CONFORMED AS EXECUTED



================================================================================


                           PURCHASE AND SALE AGREEMENT



                                 by and between



                            UNITED CMH HOLDINGS, INC.



                                       and



                      UNITED PAN-EUROPE COMMUNICATIONS N.V.



                            Dated as of March 5, 2003


================================================================================

<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

ARTICLE I            DEFINITIONS..............................................2


ARTICLE II           PURCHASE AND SALE OF THE PURCHASED SHARES................4

   Section 2.1       Purchase and Sale of the Purchased Shares................4
   Section 2.2       The Purchaser's Investigation............................5

ARTICLE III          PURCHASE PRICE...........................................5

   Section 3.1       Purchase Price; Payment of Purchase Price................5
   Section 3.2       Credit Support...........................................5

ARTICLE IV           CLOSING..................................................5

   Section 4.1       Closing..................................................5
   Section 4.2       Deliveries by the Seller at the Closing..................6
   Section 4.3       Deliveries by the Purchaser at the Closing...............6
   Section 4.4       Further Assurances.......................................6

ARTICLE V            BANKRUPTCY COURT APPROVAL................................7

   Section 5.1       Bankruptcy Court Orders..................................7

ARTICLE VI           APPROVAL OF THE ADMINISTRATOR............................8

   Section 6.1       Approval of the Administrator............................8

ARTICLE VII          REPRESENTATIONS OF THE SELLER............................8

   Section 7        Representations of the Seller.............................8
   Section 7.1       Existence................................................8
   Section 7.2       Authorization and Validity of Agreement..................8
   Section 7.3       Ownership of Purchased Shares............................8
   Section 7.4       Consents and Approvals; No Violations....................9
   Section 7.5       Broker's or Finder's Fees................................9

ARTICLE VIII         REPRESENTATIONS OF THE PURCHASER.........................9

   Section 8        Representations of the Purchaser..........................9
   Section 8.1      Existence and Good Standing; Authorization and Validity
                    of Agreement..............................................9
   Section 8.2      Consents and Approvals; No Violations....................10
   Section 8.3      Available Funds..........................................10
   Section 8.4      Section 363 Order........................................10
   Section 8.5      Broker's or Finder's Fees................................10

ARTICLE IX           ADDITIONAL AGREEMENTS...................................10

   Section 9.1       Reasonable Efforts; Cooperation; Consents and Approvals.10
   Section 9.2       Alternative Transaction Provisions......................11

ARTICLE X            CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER..........11

   Section 10       Conditions to the Purchaser's Obligations................11

                                      (i)

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                           PAGE
                                                                           ----

   Section 10.1      Truth of Representations and Warranties.................12
   Section 10.2      Performance of Agreements...............................12
   Section 10.3      No Injunction...........................................12
   Section 10.4      Statutes................................................12
   Section 10.5      Governmental and Other Approvals........................12
   Section 10.6      Opinion of Counsel......................................12
   Section 10.7      No Material Adverse Effect..............................12
   Section 10.8      Assignment of Private Placement Agreement...............13
   Section 10.9      Bankruptcy Matters......................................13
   Section 10.10     Administrator...........................................13

ARTICLE XI           CONDITIONS TO THE OBLIGATIONS OF THE SELLER.............13

   Section 11       Conditions to the Seller's Obligations...................13
   Section 11.1      Truth of Representations and Warranties.................13
   Section 11.2      Performance of Agreements...............................14
   Section 11.3      No Injunction...........................................14
   Section 11.4      Statutes................................................14
   Section 11.5      Governmental and Other Approvals........................14
   Section 11.6      Assignment of Private Placement Agreement...............14
   Section 11.7      Bankruptcy Matters......................................14
   Section 11.8      Administrator...........................................15

ARTICLE XII          TERMINATION.............................................15

   Section 12.1      No Survival of Representations and Warranties...........15
   Section 12.2      Events of Termination...................................15
   Section 12.3      Effect of Termination...................................16

ARTICLE XIII         MISCELLANEOUS...........................................16

   Section 13.1      Expenses; Fees..........................................16
   Section 13.2      Transfer Taxes..........................................16
   Section 13.3      1999 Agreement Waivers..................................16
   Section 13.4      APPLICABLE LAW..........................................16
   Section 13.5      JURISDICTION; WAIVER OF JURY TRIAL......................16
   Section 13.6      Captions; Headings; Table of Contents...................17
   Section 13.7      Notices.................................................17
   Section 13.8      Assignment; Parties in Interest.........................18
   Section 13.9      Counterparts; Effectiveness.............................18
   Section 13.10     Entire Agreement........................................19
   Section 13.11     Third Party Beneficiaries...............................19
   Section 13.12     Severability; Enforcement...............................19
   Section 13.13     Amendments; Waiver......................................19
   Section 13.14     No Strict Construction..................................19


                                      (ii)

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

                                                                           PAGE
                                                                           ----

EXHIBITS

Exhibit A         Form of Section 363 Order

SCHEDULES
---------

Schedule 7.3      Ownership of Shares
Schedule 7.4      Consents and Approvals; No Violations
Schedule 8.2      Consents and Approvals; No Violations






                                     (iii)

<PAGE>

                           PURCHASE AND SALE AGREEMENT
                           ---------------------------


          PURCHASE AND SALE AGREEMENT (this  "Agreement"),  dated as of March 5,
2003, by and between  UNITED CMH  HOLDINGS,  INC., a Delaware  corporation  (the
"Purchaser") and UNITED  PAN-EUROPE  COMMUNICATIONS  N.V., a public company with
limited  liability  (naamloze  vennootschap)  organized  under  the  laws of The
Netherlands (the "Seller" and, together with the Purchaser, each, a "Party" and,
collectively, the "Parties"). Other capitalized terms used herein are defined in
Article I.

