UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK

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In re                                     :
                                          :     Chapter 11
United Pan-Europe Communications N.V.,    :
                                          :     Case No. 02-16020 (BRL)
                               Debtor.    :
                                          :
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            FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER UNDER
           SECTION 1129 OF THE BANKRUPTCY CODE AND RULE 3020 OF THE
                  BANKRUPTCY RULES CONFIRMING SECOND AMENDED
            CHAPTER 11 PLAN OF REORGANIZATION JOINTLY PROPOSED BY
     UNITED PAN-EUROPE COMMUNICATIONS N.V. AND NEW UPC, INC. AS MODIFIED
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          Upon the Court's review of the Plan, the Disclosure Statement, the
Disclosure Statement Order, the Solicitation Affidavits, the Tabulation
Affidavits, the Confirmation Memorandum (each as defined below); and upon (i)
all of the evidence proffered or adduced at, the objections filed in connection
with, and the arguments of counsel made at, the Confirmation Hearing and (ii)
the entire record of the Chapter 11 Case; and after due deliberation thereon and
good cause appearing therefor:

                    FINDINGS OF FACT AND CONCLUSIONS OF LAW(1)

          IT IS HEREBY FOUND AND DETERMINED THAT:

          A. On December 3, 2002, United Pan-Europe Communications N.V., the
above-captioned debtor and debtor in possession (the "Debtor"), together with
New UPC, Inc., a Delaware corporation ("New UPC"), jointly filed a
reorganization plan for the Debtor under Chapter 11 of title 11 of the United
States Code (the "Bankruptcy Code") [Docket No. 24] (the

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(1)  Findings of fact shall be construed as conclusions of law and conclusions
     of law shall be construed as findings of fact where appropriate. See
     Fed. R. Bankr. P. 7052.


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"Initial Plan") and related disclosure statement [Docket No. 25] (the "Initial
Disclosure Statement").

          B. On December 3, 2002, the United States Bankruptcy Court for the
Southern District of New York (the "Court") entered an order [Docket No. 34]
(the "Disclosure Statement Hearing Order") (i) scheduling a hearing (the
"Disclosure Statement Hearing") to (x) consider the adequacy of the Initial
Disclosure Statement and (y) approve the procedures with respect to the
solicitation and tabulation of votes to accept or reject the Initial Plan, (ii)
approving the form of notice of the Disclosure Statement Hearing (the
"Disclosure Statement Hearing Notice"), and (iii) establishing objection
deadlines and procedures for objections to the Initial Disclosure Statement and
the solicitation and tabulation procedures.

          C. The Disclosure Statement Hearing Notice was (a) served upon all
parties specified in the Disclosure Statement Hearing Order, as set forth in the
(i) affidavit of Harriet E. Cohen of White & Case LLP, sworn to December 6, 2002
[Docket No. 56], (ii) affidavit of Jane Sullivan of Innisfree M&A Incorporated
("Innisfree"), sworn to December 20, 2002 [Docket No. 76] and (iii) affidavit of
Cassandra Murray of Bankruptcy Services LLC ("BSI"), sworn to December 11, 2002
[Docket No. 65], and (b) published in each of (i) the U.S. and international
editions of The Wall Street Journal on December 16, 2002 and December 17, 2002,
respectively, as set forth in the affidavits of Bridgette Trykoski, sworn to
December 16, 2002 and December 17, 2002 [Docket Nos. 93 and 94, respectively]
and (ii) a Luxembourg newspaper, the Luxemburger Wort, and two Dutch newspapers
of general circulation, Het Financieele Dagblad and NRC Handelblad, on December
16, 2002, as set forth in the affidavits of Paul C. Mesches, sworn to December
23, 2002 [Docket Nos. 95, 96 and 97, respectively].


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          D. On December 23, 2002, the Debtor and New UPC jointly filed an
amended reorganization plan for the Debtor [Docket No. 80] and related amended
disclosure statement [Docket No. 81].

          E. Following the Disclosure Statement Hearing on January 7, 2003, the
Court entered an order, among other things, (i) approving (x) the adequacy of
the Disclosure Statement (as defined below) and (y) the solicitation and
tabulation procedures, (ii) establishing a record date for mailing of
solicitation materials and voting on the Debtor's reorganization plan, (iii)
establishing a voting deadline, (iv) scheduling, and approving the form and
manner of notice (the "Confirmation Hearing Notice") of, a hearing to confirm
the Debtor's reorganization plan, and (v) establishing a deadline and procedures
for objections to confirmation of the Debtor's reorganization plan [Docket No.
129] (the "Disclosure Statement Order").

          F. On January 9, 2003, the Debtor and New UPC jointly filed the Second
Amended Chapter 11 Plan of Reorganization Jointly Proposed by United Pan-Europe
Communications N.V. and New UPC, Inc. [Docket No. 145] ( the "Second Amended
Plan") and the Second Amended Disclosure Statement with Respect to Second
Amended Chapter 11 Plan of Reorganization Jointly Proposed by United Pan-Europe
Communications N.V. and New UPC, Inc. [Docket No. 141] (as amended, modified, or
supplemented from time to time and including all exhibits and schedules thereto,
the "Disclosure Statement").

          G. The appropriate Solicitation Materials and Non-Voting Notices (each
as defined in the Disclosure Statement Order) were distributed, as applicable,
to (i) the United States Trustee (excluding ballots) and (ii) all Holders of
Claims against, and Equity Interests in, the Debtor in accordance with Fed. R.
Bankr. P. 3017(d) and the Disclosure Statement Order, as set forth in (i) the
affidavit of Jane Sullivan of Innisfree, sworn to February 3, 2003 [Docket No.


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203] (the "Innisfree Affidavit") and (ii) the affidavit of Cassandra Murray of
BSI, sworn to January 17, 2003 [Docket No. 165] (the "BSI Affidavit", and
together with the Innisfree Affidavit, the "Solicitation Affidavits").

          H. The Confirmation Hearing Notice was published once in each of (i)
the global edition of The Wall Street Journal on January 16, 2003, as set forth
in the affidavit of Anne Nichols, sworn to January 16, 2002 [Docket No. 2002]
and (ii) two Dutch newspapers of general circulation, Het Financieele Dagblad
and NRC Handelblad, and a Luxembourg newspaper, the Luxemburger Wort, on January
16, 2002, as set forth in the affidavits of Paul C. Mesches, sworn to January
31, 2003 [Dockets Nos. 199, 200 and 201].

          I. On February 18, 2003, the Debtor filed the (a) Certification of
Jane Sullivan With Respect to the Tabulation of Votes on the Second Amended
Chapter 11 Plan of Reorganization, sworn to February 18, 2003 [Docket No. 236]
and (b) Affidavit of Cassandra Murray Certifying the Ballots Accepting or
Rejecting the Second Amended Chapter 11 Plan of Reorganization Jointly Proposed
by United Pan-Europe Communications N.V. and New UPC, Inc., sworn to January 7,
2003, sworn to February 18, 2003 [Docket No. 239] (together, the "Tabulation
Affidavits"), certifying the results of the ballot and master ballot tabulation
for the Classes of Claims and Equity Interests voting to accept or reject the
Second Amended Plan.

          J. On February 19, 2003, the Debtor filed and served the First
Modifications to the Second Amended Plan [Docket No. 249] (the "Modifications")
(the Second Amended Plan as amended by the Modifications shall hereinafter be
referred to as the "Plan"). All capitalized terms contained and not otherwise
defined herein shall have the meanings ascribed to such terms in the Plan.


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          K. On February 19, 2003, the Debtor filed a memorandum of law [Docket
No. 251] (the "Confirmation Memorandum") in support of confirmation of the Plan.

          L. Pursuant to Section 1128(a) of the Bankruptcy Code, the Court held
a hearing on February 20, 2003 (the "Confirmation Hearing") to consider
confirmation of the Plan

          M. Jurisdiction; Venue; Core Proceeding (28 U.S.C. ss.ss. 157,
1334(a), 1408 and 1409). This Court has jurisdiction over the Chapter 11 Case
pursuant to 28 U.S.C. ss.ss. 157 and 1334. Venue is proper before this Court
pursuant to 28 U.S.C. ss.ss. 1408 and 1409. Confirmation of the Plan is a core
proceeding under 28 U.S.C. ss. 157(b)(2).

