, and including, the Partial Unwind Date the Margin in respect of Notes
     will be amended such that:

     (i) as from, and including, 20 August 2001 to, but excluding, the Interest 
         Payment Date falling in February 2005 the Margin will be plus 4.4625   
         per cent. per annum with no further adjustments applicable thereto     
         (including, without limitation, any adjustments in respect of Scaling  
         Factors); and

    (ii) thereafter the Margin shall be plus 6.0375 per cent. per annum with no 
         further adjustments applicable thereto (including, without limitation, 
         any adjustments in respect of Scaling Factors).

(f) The terms of the Jazztel Confirmation shall be amended save that:

   (iii) as from, and including, the Floating Rate Payer A Period End Date      
         falling in August 2001 to, but excluding, the Heating Rate Payer A     
         Period End Date falling in 2005 the Spread shall be plus 4.4625 per    
         cent. per annum with no further adjustments applicable thereto         
         (including, without limitation, any adjustments in respect of Scaling  
         Factors); and

   (iv)  thereafter the Spread shall be plus 6.0375 per cent. per annum with no 
         further adjustments applicable thereto (including, without limitation, 
         any adjustments in respect of Scaling Factors),

as each of such terms are defined in accordance with the Jazztel Confirmation.

(g) In accordance with the Resolutions, subject to the requirement set out in   
    the proviso below, the terms and conditions of the Notes, and Jazztel       
    Confirmation and the UPC Confirmation shall be modified and construed in    
    accordance with the Resolutions without any further action or amendment.

(h) Together these resolutions set out in (a) to (g) inclusive, the 
    'Resolutions'.

AND THE UNDERSIGNED PARTIES FURTHER RESOLVE AND AGREE THAT the modifications and
constructions of the terms and conditions of the Notes, the Jazztel Confirmation
and the UPC Confirmation and the matters referred to in the Resolutions set out 
in (a) to (g) above shall take effect upon, without any further action or 
amendment to the documents in respect of the Notes, the Jazztel Confirmation and
the UPC Confirmation, and subject to, the signature of all persons to these 
Written Resolutions.

PROVIDED THAT the Resolutions shall take effect only if agreed to by the 
Noteholder set out below on or before 3 October 2001.

There may be several signed copies of these Written Resolutions. There is 
intended to be a single set of Written Resolutions and each signed copy is a 
counterpart of that single set of Written Resolutions.

A person who is not a signatory to these Written Resolutions has no rights under
the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these 
Written Resolutions.  The limited recourse and enforcement provisions set out in
Conditions 4(c) and 11 and Clause 7 of the Supplemental Trust Deed shall apply 
mutatis mutandis as if set out in full herein. These Written Resolutions shall 
be governed by, and construed in accordance with, the laws of England.

Noteholder: MORGAN STANLEY & CO. INTERNATIONAL LIMITED, in its capacity as 
custodian for BANC INTERNACIONAL d'ANDORRA


                                                

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