                              W I T N E S S E T H:
                              --------------------

          WHEREAS,  the Purchaser desires to purchase 6,000,000 common shares of
$1.50 each (as may be  adjusted to reflect any  reclassification,  stock  split,
reverse   stock   split,   stock   dividend   or   distribution,    subdivision,
recapitalization or other similar transaction, the "Shares") of SBS Broadcasting
S.A., a joint stock company  organized and existing under the laws of Luxembourg
("SBS"), and the Seller desires to sell the Shares to the Purchaser on the terms
and subject to the conditions set forth in this Agreement and in accordance with
Sections  105, 363 and 1146 of title 11 of the United  States Code (as in effect
for  cases  filed  on the  Petition  Date,  the  "Bankruptcy  Code")  and  other
applicable provisions of the Bankruptcy Code;

          WHEREAS,  the Seller has  commenced a  voluntary  Chapter 11 case (the
"Chapter  11 Case")  in the  United  States  Bankruptcy  Court for the  Southern
District of New York (the  "Bankruptcy  Court") and the Purchased Shares will be
sold  pursuant to an order of the  Bankruptcy  Court  approving  such sale under
Sections 363 and 1146 of the  Bankruptcy  Code and the terms and  conditions  of
this Agreement;

          WHEREAS,  the Seller  desires to sell the Purchased  Shares to further
its   reorganization   efforts  and  to  enable  it  to  consummate  a  plan  of
reorganization in the Chapter 11 Case;

          WHEREAS,  the Seller  holds the Shares  subject to certain  rights and
obligations as set forth in a Private Placement Agreement dated January 27, 2000
(the "Private Placement Agreement");

          WHEREAS,  the Seller has  commenced  a  moratorium  of payments in The
Netherlands  under Dutch  bankruptcy law and filed a proposed plan of compulsory
composition,  or an Akkoord,  with the Amsterdam Court  (Rechtbank)  (the "Dutch
Bankruptcy  Court")  under the Dutch  Faillissementswet  (the "Dutch  Bankruptcy
Code"); and

          WHEREAS,  the Dutch  Bankruptcy  Court has appointed an  Administrator
(the  "Administrator")  in accordance with the Dutch  Bankruptcy Code to oversee
the operations of the Seller;

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
promises herein made, and in consideration of the  representations,  warranties,
and covenants herein  contained,  and for other good and valuable  consideration
described herein, the receipt and sufficiency of which are hereby  acknowledged,
the Parties agree as follows:


<PAGE>

                                   ARTICLE I

                                   DEFINITIONS
                                   -----------

          "Administrator" shall have the meaning set forth in the Recitals.

          "Affiliate" means, with respect to any Person, any other Person which,
directly or indirectly, through one (1) or more intermediaries,  controls, or is
controlled  by, or is under common  control  with,  such first  Person.  As used
herein,  the term "control"  (including,  with correlative  meanings,  the terms
"controlled  by" and "under common control  with"),  as used with respect to any
Person, means the possession,  directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person,  whether through
ownership of voting securities, by contract or otherwise.

          "Agreement" shall have the meaning set forth in the Preamble.

          "Back-Up Bidder" means that Person,  if any,  determined by the Seller
to have made the second  highest or best offer for the  Purchased  Shares at the
Sale Hearing.

          "Bankruptcy Code" shall have the meaning set forth in the Recitals.

          "Bankruptcy Court" shall have the meaning set forth in the Recitals.

          "Bankruptcy Event" shall mean (a) an involuntary proceeding shall have
been  commenced or an  involuntary  petition  shall have been filed  seeking (i)
liquidation, reorganization or other relief in respect of SBS or its debts under
any bankruptcy, insolvency,  receivership or similar law of the United States or
any other country or any political  subdivision  of any of them now or hereafter
in  effect  or  (ii)  the  appointment  of  a  receiver,   trustee,   custodian,
sequestrator,  conservator  or similar  official for SBS, and, in any such case,
such  proceeding or petition shall have continued  undismissed for 60 days or an
order or decree  approving  or  ordering  any of the  foregoing  shall have been
entered; or (b) SBS shall have (i) voluntarily commenced any proceeding or filed
any  petition  seeking  liquidation,  reorganization  or other  relief under any
bankruptcy, insolvency,  receivership or similar law of the United States or any
other  country or any political  subdivision  of any of them now or hereafter in
effect,  (ii) consented to the  institution of, or failed to contest in a timely
and appropriate  manner,  any proceeding or petition  described in clause (a) of
this  definition,  (iii)  applied  for  or  consented  to the  appointment  of a
receiver, trustee, custodian, sequestrator,  conservator or similar official for
SBS,  (iv) filed an answer  admitting  the  material  allegations  of a petition
against it in any such proceeding, (v) made a general assignment for the benefit
of creditors  or (vi) taken any action for the purpose of  effecting  any of the
foregoing.