          N. Judicial Notice. This Court takes judicial notice of the docket of
the Chapter 11 Case maintained by the Clerk of the Court and/or its duly
appointed agent, including, without limitation, all pleadings and other
documents filed, all orders entered, and all evidence and arguments made,
proffered or adduced at, the hearings held before the Court during the pendency
of the Chapter 11 Case, including, without limitation, the hearing to consider
the adequacy of the Disclosure Statement and the entry of the Disclosure
Statement Order.

          O. Transmittal and Mailing Of Materials; Notice. The Solicitation
Materials and Non-Voting Notices were transmitted and served in compliance with
the Disclosure Statement Order and Rules 3017(c) and (d) of the Federal Rules of
Bankruptcy Procedure (the "Bankruptcy Rules"), and such transmittal and service
was adequate and sufficient. Adequate and sufficient notice of the Confirmation
Hearing and the other dates and hearings described in the Disclosure Statement
Order was given in compliance with Bankruptcy Rules 2002(b) and (d) and the
Disclosure Statement Order, and no other or further notice is or shall be
required.

          P. Good Faith Solicitation (11 U.S.C. ss. 1125(e)). Based upon the
record before the Court, the Debtor and New UPC have solicited votes on the Plan
in good faith and in


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compliance with the applicable provisions of the Bankruptcy Code and are
entitled to the protections afforded by Section 1125(e) of the Bankruptcy Code
and the provisions set forth in Sections 12.3 and 12.6 of the Plan.

          Q. Tabulation Affidavits. The Tabulation Affidavits provided by
Innisfree and BSI satisfy the requirements of Bankruptcy Rule 3018 and Local
Bankruptcy Rule 3018-1(a), as modified by previous order of this Court.

          R. Acceptance Of The Plan. The Plan has been accepted by Classes 4, 5,
6, 7, 8 and 9 in accordance with Section 1126 of the Bankruptcy Code and
consistent with Bankruptcy Rule 3018 and the Disclosure Statement Order.

          S. Plan Compliance With The Applicable Provisions Of The Bankruptcy
Code (11 U.S.C. ss. 1129(a)(1)). As set forth below, the Plan complies with the
applicable provisions of the Bankruptcy Code, thereby satisfying Section
1129(a)(1) of the Bankruptcy Code.

               (a) Proper Classification Of Claims And Equity Interests (11
U.S.C. ss.ss. 1122, 1123(a)(1)). Except for Administrative Claims and Priority
Tax Claims, which need not be designated pursuant to Section 1123(a)(1) of the
Bankruptcy Code, the Plan designates ten (10) Classes of Claims, Equity
Interests and Old Other Equity Interests. The Claims, Equity Interests and Old
Other Equity Interests placed in each Class are substantially similar to the
other Claims, Equity Interests or Old Other Equity Interests, as the case may
be, in such Class. Valid reasons exist for separately classifying the various
Classes of Claims, Equity Interests and Old Other Equity Interests created under
the Plan. Thus, the Plan satisfies Sections 1122 and 1123(a)(1) of the
Bankruptcy Code.


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               (b) Specification Of Unimpaired Classes (11 U.S.C. ss.
1123(a)(2)). Sections 4.3, 4.4 and 4.5 of the Plan specify Classes 1, 2 and 3,
respectively, as unimpaired under the Plan, thereby satisfying Section
1123(a)(2) of the Bankruptcy Code.

               (c) Specification Of Treatment Of Impaired Classes (11 U.S.C. ss.
1123(a)(3)). Sections 4.6 through 4.12 of the Plan designate Classes 4, 5, 6, 7,
8, 9 and 10, respectively, as impaired and set forth the treatment of the
Claims, Equity Interests and Old Other Equity Interests in those Classes,
thereby satisfying Section 1123(a)(3) of the Bankruptcy Code.

               (d) Equal Treatment Within Classes (11 U.S.C. ss. 1123(a)(4)).
The Plan provides for the same treatment by the Debtor for each Claim, Equity
Interest and Old Other Equity Interest in a particular Class unless the Holder
of a particular Claim, Equity Interest or Old Other Equity Interest in such
Class has agreed to a less favorable treatment of its Claim, Equity Interest or
Old Other Equity Interest, as applicable, thereby satisfying Section 1123(a)(4)
of the Bankruptcy Code.

               (e) Implementation Of Plan (11 U.S.C. ss. 1123(a)(5)). The Plan
provides adequate and proper means for implementation of the Plan (including,
without limitation, in Article IX of the Plan), thereby satisfying Section
1123(a)(5) of the Bankruptcy Code.

               (f) Nonvoting Equity Securities (11 U.S.C. ss. 1123(a)(6)).
Section 9.4(a) of the Plan provides that the Amended and Restated UPC Articles
of Association shall include a provision prohibiting the issuance of nonvoting
equity securities, thereby satisfying Section 1123(a)(6) of the Bankruptcy Code.


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               (g) Selection Of Directors (11 U.S.C. ss. 1123(a)(7)). The
provisions of the Plan and the Amended and Restated UPC Articles of Association
regarding the manner of selection of managing directors and officers of the
Reorganized Debtor are consistent with the interests of Holders of Claims and
Equity Interests and with public policy, thereby satisfying Section 1123(a)(7)
of the Bankruptcy Code.

               (h) Impairment Of Classes (11 U.S.C. ss. 1123(b)(1)). In
accordance with Section 1123(b)(1) of the Bankruptcy Code, Article IV of the
Plan impairs and leaves unimpaired, as the case may be, each Class of Claims and
Equity Interests under the Plan.

               (i) Assumption Of Executory Contracts And Unexpired Leases (11
U.S.C. ss. 1123(b)(2)). In accordance with Section 1123(b)(2) of the Bankruptcy
Code, Section 7.1 of the Plan provides that, on the Effective Date, all of the
executory contracts and unexpired leases that exist between the Debtor and any
Person which (i) have not expired or terminated pursuant to their own terms,
(ii) have not previously been assumed, assumed and assigned, or rejected
pursuant to an order of the Bankruptcy Court on or prior to the Confirmation
Date or (iii) are not the subject of pending motions to assume, assume and
assign, or reject as of the Confirmation Date, will be (x) deemed assumed if
listed on the Schedule of Assumed Contracts or (y) deemed rejected if listed on
the Schedule of Rejected Contracts; provided, however, that any executory
contracts or unexpired leases which are omitted from both the Schedule of
Assumed Contracts and the Schedule of Rejected Contracts are assumed as of the
Effective Date, all in accordance with the provisions and requirements of
Section 365 of the Bankruptcy Code. The Debtor's decision regarding the
assumption or rejection of its executory contracts and unexpired leases is based
on, and is within, the sound business judgment of the Debtor, and is in the best
interests of the Debtor, its Estate and Holders of Claims and Equity Interests.


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               (j) Retention, Enforcement And Settlement Of Claims Held By The
Debtor (11 U.S.C. ss. 1123(b)(3)). In accordance with Section 1123(b)(3) of the
Bankruptcy Code, Section 9.20 of the Plan provides that, except as otherwise
provided in the Plan, all Causes of Action, other than Avoidance Actions, shall
automatically be retained and preserved and will revest in the Reorganized
Debtor or its successors or assigns. Section 9.20 further provides that the
Reorganized Debtor (as a representative of the Estate) or its successors or
assigns shall retain and have the exclusive right to enforce and prosecute such
Causes of Action against any Person, that arose before the Effective Date, other
than those expressly released or compromised as part of or pursuant to the Plan.

               (k) Other Provisions Not Inconsistent With Title 11 (11 U.S.C.
ss. 1123(b)(6)). In accordance with Section 1123(b)(6) of the Bankruptcy Code,
the Plan includes additional appropriate provisions that are not inconsistent
with the applicable provisions of the Bankruptcy Code.