          "Business Day" means any day except a Saturday,  a Sunday or other day
on which  commercial  banks are required or authorized to close in New York, New
York, Denver, Colorado, Luxembourg, Grand Duchy of Luxembourg, or Amsterdam, The
Netherlands.

          "Chapter 11 Case" shall have the meaning set forth in the Recitals.

          "Closing" shall have the meaning set forth in Section 4.1.


                                      -2-
<PAGE>

          "Closing Date" shall have the meaning set forth in Section 4.1.

          "Competing  Transaction" means any proposed transfer or disposition of
all or  substantially  all of the Purchased  Shares  directly by the Seller in a
single  transaction or series of related  transactions  to any Person other than
the Purchaser pursuant to this Agreement.

          "Credit  Support  Arrangement"  shall  have the  meaning  set forth in
Section 3.2.

          "Dollars"  or "$" means the  official  currency  adopted by the United
States of America.

          "Dutch  Bankruptcy  Code"  shall  have the  meaning  set  forth in the
Recitals.

          "Dutch  Bankruptcy  Court"  shall  have the  meaning  set forth in the
Recitals.

          "Effective  Date" shall have the meaning  ascribed to such term in the
Plan.

          "Encumbrances" means all liens, equities, claims, demands,  judgments,
licenses,  subleases,  encumbrances,  mortgages,  pledges,  security  interests,
conditional  sales  agreements,  charges,  options,  warrants,  purchase rights,
commitments,  rights  of  first  refusal,  reservations,  restrictions  or other
encumbrances or defects in title of any kind.

          "Euros" or  "(euro)"  means the  currency  adopted by those  countries
participating in the third stage of European monetary union.

          "Governmental  Authority" means any foreign,  federal,  state or local
government, political subdivision or governmental,  regulatory or administrative
authority, body, agency, board, bureau, commission, department,  instrumentality
or court,  quasi-governmental  authority,  self-regulatory organization or stock
exchange.

          "Law"  or  "Laws"  means  any  and  all  statutes,  laws,  ordinances,
proclamations,  regulations,  published requirements,  orders, decrees,  consent
decrees and rules of any Governmental Authority, in each case, as amended and in
effect from time to time.

          "Material  Adverse Effect" shall have the meaning set forth in Section
10.7.

          "1999 Agreement" means that certain Agreement, dated as of __ February
1999, by and between UGC Holdings,  Inc. (f/k/a United  International  Holdings,
Inc.) and the Seller.

          "Party"  and  "Parties"  shall  have  the  meaning  set  forth  in the
Preamble.

          "Person"  means  and  includes  any  individual,   any  legal  entity,
including,  without  limitation,  any partnership,  joint venture,  corporation,
limited  liability  company,  trust,   unincorporated   organization,   and  any
Governmental Authority.

          "Petition Date" means December 3, 2002, the date that the Seller filed
the voluntary  petition for relief pursuant to Chapter 11 of the Bankruptcy Code
commencing the Chapter 11 Case.

                                      -3-
<PAGE>

          "Plan"  means the Second  Amended  Chapter  11 Plan of  Reorganization
Jointly  Proposed by Seller and New UPC,  Inc.,  dated January 7, 2003 and filed
with the United States Bankruptcy Court on January 9, 2003, as amended from time
to time after the date hereof.

          "Private Placement  Agreement" shall have the meaning set forth in the
Recitals.

          "Proposed Sale" shall have the meaning set forth in Section 5.1(a).

          "Purchase Price" shall have the meaning set forth in Section 3.1(a).

          "Purchased Shares" shall have the meaning set forth in Section 2.1.

          "Purchaser" shall have the meaning set forth in the Preamble.

          "Restructuring Agreement" means the Restructuring Agreement,  dated as
of September 30, 2002, by and among the Seller, New UPC, Inc.,  UnitedGlobalCom,
Inc., UGC Holdings, Inc., United Europe, Inc., United UPC Bonds, LLC and certain
holders of UPC Notes (as defined therein), as amended from time to time.

          "Sale Hearing" shall have the meaning set forth in Section 5.1(a).

          "SBS" shall have the meaning set forth in the Recitals.

          "Section  363  Order"  shall  have the  meaning  set forth in  Section
5.l(a).

          "Seller" shall have the meaning set forth in the Preamble.

          "Shares" shall have the meaning set forth in the Recitals.

          "Tax" or "Taxes"  means any foreign,  federal,  state or local income,
gross  receipts,  license,  payroll,   employment,   excise,  severance,  stamp,
occupation,  premium, windfall profits,  environmental,  customs duties, capital
stock,   franchise,   profits,   withholding,   social  security  (or  similar),
unemployment,   disability,   real  property,  personal  property,  sales,  use,
transfer, registration, value added, alternative or add-on minimum, estimated or
other tax of any kind  whatsoever,  including  all estimated  taxes,  deficiency
assessments and any interest, penalty or addition thereto.