          T.   IPO Claims.

               (a) Before the Debtor filed its petition, one or more of its
shareholders brought a putative class action lawsuit against the Debtor and
against certain of its principals and underwriters regarding the Debtor's
offerings of its Ordinary Shares A in the form of American Depository Receipts
in the United States. This case was brought in the Southern District of New York
and is titled In re United Pan-Europe Communications N.V. Initial Public
Offering Securities Litigation, Case No. 01 Civ. 10744 (SAS). This case is being
administered on a coordinated basis with more than 300 other cases under a
single caption, i.e., In re Initial Public Offering Securities Litigation, Case
No. 21-MC 92 (SAS), and is referred to herein as the "IPO Litigation".


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               (b) All of the claims stated against the Debtor in the IPO
Litigation are for damages arising from the purchase or sale of UPC's Ordinary
Shares A and, therefore, have the same priority as the holders of the Ordinary
Shares A in the Chapter 11 Case, pursuant to Section 510(b) of the Bankruptcy
Code.

               (c) Negotiations are ongoing regarding a settlement between the
IPO Plaintiffs (as defined below) and certain of the defendants in the IPO
Litigation, including the Debtor, and a settlement with respect to these
defendants is being contemplated.

               (d) One of the principal reasons for the agreement between the
Debtor and the IPO Plaintiffs reflected herein is to facilitate the Debtor's
participation in the contemplated settlement.

          U. Plan Proponents' Compliance With The Applicable Provisions Of The
Bankruptcy Code (11 U.S.C. ss. 1129(a)(2)). The Debtor and New UPC have complied
with the applicable provisions of the Bankruptcy Code, thereby satisfying
Section 1129(a)(2) of the Bankruptcy Code. Specifically:

               (a) the Debtor is a proper debtor under Section 109 of the
Bankruptcy Code;

               (b) the Debtor and New UPC have complied with all applicable
provisions of the Bankruptcy Code, except as otherwise provided or permitted by
orders of the Court; and

               (c) the Debtor and New UPC have complied with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Disclosure
Statement Order in transmitting the Solicitation Materials and in soliciting and
tabulating votes on the Plan.


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          V. Plan Proposed In Good Faith (11 U.S.C.ss. 1129(a)(3)). The Plan is
the result of extensive arms-length negotiations among, inter alia, the Debtor,
UGC and the Participating Noteholders to restructure the Debtor's balance sheet.
Such a result is consistent with the objectives of the Bankruptcy Code.
Accordingly, the Debtor and New UPC have proposed the Plan in good faith and not
by any means forbidden by law, thereby satisfying Section 1129(a)(3) of the
Bankruptcy Code.

          W. Payments For Services Or Costs And Expenses (11 U.S.C. ss.
1129(a)(4)). Any payment made or to be made by the Debtor for services or for
costs and expenses in or in connection with the Chapter 11 Case, or in
connection with the Plan and incident to the Chapter 11 Case, has been approved
by, or is subject to the approval of, this Court as reasonable, thereby
satisfying Section 1129(a)(4) of the Bankruptcy Code.

          X. Directors And Insiders (11 U.S.C. ss. 1129(a)(5)). The Debtor and
New UPC have complied with Section 1129(a)(5) of the Bankruptcy Code. The names
and affiliations of each proposed officer and Board of Management member for the
Reorganized Debtor and the names and affiliations of each proposed officer and
director of New UPC were disclosed to the Court in writing prior to the
Confirmation Hearing. The appointment to, or continuation in, such office of
each such individual is consistent with the interests of creditors and equity
security holders, and with public policy.

          Y. Prior to the Confirmation Hearing, the Debtor and New UPC disclosed
to the Court the identity of, and the nature of any compensation for, any
insider to be employed or retained by the Reorganized Debtor.


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          Z. No Rate Changes (11 U.S.C. ss. 1129(a)(6)). The Plan does not
provide for any change in rates over which a governmental regulatory commission
has jurisdiction. Thus, Section 1129(a)(6) of the Bankruptcy Code is not
applicable in the Chapter 11 Case.

          AA. Best Interests Of Creditors Test (11 U.S.C. ss. 1129(a)(7)). The
Plan satisfies Section 1129(a)(7) of the Bankruptcy Code. The liquidation
analysis contained in the Disclosure Statement and any other evidence proffered
or adduced at the Confirmation Hearing establish that each Holder of a Claim or
Equity Interest in an impaired Class either (i) has accepted the Plan or (ii)
will receive or retain under the Plan, on account of such Claim or Equity
Interest, property of a value, as of the Effective Date, that is not less than
the amount that it would receive if the Debtor were liquidated under Chapter 7
of the Bankruptcy Code.

          BB. Acceptance By Certain Classes (11 U.S.C. ss. 1129(a)(8)). Classes
1, 2, and 3 are Classes of Unimpaired Claims that are conclusively presumed to
have accepted the Plan under Section 1126(f) of the Bankruptcy Code. Classes 4
through 9 are Classes of Claims or Equity Interests that have voted to accept
the Plan in accordance with Sections 1126(c) and (d) of the Bankruptcy Code.
Holders in Class 10 are not entitled to receive or retain any property on
account of their Old Other Equity Interests and, accordingly, Class 10 is deemed
to have rejected the Plan under Section 1126(g) of the Bankruptcy Code. The
Debtor and New UPC, as proponents of the Plan, thus have requested that the
Court confirm the Plan notwithstanding that the requirements of Section
1129(a)(8) of the Bankruptcy Code have not been satisfied.

          CC. Treatment Of Priority Claims (11 U.S.C. ss. 1129(a)(9)). The
treatment of Administrative Claims under Sections 2.2(a) and (b) of the Plan
satisfies the requirements of Section 1129(a)(9)(A) of the Bankruptcy Code, the
treatment of Classified Priority Claims under Section 4.4 of the Plan satisfies
the requirements of Section 1129(a)(9)(B) of the Bankruptcy


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Code and the treatment of Priority Tax Claims under Section 2.3 of the Plan
satisfies the requirements of Section 1129(a)(9)(C) of the Bankruptcy Code.

          DD. Acceptance Of At Least One Impaired Class (11 U.S.C. ss.
1129(a)(10)). At least one Class of Claims that is impaired under the Plan has
accepted the Plan, determined without including any acceptance of the Plan by
any insider. Accordingly, the Plan satisfies Section 1129(a)(10) of the
Bankruptcy Code.

          EE. Feasibility (11 U.S.C. ss. 1129(a)(11)). The Plan satisfies
Section 1129(a)(11) of the Bankruptcy Code because confirmation of the Plan is
not likely to be followed by the liquidation or the need for further financial
reorganization of the Reorganized Debtor. The Plan is found and determined to be
feasible.

          FF. Payment Of Certain Fees (11 U.S.C. ss. 1129(a)(12)). All fees
payable on or before the Effective Date under 28 U.S.C. ss. 1930 either have
been paid or will be paid on or before the Effective Date pursuant to Sections
2.2 and 14.8 of the Plan. Accordingly, the Plan satisfies Section 1129(a)(12) of
the Bankruptcy Code.

          GG. Continuation Of Retiree Benefits (11 U.S.C. ss. 1129(a)(13)).
Section 7.8 of the Plan provides that, notwithstanding anything to the contrary
contained in the Plan, nothing in the Plan shall adversely affect the payment of
any "retiree benefits" (as such term is defined in Section 1114(a) of the
Bankruptcy Code) to the extent required by Section 1129(a)(13) of the Bankruptcy
Code. Thus, the Plan satisfies Section 1129(a)(13) of the Bankruptcy Code.

          HH. No Unfair Discrimination; Fair And Equitable (11 U.S.C. ss.
1129(b)). The Old Other Equity Interests in Class 10 are dissimilar from any
other Claims or Equity Interests classified in the Plan. Accordingly, Class 10
is properly classified and the Plan does not


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discriminate unfairly with respect to Class 10. Additionally, there are no
Classes junior to Class 10 and, therefore, Section 1129(b)(2)(C)(ii) of the
Bankruptcy Code is satisfied as to Class 10.

          II. Based on the foregoing, the Plan does not discriminate unfairly
and is fair and equitable with respect to each Class that is Impaired under, and
has not accepted, the Plan. Accordingly, the Plan may be confirmed
notwithstanding the failure to satisfy Section 1129(a)(8) of the Bankruptcy Code
with respect to Class 10.