                                   ARTICLE II

                    PURCHASE AND SALE OF THE PURCHASED SHARES
                    -----------------------------------------

          Section 2.1 Purchase  and Sale of the  Purchased  Shares.  Pursuant to
Sections 363 and 1146 (and other  applicable  provisions) of the Bankruptcy Code
and on the terms and subject to the conditions of this Agreement, at the Closing
provided for in Section 4.1, the Purchaser will purchase, acquire and accept (or
cause to be purchased,  acquired and accepted)  from the Seller,  and the Seller
will  sell,  transfer,  convey,  assign  and  deliver  (or  cause  to  be  sold,
transferred,  conveyed,  assigned and delivered) to the  Purchaser,  against the
receipt by the Seller of the

                                      -4-
<PAGE>

consideration  specified  in Section  3.1,  free and clear of all  Encumbrances,
other than  Encumbrances  subject created by the Purchaser,  all of the Seller's
right,  title and interest in and to the Shares  (collectively,  the  "Purchased
Shares").

          Section  2.2  The  Purchaser's  Investigation.  The  Purchaser  hereby
acknowledges and agrees that, notwithstanding anything to the contrary contained
herein,  (a) except as  otherwise  expressly  set forth in  Article  VII of this
Agreement, the Seller makes no representations or warranties whatsoever, express
or implied, with respect to any matter relating to the Purchased Shares, and (b)
the  Seller  makes no  representations  or  warranties  whatsoever,  express  or
implied,  with respect to any matter relating to SBS, its subsidiaries or any of
their  respective  assets,  liabilities  or  operations.  The Purchaser  further
acknowledges  that the Purchaser has conducted  independent  due diligence  with
respect to SBS, its subsidiaries or any of their respective assets,  liabilities
or operations  as the  Purchaser  deemed  necessary or  appropriate  and that in
proceeding with its acquisition of the Purchased Shares,  the Purchaser is doing
so based upon such independent due diligence.

                                  ARTICLE III

                                 PURCHASE PRICE
                                 --------------

          Section  3.1  Purchase  Price;  Payment  of  Purchase  Price.  (a) The
purchase price payable to the Seller by the Purchaser as  consideration  for the
sale,  conveyance,  transfer and assignment of the Purchased Shares will consist
of an amount in cash equal to One Hundred Million Euros ((euro)  100,000,000.00)
(the "Purchase Price").

          (b) On the Closing Date,  the Purchaser  will deliver,  or cause to be
delivered,  as  consideration  for the  Purchased  Shares,  by wire  transfer of
immediately available funds to the account of the Seller, an amount equal to the
Purchase Price.

          Section  3.2  Credit  Support.  Within  two (2)  Business  Days of the
receipt of the Section 363 Order, the Purchaser, at its option, shall deliver to
the Seller a letter of credit,  bank  guaranty or other  similar  instrument  or
arrangement or, at Purchaser's option, shall deposit funds in an amount equal to
the Purchase Price in an escrow account or similar  arrangement  (each a "Credit
Support  Arrangement")  which such Credit Support  Arrangement  shall secure the
Purchaser's  obligations to purchase and pay for the Shares upon satisfaction or
waiver by the Purchaser,  of the conditions to the  Purchaser's  obligations set
forth in Article X and shall be on terms and conditions reasonably  satisfactory
to the Seller and the Administrator.

                                   ARTICLE IV

                                     CLOSING
                                     -------

          Section  4.1  Closing.  Subject  to the terms and  conditions  of this
Agreement,  the closing of the  purchase and sale of the  Purchased  Shares (the
"Closing") will be at 10:00 A.M.  (Central  European time) at the offices of the
Seller, Boeing Avenue 53, Schiphol-Rijk 1119, The Netherlands,  or at such other
location agreed to by the Purchaser and the Seller, on the Business

                                      -5-
<PAGE>

Day which is two (2)  Business  Days before the  Effective  Date or such earlier
date as is designated by the Purchaser which such date shall be at least two (2)
Business  Days  after  the  date on which  all the  conditions  to the  Parties'
obligations hereunder (other than conditions with respect to actions the Parties
will take at the Closing) have been satisfied or waived by the appropriate party
(the "Closing Date").

          Section 4.2  Deliveries by the Seller at the Closing.  At the Closing,
the Seller will deliver, or cause to be delivered, to the Purchaser:

          (a) the certificates  representing the Purchased Shares, duly endorsed
in blank,  or  accompanied  by (i) either stock powers duly executed in blank by
the Seller or such other  instruments of transfer as are necessary to effect the
transfer of the Shares in Luxembourg,  in each case, with all necessary transfer
tax and other  revenue  stamps,  acquired at the Seller's  expense,  affixed and
canceled,  (ii)  a  notification  to SBS of the  transfer  of the  Shares,  such
notification  to be  accompanied  by a copy of this Agreement and (iii) proof of
payment of the Purchase Price; and

          (b) the  various  documents,  certificates,  instruments  or  writings
referred to in Article X and such other documents, certificates,  instruments or
writings  as  may  be  reasonably   necessary  to  carry  out  the  transactions
contemplated  by this Agreement and to comply with the terms hereof  (including,
without  limitation,  such  documents,  certificates,  instruments  and writings
intended  for  delivery  to SBS as the  Purchaser  shall  reasonably  request in
connection  with  effecting  the  transfer  of  the  Purchased   Shares  to  the
Purchaser).