          JJ. No Other Plan. No other plan has been proposed by any party in
interest in the Chapter 11 Case.

          KK. Principal Purpose. The principal purpose of the Plan is neither
the avoidance of taxes nor the avoidance of Section 5 of the Securities Act of
1933 (15 U.S.C. ss. 77e et seq.), and no governmental unit has objected to the
confirmation of the Plan on any such grounds. The Plan, therefore, satisfies the
requirements of Section 1129(d) of the Bankruptcy Code.

          LL. Rule 3016(a) Of The Bankruptcy Rules. The Plan is dated and
identified with the names of both the Debtor and New UPC, thereby satisfying
Bankruptcy Rule 3016(a).

          MM. Modifications to Plan. Prior to or at the Confirmation Hearing, in
accordance with Section 1127 of the Bankruptcy Code and Rule 3019 of the
Bankruptcy Rules, the Debtor proposed the Modifications. The Debtor's form and
manner of notice of the Modifications was appropriate under the circumstances
and no other or further notice of the Modifications is or shall be required.

          NN. The Modifications do not adversely change the treatment of any
Claim or Equity Interest. Accordingly, pursuant to Rule 3019 of the Bankruptcy
Rules, the Modifications do not require additional disclosure under Section 1125
of the Bankruptcy Code or the


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resolicitation of acceptances or rejections under Section 1126 of the Bankruptcy
Code, nor do they require that Holders of Claims or Equity Interests be afforded
an opportunity to change previously cast acceptances or rejections of the Plan.

          OO. Tax Provisions. The (i) issuance and/or transfer of the New UPC
Common Stock, New UPC Equity Purchase Rights (and the New UPC Common Stock to be
issued upon the exercise of the New UPC Equity Purchase Rights), Belmarken
Notes, UPC Notes, UPC Preference Shares A, UPC Priority Shares, UPC Ordinary
Shares A and UPC Ordinary Shares C or any other securities, instruments or
documents, (ii) the execution, delivery, filing or recording of any mortgage,
deed, bill of sale, leasehold mortgage, deed of trust, assignment, security
agreement, lien, financing statement, negative pledge or other security
interest, or (iii) the making or assignment of any lease or sublease or the
making or delivery of any deed or other instrument of transfer by the Debtor in
connection with consummation of the Plan shall be, and hereby is, "under a plan
confirmed under section 1129 of [the Bankruptcy Code]" within the meaning of
that phrase in Section 1146(c) of the Bankruptcy Code.

          PP. Exemption From Securities Laws. New UPC is an affiliate of the
Debtor participating in a joint plan with the Debtor within the meaning of
Section 1145(a) of the Bankruptcy Code. The offer, issuance, distribution and
sale of the New UPC Common Stock and the New UPC Equity Purchase Rights (and the
New UPC Common Stock to be issued upon the exercise of the New UPC Equity
Purchase Rights) to the Holders of Allowed Claims and Allowed Equity Interests
is in exchange for such Holders' Claims against, and Equity Interests in, the
Debtor within the meaning of Section 1145(a)(1)(A) of the Bankruptcy Code, and
are therefore exempt from Section 5 of the Securities Act and any state or local
law requiring


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registration for the offer or sale of a security or registration or licensing of
an issuer or underwriter of, or a broker or dealer in, a security.

          QQ. Satisfaction Of Confirmation Requirements. The Plan satisfies all
the requirements for confirmation set forth in Section 1129 of the Bankruptcy
Code. The Debtor has obtained the requisite acceptances both in number and
amount for confirmation of the Plan as determined under Section 1126 and
required by Section 1129 of the Bankruptcy Code.

          RR. Conditions To Confirmation. All conditions to Confirmation set
forth in Section 11.1 of the Plan have been satisfied or duly waived.

          SS. Releases. The release provisions of Section 12.4 of the Plan, (a)
fall within the jurisdiction of this Court under 28 U.S.C. ss. 1334, (b) are
integral components of the Plan, (c) confer material benefits on the Debtor and
its Estate and (d) are in the best interests of the Debtor, its Estate and its
creditors and equity interest holders.

          TT. All parties released under the Plan have provided valuable
consideration to the Debtor and/or its Estate in exchange for such releases.

          UU. Based upon the foregoing and the record of the Confirmation
Hearing and the Chapter 11 Case, the releases provided for in Section 12.4 of
the Plan are consistent with the Bankruptcy Code.

          VV. Exculpation. The record of the Confirmation Hearing and the
Chapter 11 Case is sufficient to support the exculpation provisions provided for
in Section 12.3 of the Plan.

          WW. Retention Of Jurisdiction. The Bankruptcy Court may properly
retain jurisdiction over the matters set forth in Article XIII of the Plan and
paragraph 29 below.


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                                     DECREES


          NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, DECREED AND DETERMINED
THAT:

          1. Confirmation. The Plan is confirmed pursuant to Section 1129 of the
Bankruptcy Code.

          2. Findings And Conclusions Of Court. The findings, determinations,
order, judgments and decrees set forth herein constitute this Court's findings
of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable
to this proceeding pursuant to Bankruptcy Rule 9014.

          3. Exhibits And Documents. All exhibits to the Plan and documents and
agreements made part of the evidentiary hearing by the Debtor at the
Confirmation Hearing (including all exhibits and attachments thereto), and the
execution, delivery and performance thereof by the Debtor substantially in
accordance with their respective terms, are hereby approved.

          4. Objections Overruled. To the extent that any objections to
confirmation of the Plan have not been withdrawn, waived or settled prior to
entry of this Order or are not cured by the relief granted herein, all such
objections are hereby overruled.

          5. General Authorizations. Pursuant to Section 1142(b) of the
Bankruptcy Code, (i) the Debtor, (ii) the Reorganized Debtor, (iii) New UPC and
(iv) all other necessary parties are authorized and empowered to (x) execute and
deliver any instrument, agreement or document and (y) perform any act that is
necessary or desirable to comply with the terms and conditions of the Plan and
the consummation of the Plan, and are authorized and empowered, without
limitation, to take all actions necessary or appropriate to enter into,
implement, and


                                       17


<PAGE>


consummate the contracts, instruments, and other agreements or documents created
in connection with the Plan.

          6. Approval of Agreements. Subject to any relevant approvals at the
Extraordinary General Meeting, Confirmation shall constitute approval of all
other agreements and transactions contemplated by the Plan.

          7. Additional Modifications. After entry of this Confirmation Order,
the Debtor and New UPC may, upon order of the Court, amend or modify the Plan,
in accordance with Section 1127(b) of the Bankruptcy Code, or remedy any defect
or omission or reconcile any inconsistency in the Plan in such manner as may be
necessary to carry out the purpose and intent of the Plan, provided that neither
the Debtor nor New UPC may modify the Plan without the consent of the other or,
to the extent required in Section 5.3(b) of the Restructuring Agreement, the
consent of a Majority-in-Interest of the Participating Noteholders.

          8. Authorizations Under Applicable Law. In order to facilitate
implementation of the Plan, subject to any requirements of Dutch law, the Debtor
and the Reorganized Debtor are authorized, without any further corporate action,
to execute and deliver all agreements, documents and instruments (and all
exhibits, schedules and annexes thereto) contemplated by the Restructuring and
to take such other action as is necessary or appropriate to effectuate the
transactions contemplated by the Restructuring, including, without limitation,
the consummation of the Akkoord and the Dutch Implementing Offer.

          9. Provisions Of Plan and Order Nonseverable And Mutually Dependent.
The provisions of the Plan and this Confirmation Order, including the findings
of fact and conclusions of law set forth herein, are nonseverable and mutually
dependent.


                                       18


<PAGE>


          10. Disbursing Agent. The Reorganized Debtor is authorized and
empowered to retain, without further order of the Court, Mellon Investor
Services LLC as the Reorganized Debtor's Disbursing Agent with respect to
Distributions to the Holders of Allowed Claims and Allowed Equity Interests.