Each of the Seller and the Purchaser agrees to use their commercially reasonable
efforts to supply SBS with all documentation necessary to register the Purchaser
as the holder of record of the Purchased Shares.

          Section  4.3  Deliveries  by  the  Purchaser  at the  Closing.  At the
Closing, the Purchaser will:


          (i)  pay  to the  Seller  the  Purchase  Price  by  wire  transfer  of
     immediately available funds to the account specified by the Seller at least
     two (2) Business Days prior to the Closing Date; and

          (ii)  deliver,  or cause to be  delivered,  to the Seller the  various
     documents, certificates,  instruments or writings referred to in Article XI
     and such other documents,  certificates,  instruments or writings as may be
     reasonably  necessary to carry out the  transactions  contemplated  by this
     Agreement  and  to  comply  with  the  terms  hereof  (including,   without
     limitation, such documents, certificates, instruments and writings intended
     for delivery to SBS as the Seller shall  reasonably  request in  connection
     with effecting the transfer of the Purchased Shares to Purchaser).

          Section 4.4 Further Assurances.  After the Closing and without further
consideration,  each Party will from time to time, at the reasonable  request of
any other Party,  execute and deliver such other  instruments  of conveyance and
transfer and such other  instruments,  documents  and  agreements  and take such
other actions as such other Party may reasonably request or as may be reasonably
requested by any applicable  Governmental

                                      -6-
<PAGE>

Authorities or third parties,  in each case in order to more effectively or more
expeditiously consummate any of the transactions contemplated hereby and to vest
in the Purchaser the right,  title and interest in and to the Purchased  Shares;
provided that the  requesting  Party will prepare any  additional  documents and
instruments and will handle any submissions, applications, processing, recording
and  registrations.  Without  limiting  the  provisions  of  Section  13.4,  the
Purchaser  and  the  Seller  hereby  irrevocably  consent  to the  personal  and
subject-matter  jurisdiction of the Bankruptcy Court for all purposes  necessary
to effectuate this Section 4.4.

                                   ARTICLE V

                            BANKRUPTCY COURT APPROVAL
                            -------------------------

          Section 5.1 Bankruptcy Court Orders.  (a) The Seller shall as promptly
as reasonably practicable,  but in any event no later than two (2) Business Days
after  the date of this  Agreement,  file a motion  with  the  Bankruptcy  Court
seeking an order approving, among other things, the Seller's request to sell and
assign,  as applicable,  the Purchased Shares to the Purchaser  pursuant to this
Agreement and Sections 363 and 1146 of the  Bankruptcy  Code,  free and clear of
all  Encumbrances in or on the Purchased  Shares (the "Proposed  Sale",  and the
hearing to consider  approval of the Proposed  Sale,  the "Sale  Hearing")  (the
"Section 363 Order").  The Section 363 Order will be  substantially  in the form
annexed  hereto as Exhibit A and the motion  relating  to the  Section 363 Order
will be in form and substance reasonably satisfactory to the Purchaser.

          (b) Subject to the  Seller's  obligations  to comply with any order of
the Bankruptcy Court (including, without limitation, the Section 363 Order), the
Seller and the Purchaser  will  promptly make any filings,  take all actions and
use  commercially  reasonable  efforts to obtain any and all other approvals and
orders   necessary  or  appropriate  for   consummation   of  the   transactions
contemplated hereby.

          (c) In the  event an  appeal is  taken,  or a stay  pending  appeal is
requested or reconsideration  is sought,  from the Section 363 Order, the Seller
will  immediately  notify the  Purchaser of such appeal or stay request and will
provide to the  Purchaser  within two (2)  Business  Days a copy of the  related
notice of appeal or order of stay or application for reconsideration. The Seller
will also provide the Purchaser  with written  notice and copies of any other or
further  notice of appeal,  motion or application  filed in connection  with any
appeal from or application  for  reconsideration  of, any of such orders and any
related briefs.

          (d) The Seller will notify,  as is required by the Bankruptcy Code (as
modified by any order of the Bankruptcy  Court) and reasonably  requested by the
Purchaser,  all parties  entitled to notice of all  motions,  notices and orders
required  to  consummate  the  transactions   contemplated  by  this  Agreement,
including,  without limitation,  the Section 363 Order, as modified by orders in
respect  of notice  which may be issued at any time and from time to time by the
Bankruptcy Court.

                                      -7-

<PAGE>

                                   ARTICLE VI

                          APPROVAL OF THE ADMINISTRATOR
                         ------------------------------

          Section 6.1  Approval of the  Administrator.  The Seller shall use its
commercially  reasonable  efforts  to seek  all  authorizations,  approvals  and
consents of the Administrator necessary for the consummation of the transactions
contemplated by this Agreement.

                                  ARTICLE VII

                          REPRESENTATIONS OF THE SELLER
                          -----------------------------

          Section 7  Representations  of the Seller.  The Seller  represents and
warrants as follows:


          Section 7.1  Existence.  The Seller is a public  company  with limited
liability  (naamloze  vennootschap) duly incorporated and validly existing under
the laws of The Netherlands. The Seller has the corporate power and authority to
own,  lease and  operate  its  properties  and to  conduct  its  business  as is
presently conducted.

          Section 7.2  Authorization  and Validity of Agreement.  Subject to any
necessary  authority  from the Bankruptcy  Court,  the Seller has full corporate
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
The execution, delivery and performance of this Agreement by the Seller, and the
consummation by the Seller of the transactions  contemplated  hereby,  have been
duly  authorized and approved by the Seller's  Board of Management,  Supervisory
Board and the  Administrator  and no other  corporate  action on the part of the
Seller is necessary to authorize the execution, delivery and performance of this
Agreement by the Seller and the  consummation by the Seller of the  transactions
contemplated  hereby. This Agreement has been duly executed and delivered by the
Seller  and,  assuming it  constitutes  a valid and  binding  obligation  of the
Purchaser,  is a valid and binding obligation of the Seller enforceable  against
the Seller in  accordance  with its  terms,  upon the entry of the  Section  363
Order.

          Section  7.3  Ownership  of  Purchased  Shares.  On the  date  of this
Agreement,  UPC  Investments  I BV, an indirect  wholly-owned  subsidiary of the
Seller,  is  the  holder  of  record,  and  the  Seller  is  the  lawful  owner,
beneficially,   of  all  of  the  Purchased  Shares,   free  and  clear  of  all
Encumbrances,  other than the  Encumbrances  set forth in  Schedule  7.3. At the
Closing  Date,  the Seller  shall be the holder of record and the lawful  owner,
beneficially,  of all the Purchased Shares,  free and clear of all Encumbrances,
other than the Encumbrances set forth in Schedule 7.3. The Seller is not a party
to any option,  warrant,  purchase  right,  or other contract or commitment that
could require the Seller to sell,  transfer or otherwise  dispose of any capital
stock of SBS (other than this  Agreement).  The delivery to the Purchaser of the
Purchased  Shares pursuant to this Agreement,  together with the registration of
the sale and transfer by SBS in its register of  shareholders,  will transfer to
the Purchaser  good and valid title to the Purchased  Shares,  free and clear of
all Encumbrances, other than the Encumbrances set forth in Schedule 7.3.
                                                           ------------

                                      -8-

<PAGE>

          Section 7.4 Consents and Approvals; No Violations. Except as set forth
in  Schedule  7.4,  assuming  the  receipt  of the  necessary  approvals  of the
Bankruptcy Court (including,  without limitation, the Section 363 Order) and the
Administrator,  the execution  and delivery of this  Agreement by the Seller and
the consummation of the transactions  contemplated  hereby will not: (a) violate
any  provision of the  articles of  incorporation,  bylaws or other  constituent
documents  of the Seller;  (b) result in the creation of any  Encumbrance  on or
with respect to the Purchased Shares; (c) violate any Law by which the Seller is
bound,  (d) require any filing with,  or permit,  consent or approval of, or the
giving of any notice  to,  any  Governmental  Authority  or third  party and (e)
result in a violation or breach of, conflict with,  constitute  (with or without
due  notice  or lapse of time or both) a  default  (or give rise to any right of
termination,  cancellation,  payment or  acceleration)  under,  or result in the
creation of any Encumbrances  upon any of the properties or assets of the Seller
or any of its subsidiaries under, any of the terms,  conditions or provisions of
any note, bond, mortgage,  indenture,  license,  franchise,  permit,  agreement,
lease,  franchise  agreement or any other  instrument or obligation to which the
Seller  or any of its  subsidiaries  is a  party,  or by  which it or any of its
properties or assets may be bound  excluding from the foregoing  clause (c), (d)
and (e) filings,  notices, permits, consents and approvals the absence of which,
are  violations,   breaches,   defaults,   conflicts  and  Encumbrances   which,
individually or in the aggregate, would not (x) reasonably be expected to have a
material  adverse effect on the Seller or (y) prevent,  materially  interfere or
delay the Seller from  performing  its  obligations  under this Agreement or the
consummation of the transactions contemplated by this Agreement.

          Section 7.5 Broker's or Finder's  Fees.  No agent,  broker,  Person or
firm acting on behalf of the Seller is, or will be,  entitled to any  commission
or broker's or finder's fees from any Party, or from any Affiliate of any Party,
in connection  with any of the  transactions  contemplated by this Agreement for
which the Purchaser could become liable or obligated.

                                  ARTICLE VIII

                        REPRESENTATIONS OF THE PURCHASER
                       ----------------------------------

          Section 8 Representations of the Purchaser.  The Purchaser  represents
and warrants as follows:

          Section 8.1 Existence and Good Standing; Authorization and Validity of
Agreement.   (a)  The  Purchaser  is  a  corporation   (or  other  entity)  duly
incorporated  (or  organized as the case may be),  validly  existing and in good
standing (if applicable) under the laws of the jurisdiction of its incorporation
(or other formation).