          11. Plan Classification Controlling. The classification of Claims and
Equity Interests for purposes of the Distributions to be made under the Plan
shall be governed solely by the terms of the Plan. The classification and
amounts of Claims and Equity Interests, if any, set forth in the Plan or on the
Ballots tendered to or returned by the Holders of Claims or Equity Interests in
connection with voting on the Plan (i) were set forth on the Ballots solely for
purposes of voting to accept or reject the Plan and (ii) do not necessarily
represent, and in no event shall be deemed to modify or otherwise affect, the
actual amount or classification of such Claims or Equity Interests under the
Plan for distribution purposes.

          12. Aggregate Amounts of Belmarken Notes Claims And UPC Notes Claims.
In accordance with Article IV of the Plan, the Belmarken Notes Claims shall be
deemed Allowed in the aggregate amount of $937,482,330.51 and the UPC Notes
Claims shall be deemed Allowed in the aggregate amount of $4,688,233,885.90.

          13. Discharge Of Debtor. (a) To the fullest extent permitted by
applicable law (including, without limitation, Section 105 of the Bankruptcy
Code), and except as otherwise provided in the Plan or this Order, all property
distributed under the Plan shall be in consideration for, and in complete
satisfaction, settlement, discharge and release of, all Claims of any nature
whatsoever against, Equity Interests in, or Old Other Equity Interests in, the
Debtor, the Reorganized Debtor, the Estate or any of their assets or properties
and, regardless of whether any property shall have been distributed or retained
pursuant to the Plan on account of such


                                       19


<PAGE>


Claims, Equity Interests or Old Other Equity Interests, upon the Effective Date,
except as otherwise set forth in the Plan, (i) the Debtor shall be deemed
discharged and released under Section 1141(d)(1)(A) of the Bankruptcy Code from
any and all Claims, including, but not limited to, demands and liabilities that
arose before the Confirmation Date, debts (as such term is defined in Section
101(12) of the Bankruptcy Code), Liens, security interests, and encumbrances of
and against all Property of the Estate, the Debtor and its Affiliates, that
arose before the Confirmation Date, including without limitation, all debts of
the kind specified in Sections 502(g), 502(h) or 502(i) of the Bankruptcy Code,
whether or not (x) such Claim has been Allowed pursuant to Section 502 of the
Bankruptcy Code, or (y) the Holder of such Claim has voted to accept the Plan
and (ii) all interests of the Holders of Equity Interests and, to the extent
permitted under applicable law, Old Other Equity Interests shall be terminated.

               (b) To the fullest extent permitted by applicable law (including,
without limitation, Section 105 of the Bankruptcy Code), and except as otherwise
provided in the Plan or this Order, as of the Confirmation Date, all Persons,
including, without limitation, all Holders of Claims, Equity Interests or Old
Other Equity Interests, shall be barred and enjoined from asserting against the
Debtor or the Reorganized Debtor, their successors or their property any other
or further Claims, debts, rights, Causes of Action, liabilities, Equity
Interests or Old Other Equity Interests relating to the Debtor based upon any
act, omission, transaction or other activity of any nature that occurred prior
to the Confirmation Date. In accordance with the foregoing, except as provided
in the Plan or this Order, this Order shall be a judicial determination of
discharge of all such Claims and other debts and liabilities against the Debtor
and termination of all Equity Interests and, to the extent permitted under
applicable law, Old Other Equity Interests, pursuant to Sections 524 and 1141 of
the Bankruptcy Code, and such


                                       20


<PAGE>


discharge and termination shall void any judgment obtained against the Debtor at
any time, to the extent that such judgment relates to a discharged Claim or
terminated Equity Interest or Old Other Equity Interest. In particular,
Confirmation shall permanently enjoin all Holders of Claims against, Equity
Interests in or Old Other Equity Interests in the Debtor and any other parties
in interest from taking any action whatsoever, whether within or outside of the
United States, that in any way is inconsistent with or contrary to the
classification and/or treatment of Claims, Equity Interests or Old Other Equity
Interests under the Plan, and all Holders are bound by the Plan; provided,
however, that nothing in the Plan shall enjoin a Holder of a Claim against the
Debtor from asserting its Claim in the Dutch Bankruptcy Case or asserting any
position therein with respect to the classification or treatment thereof.
Notwithstanding the foregoing, nothing in Section 12.1 of the Plan or this Order
shall affect the rights of New UPC with respect to any Belmarken Notes, UPC
Notes, UPC Preference Shares A, UPC Priority Shares or UPC Ordinary Shares A
transferred to it in accordance with the Plan.

          14. Exculpation. (a) None of UGC, UGC Holdings, the Debtor, the
Reorganized Debtor, New UPC, the Administrator, the Committee, any Participating
Noteholder, any Indenture Trustee, any Holder of UPC Notes, UPC Preference
Shares A, UPC Priority Shares or UPC Ordinary Shares A, or any of the
foregoing's respective current or former officers, directors, Subsidiaries,
Affiliates, members, managers, shareholders, partners, representatives,
employees, attorneys, financial advisors, accountants and agents, or any of
their respective successors and assigns, or any of their respective property,
shall have or incur any liability to any Holder of a Claim, an Equity Interest
or an Old Other Equity Interest, or any other party in interest, or any of their
respective officers, directors, Subsidiaries, Affiliates, members, managers,
shareholders, partners, representatives, employees, attorneys, financial
advisors and


                                       21


<PAGE>


agents, or any of their respective successors and assigns, and their respective
property, for any act or omission in connection with, relating to, or arising
out of, the Restructuring, the Moratorium Petition, the Chapter 11 Case, the
solicitation of acceptances of the Plan or the Akkoord, the pursuit of
Confirmation or the acceptance of the Akkoord, the consummation of the Plan or
the Akkoord, or the administration of the Plan or the Akkoord or the property to
be distributed under the Plan or the Akkoord, except (i) for their gross
negligence or willful misconduct, (ii) solely in the case of attorneys, to the
extent that such exculpation would violate any applicable professional
disciplinary rules, including Disciplinary Rule 6-102 of the Code of
Professional Conduct, (iii) solely in the case of UPC, New UPC, UGC or any
Participating Noteholder, for failure to comply with, or breach of such Person's
obligations under, the Plan, the Akkoord or the Restructuring Agreement, and
(iv) solely in the case of the Indenture Trustee, for failure to comply with, or
breach of such Person's obligations under, the Indentures, and in all respects
(x) UPC, New UPC, UGC and the Participating Noteholders shall be entitled to
reasonably rely upon the advice of counsel with respect to their duties and
responsibilities under the Plan, the Akkoord and the Restructuring Agreement and
(y) the Indenture Trustee shall be entitled to reasonably rely upon the advice
of counsel with respect to its duties and responsibilities under the Indentures.

               (b) Notwithstanding any other provision of the Plan or the
Akkoord, no holder of a Claim, Equity Interest or Old Other Equity Interest, no
other party in interest, none of their respective current or former officers,
directors, Subsidiaries, Affiliates, members, managers, shareholders, partners,
representatives, employees, attorneys, financial advisors, accountants and
agents, or any of their respective successors and assigns, and their respective
property, shall have any right of action, demand, suit or proceeding against
UGC, UGC Holdings, the Debtor, the


                                       22


<PAGE>


Reorganized Debtor, New UPC, the Administrator, each Participating Noteholder,
any Indenture Trustee, each Holder of UPC Notes, the Belmarken Notes, the UPC
Preference Shares A, the UPC Priority Shares or the UPC Ordinary Shares A and
each of the foregoing's respective current or former officers, directors,
Subsidiaries, Affiliates, members, managers, shareholders, partners,
representatives, employees, attorneys, financial advisors and agents, or any of
their respective successors and assigns, and their respective property, for any
act or omission in connection with, relating to, or arising out of, the
Restructuring, the Moratorium Petition, the Chapter 11 Case, the solicitation of
acceptances of the Plan or the Akkoord, the pursuit of Confirmation or the
acceptance of the Akkoord, the consummation of the Plan or the Akkoord, or the
administration of the Plan or the Akkoord or the property to be distributed
under the Plan or the Akkoord, except (i) for their gross negligence or willful
misconduct, (ii) solely in the case of attorneys, to the extent that such
exculpation would violate any applicable professional disciplinary rules,
including Disciplinary Rule 6-102 of the Code of Professional Conduct, (iii)
solely in the case of UPC, New UPC, UGC or any Participating Noteholder, for
failure to comply with, or breach of such Person's obligations under, the Plan,
the Akkoord or the Restructuring Agreement, and (iv) solely in the case of the
Indenture Trustee, for failure to comply with, or breach of such Person's
obligations under, the Indentures, and in all respects (x) UPC, New UPC, UGC and
the Participating Noteholders shall be entitled to reasonably rely upon the
advice of counsel with respect to their duties and responsibilities under the
Plan, the Akkoord and the Restructuring Agreement and (y) the Indenture Trustee
shall be entitled to reasonably rely upon the advice of counsel with respect to
its duties and responsibilities under the Indentures.