          (b) The  Purchaser  has full  corporate  (or other  entity)  power and
authority  to execute and deliver  this  Agreement,  to perform its  obligations
hereunder and to consummate the transactions contemplated hereby. The execution,
delivery  and   performance  of  this  Agreement  by  the  Purchaser,   and  the
consummation by the Purchaser of the transactions contemplated hereby, have been
duly  authorized  and approved by the  Purchaser's  board of directors (or other
relevant  management  authority).  This  Agreement  has been duly  executed  and
delivered by the  Purchaser  and,  assuming it  constitutes  a valid and binding
obligation of the Seller,  is a valid and

                                      -9-

<PAGE>

binding obligation of the Purchaser,  enforceable  against it in accordance with
its  terms,  except to the  extent  that its  enforceability  may be  subject to
applicable bankruptcy, insolvency,  reorganization,  moratorium and similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  to  general
equitable principles, whether invoked in a proceeding in equity or at law.

          Section 8.2 Consents and Approvals; No Violations. Except as set forth
in Schedule  8.2 and  assuming  the receipt of the  necessary  approvals  of the
Bankruptcy Court (including,  without limitation, the Section 363 Order) and the
Administrator, the execution and delivery of this Agreement by the Purchaser and
the  consummation of the transactions  contemplated  hereby (a) will not violate
any provisions of the certificate of incorporation, by-laws or other constituent
documents of the Purchaser,  (b) will not violate any Law by which the Purchaser
is bound and (c) will not to our  knowledge  require any filing with, or permit,
consent  or  approval  of, or the  giving of any  notice  to,  any  Governmental
Authority  or third party on or prior to the  Closing  Date  excluding  from the
foregoing clause (b) and (c) filings,  notices,  permits, consents and approvals
the  absence  of  which,  are  violations,  breaches,  defaults,  conflicts  and
Encumbrances which,  individually or in the aggregate,  would not (x) reasonably
be expected to have a material  adverse  effect on the Purchaser or (y) prevent,
materially  interfere or delay the Purchaser  from  performing  its  obligations
under this Agreement or the  consummation  of the  transactions  contemplated by
this Agreement.

          Section 8.3  Available  Funds.  The  Purchaser  has  sufficient  funds
available  to it to  perform  all  of  its  obligations  under  this  Agreement,
including,  without limitation, to pay the Purchase Price in accordance with the
terms of this Agreement.

          Section 8.4 Section 363 Order.  The form of Section 363 Order attached
hereto in Exhibit A is in form and substance satisfactory to the Purchaser.

          Section 8.5 Broker's or Finder's  Fees.  No agent,  broker,  Person or
firm  acting  on  behalf  of the  Purchaser  is,  or will  be,  entitled  to any
commission  or  broker's  or  finder's  fees  in  connection  with  any  of  the
transactions  contemplated  by this  Agreement for which the Seller could become
liable or obligated.

                                   ARTICLE IX

                              ADDITIONAL AGREEMENTS
                             -----------------------

          Section 9.1 Reasonable Efforts;  Cooperation;  Consents and Approvals.
Subject to the Seller's  obligation  to comply with any order of the  Bankruptcy
Court  (including,  without  limitation,  the Section  363  Order),  each of the
Parties agrees to use its commercially  reasonable  efforts to take, or cause to
be taken, all action to do or cause to be done, and to assist and cooperate with
each  other  Party in  doing,  all  things  necessary,  proper or  advisable  to
consummate and make effective,  in the most expeditious manner practicable,  the
transactions  contemplated  by this  Agreement (in each case, to the extent that
the same is within the control of such Party),  including,  without  limitation,
(i) compliance with any Bankruptcy  Court approvals,  consents and orders,  (ii)
the obtaining of all necessary waivers, consents and approvals from

                                      -10-

<PAGE>

Governmental  Authorities  and the  making of all  necessary  registrations  and
filings and the taking of all reasonable steps as may be necessary to obtain any
approval  or  waiver  from,  or to  avoid  any  action  or  proceeding  by,  any
Governmental Authority, (iii) the obtaining of all necessary consents, approvals
or waivers from third  parties,  (iv) the defending of any lawsuits or any other
legal proceedings whether judicial or administrative, challenging this Agreement
or the consummation of the transactions contemplated hereby, (v) compliance with
any authorizations, approvals or consents of the Administrator, and (vi) causing
the conditions  set forth in Articles X and XI to be satisfied.  The Seller will
use its commercially  reasonable efforts to obtain from the Bankruptcy Court all
orders,   consents  and  approvals  necessary  to  consummate  the  transactions
contemplated by this Agreement.

          Section 9.2 Alternative Transaction  Provisions.  (a) The Seller shall
be entitled to consider Competing  Transactions and solicit offers in respect of
Competing   Transactions   consistent  with  its  fiduciary   obligations  as  a
debtor-in-possession  in the  Chapter 11 Case;  provided  that the Seller  shall
require that any such proposal in respect of a Competing Transaction provide for
(i) the  payment  directly to the Seller of net cash  proceeds in Euros  greater
than the  Purchase  Price and (ii) a  transaction  that  closes at least two (2)
Business Days before the Effective Date.

          (b) The  Purchaser  acknowledges  and  agrees  that (i) the Seller may
consider  proposals  and  solicit  offers for the  Purchased  Shares,  (ii) such
consideration or solicitation is not a breach of this Agreement and (iii) if the
Bankruptcy  Court at the Sale  Hearing (x)  authorizes  a sale of the  Purchased
Shares to a purchaser or  purchasers  other than the  Purchaser and (y) approves
the  Purchaser's  bid as the second  highest or best bid (as  determined  by the
Seller),  the Purchaser shall keep its offer open under this Agreement until the
Business Day immediately before the Effective Date.