                                       23


<PAGE>


          15. Cancellation of Claims, Equity Interests and Old Other Equity
Interests. As of consummation of the Plan, all Claims against, and Equity
Interests in, the Debtor and, to the extent permitted under applicable law, all
Old Other Equity Interests shall be cancelled and all agreements, notes,
instruments, depositary shares, depositary receipts, indentures, certificates,
guaranties and any other documents evidencing or relating to such Claims, Equity
Interests and Old Other Equity Interests shall be cancelled and deemed
terminated, as permitted by Section 1123(a)(5)(F) of the Bankruptcy Code, and
the holders thereof shall have no rights and such notes, instruments, depositary
shares, depositary receipts, indentures, certificates, guaranties and other
documents shall evidence no rights, except the right to receive the
Distributions, if any, to be made to Holders of such Claims, Equity Interests or
Old Other Equity Interests under the Plan; provided, however, that,
notwithstanding the foregoing or anything else to the contrary contained in the
Plan or this Order, none of the Belmarken Notes, UPC Notes, UPC Preference
Shares A, UPC Priority Shares and UPC Ordinary Shares A shall be cancelled
pursuant to the Plan and such Claims and Equity Interests shall instead be dealt
with as provided in Section 9.2 of the Plan.

          16. Waiver Of Subordination Rights. Any Distributions under the Plan
shall be received and retained free of and from any obligations to hold or
transfer the same to any other Creditor and shall not be subject to levy,
garnishment, attachment or other legal process by any holder by reason of any
claimed contractual, legal or equitable subordination rights, and this Order
shall constitute an injunction enjoining any Person from enforcing or attempting
to enforce any contractual, legal or equitable subordination rights to Property
distributed under the Plan, in each case other than as provided in the Plan.


                                       24


<PAGE>


          17. Binding Effect. The provisions of the Plan shall be binding upon
and inure to the benefit of the Debtor, the Estate, the Reorganized Debtor, any
Holder of any Claim, Equity Interest or Old Other Equity Interest treated herein
or any Person named or referred to in the Plan, the Indenture Trustee and each
of their respective heirs, executors, administrators, representatives,
predecessors, successors, assigns, agents, officers and directors, and, to the
fullest extent permitted under the Bankruptcy Code and other applicable law,
each other Person affected by the Plan.

          18. Revesting Of Assets. Except as otherwise expressly provided in the
Plan or this Order, pursuant to Sections 1123(a)(5), 1123(b)(3) and 1141(b) of
the Bankruptcy Code, all Property comprising the Estate, including, but not
limited to, all Causes of Action shall automatically be retained and revest in
the Reorganized Debtor or its successors or assigns, free and clear of all
Claims, Liens, contractually-imposed restrictions, charges, encumbrances and
interests of Creditors and Equity Interest Holders on the Effective Date, with
all such Claims, Liens, contractually-imposed restrictions, charges,
encumbrances and interests being extinguished except as otherwise provided in
the Plan. As of the Effective Date, the Reorganized Debtor may operate its
business and use, acquire and dispose of Property and settle and compromise
Claims, Equity Interests or Old Other Equity Interests without the supervision
of this Court and free of any restrictions of the Bankruptcy Code or the
Bankruptcy Rules, other than those restrictions expressly imposed by the Plan,
the Akkoord, and this Order. Without limiting the foregoing, the Reorganized
Debtor may pay the charges it incurs for professional fees, disbursements,
expenses, or related support services incurred after the Effective Date without
any application to this Court.


                                       25


<PAGE>


          19. Injunction. Except as otherwise expressly provided in the Plan or
this Order and to the fullest extent authorized or provided by the Bankruptcy
Code, including Sections 524 and 1141 thereof, Confirmation shall, provided that
the Effective Date occurs, permanently enjoin all Persons that have held,
currently hold or may hold a Claim or other debt or liability that is discharged
or an Equity Interest, Old Other Equity Interest or other right of an equity
security Holder that is Impaired or terminated pursuant to the terms of the Plan
from taking any of the following actions against the Debtor, the Reorganized
Debtor or their property on account of any such discharged Claims, debts or
liabilities or such terminated Equity Interests, Old Other Equity Interests or
rights: (i) commencing, conducting or continuing in any manner, directly or
indirectly, any suit, action or other proceeding of any kind, (ii) enforcing,
levying, attaching, collecting or otherwise recovering in any manner or by any
means, whether directly or indirectly, any judgment, award, decree or order,
(iii) creating, perfecting or enforcing in any manner, directly or indirectly,
any Lien or encumbrance of any kind, (iv) asserting any setoff, offset, right of
subrogation or recoupment of any kind, directly or indirectly, against any debt,
liability or obligation due to the Debtor or the Reorganized Debtor, and/or (v)
proceeding in any manner in any place whatsoever, including employing any
process, that does not conform to or comply with or is inconsistent with the
provisions of the Plan.

     20.  Releases. (a) Effective on the date of this Confirmation Order, but
subject to the occurrence of the Effective Date, UGC, UGC Holdings, United
Europe, Inc., the Debtor, the Reorganized Debtor, New UPC, the Administrator,
each Participating Noteholder, any Indenture Trustee, each Holder of UPC Notes,
and each of the foregoing's respective current officers, directors, members,
managers, representatives, employees, attorneys, financial advisors and agents,
or any of their respective successors and assigns, and their respective
property, shall


                                       26


<PAGE>


be released from any and all claims, obligations, rights, causes of action,
choses in action, demands, suits, proceedings and liabilities which the Debtor
or any Holder of a Claim against, Equity Interest in, or Old Other Equity
Interest in, the Debtor may be entitled to assert, whether for fraud, tort,
contract, violations of applicable securities laws, or otherwise, whether known
or unknown, foreseen or unforeseen, existing or hereafter arising, contingent or
non-contingent, based in whole or in part upon any act, omission, transaction,
state of facts, circumstances or other occurrence or failure of an event to
occur, taking place before the date of this Confirmation Order and in any way
relating to the Debtor, the Reorganized Debtor, New UPC, the issuance, purchase
or sale of the Belmarken Notes, the UPC Notes, the UPC Preference Shares A, the
UPC Priority Shares or the UPC Ordinary Shares A, the Restructuring, the Chapter
11 Case, the Moratorium Petition, the Plan, or the Akkoord; provided, however,
that nothing herein shall release any Person from any claims, obligations,
rights, causes of action, choses in action, demands, suits, proceedings or
liabilities based upon any act or omission arising out of such Person's gross
negligence or willful misconduct; provided further that nothing herein shall
release (i) UPC, New UPC, UGC or any Participating Noteholder from any claims,
obligations, rights, causes of action, choses in action, demands, suits,
proceedings or liabilities based upon such Person's failure to comply with, or
breach of such Person's obligations under, the Plan, the Akkoord or the
Restructuring Agreement or (ii) the Indenture Trustee from any claims,
obligations, rights, causes of action, choses in action, demands, suits,
proceedings or liabilities based upon such Person's failure to comply with, or
breach of such Person's obligations under, the Indentures; provided further that
to the extent that, on the Effective Date, New UPC is the holder of any
Belmarken Notes, UPC Notes, UPC Preference Shares A, UPC Priority Shares or UPC
Ordinary Shares A, whether obtained through the Dutch Implementing Offer and the
Plan


                                       27


<PAGE>


or otherwise, the Claims and Equity Interests represented by such Belmarken
Notes, UPC Notes, UPC Preference Shares A, UPC Priority Shares and UPC Ordinary
Shares A held by New UPC will not be released, but will instead remain
outstanding.

               (b) Effective as of the date of this Confirmation Order, but
subject to the occurrence of the Effective Date, all holders of Belmarken Notes,
UPC Notes, UPC Preference Shares A, UPC Priority Shares and UPC Ordinary Shares
A shall be deemed to release, and shall be permanently enjoined from bringing,
maintaining, facilitating or assisting any action, demand, suit or proceeding
against the Debtor, the Reorganized Debtor, New UPC and their respective current
officers, directors, members, managers, representatives, employees, attorneys,
financial advisors and agents, or any of their respective successors and
assigns, and their respective property, in respect of any claims, obligations,
rights, causes of action, demands, suits, proceedings and liabilities related
to, or arising from, any and all claims or interests arising under, in
connection with, or related to the Belmarken Notes, the UPC Notes, the UPC
Preference Shares A, the UPC Priority Shares, the UPC Ordinary Shares A, or the
issuance, purchase, or sale thereof; provided that such release and injunction
shall not be binding on New UPC to the extent of New UPC's claims and interests
solely against UPC on account of any Belmarken Notes, UPC Notes, UPC Preference
Shares A, UPC Priority Shares or UPC Ordinary Shares A held by New UPC, whether
obtained through the Dutch Implementing Offer and the Plan or otherwise.

               (c) Nothing in the Plan shall effect a release in favor of any
released party from any liability arising under (i) the Internal Revenue Code,
or any state, city or municipal tax code, (ii) the environmental laws of the
United States, any state, city or municipality, or (iii) any criminal laws of
the United States, any state, city or municipality; nor


                                       28


<PAGE>


shall anything in the Plan enjoin the United States government or any state,
city or municipality, as applicable, from bringing any claim, suit, action or
other proceeding against any released party for any liability arising under (i)
the Internal Revenue Code, or any state, city or municipal tax code, (ii) the
environmental laws of the United States, any state, city or municipality, or
(iii) any criminal laws of the United States, any state, city or municipality;
provided, however, that this paragraph shall in no way affect or limit the
discharge granted to the Debtor under Chapter 11 of the Bankruptcy Code and
pursuant to Section 12.1 of the Plan.

               (d) Solely in the case of attorneys, nothing in the Plan shall
effect a release from any liability arising under any applicable professional
disciplinary rule, including Disciplinary Rule 6-102 of the Code of Professional
Conduct.

          21. Term of Injunctions or Stays. Unless otherwise provided in the
Plan or in this Order or a separate order of the Bankruptcy Court, all
injunctions or stays provided for in the Chapter 11 Case under Sections 105(a)
or 362 of the Bankruptcy Code, or otherwise, and in existence on the
Confirmation Date, shall remain in full force and effect until the Effective
Date.

          22. Assumed Contracts And Leases. On the Effective Date, all of the
executory contracts and unexpired leases that exist between the Debtor and any
Person which (i) have not expired or terminated pursuant to their own terms,
(ii) have not previously been assumed, assumed and assigned, or rejected
pursuant to an order of the Bankruptcy Court on or prior to the date of this
Confirmation Order or (ii) are not the subject of pending motions to assume,
assume and assign, or reject as of the date of this Confirmation Order, will be
(x) deemed assumed if listed on the Schedule of Assumed Contracts or (y) deemed
rejected if listed on the Schedule of Rejected Contracts; provided, however,
that any executory contracts or


                                       29


<PAGE>


unexpired leases which are omitted from both the Schedule of Assumed Contracts
and the Schedule of Rejected Contracts shall be deemed assumed as of the
Effective Date.

          23. Cure Of Defaults For Assumed Contracts And Leases. All undisputed
cure and any other monetary default payments required by Section 365(b)(1) of
the Bankruptcy Code under any assumed executory contract and unexpired lease
which is in default shall be satisfied by the Reorganized Debtor (to the extent
such obligations are enforceable under the Bankruptcy Code and applicable
non-bankruptcy law), pursuant to Section 365(b)(1) of the Bankruptcy Code, at
the option of the Reorganized Debtor: (i) by payment of such undisputed cure
amount, without interest, in Cash within sixty (60) days following the Effective
Date; (ii) by payment of such other amount as ordered by the Bankruptcy Court;
or (iii) on such other terms as may be agreed to by the parties to such
executory contract or unexpired lease. In the event of a dispute, payment of the
amount otherwise payable hereunder shall be made without interest, in Cash (i)
on or before the later of sixty (60) days following the Effective Date or thirty
(30) days following entry of a Final Order liquidating and allowing any disputed
amount or (ii) on such other terms as may be agreed to by the parties to such
executory contract or unexpired lease.

          24. Exemption From Certain Taxes. Pursuant to Section 1146(c) of the
Bankruptcy Code, (i) the issuance and/or transfer of the New UPC Common Stock,
New UPC Equity Purchase Rights (and the New UPC Common Stock to be issued upon
the exercise of the New UPC Equity Purchase Rights), Belmarken Notes, UPC Notes,
UPC Preference Shares A, UPC Priority Shares, UPC Ordinary Shares A and UPC
Ordinary Shares C or any other securities, instruments or documents, (ii) the
execution, delivery, filing or recording of any mortgage, deed, bill of sale,
leasehold mortgage, deed of trust, assignment, security agreement, lien,
financing statement, negative pledge or other security interest, or (iii) the
making or


                                       30


<PAGE>


assignment of any lease or sublease or the making or delivery of any deed or
other instrument of transfer by the Debtor in connection with consummation of
the Plan shall not be subject to any stamp tax or other similar tax. Consistent
with the foregoing, each recorder of deeds or similar official for any county,
city or governmental unit in which any instrument hereunder is to be recorded
shall, pursuant to this Order, be ordered and directed to accept such instrument
without requiring the payment of any stamp tax or other similar tax. This Court
retains jurisdiction to enforce the foregoing direction, by contempt proceedings
or otherwise.

          25. Exemption From Securities Laws. Pursuant to Section 1145 of the
Bankruptcy Code, the offer, issuance, distribution and sale of the New UPC
Common Stock and the New UPC Equity Purchase Rights (and the New UPC Common
Stock to be issued upon the exercise of the New UPC Equity Purchase Rights)
under the Plan are exempt from Section 5 of the Securities Act and any state or
local law requiring registration for the offer or sale of a security or
registration or licensing of an issuer or underwriter of, or broker or dealer
in, or a security.

          26. Professional Compensation And Reimbursement Claims. Final
applications for compensation for services rendered and reimbursement of
expenses incurred by Professionals (i) from the later of the Petition Date or
the date on which retention was approved through the Effective Date or (ii)
pursuant to Section 503(b)(4) of the Bankruptcy Code, shall be Filed no later
than sixty (60) days after the Effective Date or such later date as this Court
approves, and shall be served on: (i) counsel to the Debtor, White & Case LLP,
1155 Avenue of the Americas, New York, New York 10036 (Attn.: Howard S. Beltzer,
Esq.); (ii) counsel to New UPC, Skadden, Arps, Slate, Meagher & Flom LLP, 300
South Grand Avenue, Los Angeles, California 90071 (Attn.: Richard Levin, Esq.);
(iii) counsel to the Committee, Paul, Weiss,


                                       31


<PAGE>


Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York
10019 (Attn.: Jeffrey D. Saferstein, Esq.); and (iv) the Office of the United
States Trustee, 33 Whitehall Street, Suite 2100, New York, New York 10004
(Attn.: Paul Schwartzberg, Esq.). Any objections to an application for the
payment of Professional Claims must be filed and served on the Reorganized
Debtor and its counsel and the requesting Professional no later than twenty-five
(25) days (or such longer period as may be granted by order of this Court) after
the date on which such application was served. Applications that are not timely
Filed will not be considered by this Court. The Reorganized Debtor may pay any
Professional fees and expenses incurred after the Effective Date without any
application to this Court.

          27. Other Administrative Claims. Except as may otherwise be ordered by
this Court, any request for payment of an Administrative Claim, other than a
request for compensation and reimbursement of expenses of Professionals, must be
filed, together with proof of service, with this Court either conventionally or
on this Court's Electronic Case Filing (ECF) System that can be accessed from
this Court's website at HTTP://WWW.NYSB.USCOURTS.GOV (to file on the ECF System,
an attorney must have (1) a PACER login and password and (2) a login and
password for the Bankruptcy Court's ECF System) in accordance with this Court's
General Order setting forth Electronic Filing Procedures, as amended, with a
hard copy delivered to the chambers of the Honorable Burton R. Lifland, and
served so as to be actually received on or before 4:00 p.m. (New York Time) on
the date that is no later than forty-five (45) days after the Effective Date
(the "Service Date") by: (i) counsel to the Debtor, White & Case LLP, 1155
Avenue of the Americas, New York, New York 10036 (Attn.: Howard S. Beltzer,
Esq.); (ii) counsel to UnitedGlobalCom, Inc. and New UPC, Inc., Skadden, Arps,
Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los Angeles, California 90071
(Attn.: Richard Levin, Esq.); (iii)


                                       32


<PAGE>


counsel to the Committee, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285
Avenue of the Americas, New York, New York 10019 (Attn.: Jeffrey D. Saferstein,
Esq.); and (iv) the Office of the United States Trustee, 33 Whitehall Street,
Suite 2100, New York, New York 10004 (Attn.: Paul Schwartzberg, Esq.) (the
"Recipients"). Objections, if any, to such applications shall be filed with the
Court (in the manner set forth above) and served on the Recipients so that such
objections are actually received by 4:00 p.m. (New York Time) no later than
thirty (30) days after the Service Date.

          28. Payment Of Fees. All fees payable by the Debtor on or before the
Effective Date pursuant to 28 U.S.C. ss. 1930 shall be paid by the Debtor on or
before the Effective Date and all such fees payable thereafter shall be paid by
the Reorganized Debtor.

          29. Retention Of Jurisdiction. Pursuant to Sections 105(a) and 1142 of
the Bankruptcy Code, and notwithstanding the entry of this Order or the
occurrence of the Effective Date, this Court, except as otherwise provided
herein, shall retain jurisdiction over all matters arising out of, arising in or
related to, the Chapter 11 Case, the Plan and this Order, including any such
matters that arise prior to or after the Effective Date, to the fullest extent
permitted by applicable law, including, without limitation, as provided in
Section 13.1 of the Plan.

          30. Execution By Third Parties. Each and every federal, state and
local governmental agency or department is hereby directed to accept, and
lessors and holders of liens are directed to execute, any and all documents and
instruments necessary and appropriate to consummate the transactions
contemplated by the Plan including, without limitation, documents and
instruments for recording in county and state offices where any such document or
instrument may need to be filed in order to effectuate the Plan.


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          31. Distribution Notification Date. The Distribution Notification Date
under the Plan shall be fixed the third (3rd) Business Day after the Effective
Date.

          32. Distributions To Holders Of UPC Notes Claims. For the purpose of
Distributions to Holders of Allowed UPC Notes Claims, all Distributions on
account of Allowed UPC Notes Claims shall be distributed by the Disbursing Agent
to the Indenture Trustee for further distribution to Holders of UPC Notes Claims
pursuant to the terms of Section 6.15 of the Plan.

          33. Voting. In accordance with Section 1125 of the Bankruptcy Code,
the Debtor and New UPC have solicited votes on the Plan in good faith and in
compliance with the applicable provisions of the Bankruptcy Code, and the Debtor
and New UPC (and each of their respective agents, directors, officers,
employees, advisors and attorneys) have participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code in the offer,
issuance, sale and purchase of the securities offered and sold under the Plan,
and are not, and on account of such offer, issuance, sale, solicitation, and/or
purchase will not be, liable at any time for the violation of any applicable
law, rule, or regulation governing the solicitation of acceptances or rejections
of the Plan or the offer, issuance, sale or purchase of the securities offered
or sold under the Plan.

          34. Notice Of Entry Of Confirmation Order. On or prior to the tenth
(10th) day following entry of this Confirmation Order, the Debtor shall serve
notice of entry of this Confirmation Order pursuant to Rules 2002(f)(7), 2002(k)
and 3020(c) of the Bankruptcy Rules on all creditors and equity security
holders, and other parties in interest, by causing a notice of entry of the
Confirmation Order to be delivered to such parties by first class mail, postage
prepaid. In addition, the Debtor shall cause publication of notice of entry of
this Confirmation


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Order once each in (i) the U.S. and international editions of The Wall Street
Journal, (ii) two Dutch newspapers of general circulation, Het Financieele
Dagblad and NRC Handelblad, and (iii) a Luxembourg newspaper, the Luxemburger
Wort, as soon as reasonably practicable after the entry of this Confirmation
Order.

          35. Plan Provisions. The failure specifically to include or reference
any particular provision of the Plan in this Confirmation Order shall not
diminish or impair the effectiveness of such provision, it being the intent of
this Court that the Plan be hereby confirmed in its entirety.

          36. Confirmation Order Controlling. The provisions of the Plan and
this Confirmation Order shall be construed in a manner consistent with each
other so as to effect the purposes of each; provided, however, that if there is
determined to be any inconsistency between any Plan provision and any provision
of this Confirmation Order that cannot be so reconciled, then solely to the
extent of such inconsistency, the provisions of this Confirmation Order shall
govern, and any provision of this Confirmation Order shall to such extent be
deemed a modification to the Plan and shall control and take precedence.

          37. Reversal. If any or all of the provisions of this Confirmation
Order are hereafter reversed, modified or vacated by subsequent order of this
Court or any other court, such reversal, modification or vacatur shall not
affect the validity of the acts or obligations incurred or undertaken in good
faith under or in connection with the Plan prior to the Debtor's receipt of
written notice of any such order. Notwithstanding any such reversal,
modification or vacatur of this Confirmation Order, any such act or obligation
incurred or undertaken pursuant to, and in reliance on, this Confirmation Order
prior to the effective date of such reversal, modification or vacatur shall be
governed in all respects by the provisions of this Confirmation

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Order and the Plan (including the exhibits to, and all documents and agreements
executed pursuant to, the Plan) and any amendments or modifications thereto.

          38. Applicable Non-Bankruptcy Law. Pursuant to Sections 1123(a) and
1142(a) of the Bankruptcy Code, the provisions of this Confirmation Order, the
Plan (including the exhibits to, and all documents and agreements executed
pursuant to, the Plan) and any amendments or modifications thereto shall apply
and be enforceable notwithstanding any otherwise applicable nonbankruptcy law.

          39. Settlements. All compromises and settlements provided for in the
Plan are approved.

          40. IPO Claims Agreement.

               (a) Any IPO Claims (as defined below) have the same priority as
the UPC Ordinary Shares A pursuant to Section 510(b) of the Bankruptcy Code.

               (b) The automatic stay in the Chapter 11 Case pursuant to Section
362 of the Bankruptcy Code is modified to allow Roger Andriessen and the other
plaintiffs (collectively, the "IPO Plaintiffs") in the IPO Litigation to (a)
prosecute the IPO Litigation against the Debtor for the purpose of attempting to
obtain a judgment or settlement, not to exceed in any event the amount of any
valid and collectible insurance which the Debtor may have in respect of such
liability and (b) collect a judgment or settlement, if one is obtained, solely
out of such insurance, in full satisfaction, settlement, release, extinguishment
and discharge of any claims against the Debtor, its Estate, the Reorganized
Debtor or New UPC arising in the IPO Litigation or that could have been asserted
in the IPO Litigation (the "IPO Claims").


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               (c) The releases set forth in Section 12.4 of the Plan shall not
release any liability of the "Underwriter Defendants" in the IPO Litigation.

          41. Substantial Consummation. Substantial consummation of the Plan
shall be deemed to occur on the Effective Date.

          42. Future Notices. Unless otherwise expressly set forth in this
Order, notice of all subsequent pleadings in this case shall be limited to the
following parties: (i) counsel to the Debtor or Reorganized Debtor, (ii) counsel
to New UPC, (iii) the United States Trustee, (iv) counsel to the Committee; and
(v) any party known to be directly affected by the relief sought.

Dated:  New York, New York
        February 20, 2003

                                    /s/ Burton R. Lifland
                                   -----------------------------------
                                   Honorable Burton R. Lifland
                                   United States Bankruptcy Judge