          (c) During the period  from the date of entry of the Section 363 Order
to the earlier of the termination of this Agreement in accordance with its terms
and the Closing,  subject to the Seller's obligations as a  debtor-in-possession
under  the  Bankruptcy  Code,  neither  the  Seller  nor  any of its  controlled
Affiliates  or  representatives  shall  seek any  relief  or  approval  from the
Bankruptcy  Court which is  inconsistent  with this Agreement or the Section 363
Order.

          (d) If the  Bankruptcy  Court  approves a Competing  Transaction  as a
"higher and better"  offer made for the Purchased  Shares,  the Seller will have
the right to enter  into a  definitive  agreement  providing  for the  Competing
Transaction and terminate this Agreement pursuant to Section 12.2(f).

                                   ARTICLE X

                 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER
                 -----------------------------------------------

          Section 10 Conditions to the Purchaser's Obligations.  The obligations
of the Purchaser to consummate the Closing are conditioned upon the satisfaction
or waiver by the Purchaser in writing  (subject to applicable  Law), on or prior
to the Closing Date, of the following conditions:

                                      -11-

<PAGE>

          Section   10.1   Truth  of   Representations   and   Warranties.   The
representations  and  warranties  of the  Seller  contained  in  this  Agreement
qualified by materiality  shall be true and correct in all respects,  except for
such   exceptions  as  are  permitted  by  this   Agreement,   without   further
qualification  as of the  Closing  Date,  as if made on such  date  (except  for
representations  and warranties  that relate to a specific date,  which shall be
true and correct in all respects as of such date), and all  representations  and
warranties of the Seller  contained in this  Agreement that are not so qualified
shall be true and correct in all respects as of the Closing  Date, as if made on
such date with only such exceptions as are permitted by this Agreement or which,
individually  or in the aggregate,  would not prevent,  materially  interfere or
delay the Seller from  performing  its  obligations  under this Agreement or the
consummation  of the  transactions  contemplated  by this Agreement  (except for
representations  and warranties  that relate to a specific date,  which shall be
true and correct in all respects as of such date).

          Section 10.2 Performance of Agreements. Each and all of the agreements
of the Seller to be performed  on or prior to the Closing  pursuant to the terms
hereof shall have been duly performed in all material  respects,  and the Seller
shall have delivered to the Purchaser a certificate,  dated the Closing Date, to
such effect.

          Section 10.3 No  Injunction.  No action,  suit or proceeding  shall be
pending before any court or other government body or public authority wherein an
unfavorable  injunction,  judgment,  order,  decree,  ruling or charge would (a)
restrain or prohibit the completion of the transactions contemplated hereby, (b)
cause  any  of  the  transactions  contemplated  hereby  to be  rescinded  after
consummation, (c) affect adversely Purchaser's right to own the Purchased Shares
or (d) affect  adversely the right of SBS or any of its  subsidiaries to own its
assets and to operate its businesses (and no such injunction,  judgment,  order,
decree, ruling or charge shall then be in effect).

          Section  10.4  Statutes.  No Law of any kind shall have been  enacted,
entered,  promulgated or enforced by any Governmental Authority which prohibits,
or has the  effect of  making  illegal,  the  consummation  of the  transactions
contemplated hereby.

          Section  10.5   Governmental   and  Other   Approvals.   All  material
governmental  and other  material  consents and  approvals  (including,  without
limitation,  any necessary  action by or consent of SBS) necessary to permit the
consummation of the transactions  contemplated by this Agreement shall have been
received.

          Section 10.6 Opinion of Counsel.  The  Purchaser  shall have  received
from counsel to the Purchaser an opinion  addressed to the Purchaser in form and
substance  reasonably  satisfactory to the Purchaser and dated as of the Closing
Date.

          Section 10.7 No Material Adverse Effect. There shall not have occurred
any  change,  condition,  event  or  development  that,  individually  or in the
aggregate,  has had or is reasonably  likely to have a Material  Adverse Effect.
"Material Adverse Effect" means one or more of the following:  (i) any change in
or effect on the business of SBS and its  subsidiaries  taken as a whole that is
or would be reasonably expected to be materially adverse to any of the condition
(financial or otherwise),  business,  properties, assets, liabilities or results
of  operations  of the  SBS  and  its  subsidiaries  taken  as a  whole;  (ii) a
Bankruptcy Event occurs in respect of

                                      -12-
<PAGE>

SBS or any of its  subsidiaries;  and (iii) a decline at any time after the date
hereof for any consecutive five trading day period of 15% or more in the closing
sales  price  per share of the  common  shares of SBS as  reported  on  Euronext
Amsterdam  N.V.,  as measured  against  (euro)12.90  (as adjusted to reflect any
reclassification,   stock  split,   reverse  stock  split,   stock  dividend  or
distribution, subdivision, recapitalization or other similar transaction).

          Section 10.8 Assignment of Private Placement Agreement.  The Purchaser
shall  have  received  an  assignment  and  assumption  agreement,  in form  and
substance reasonably satisfactory to the Purchaser, pursuant to which all of the
Seller's rights and obligations under the Private  Placement  Agreement shall be
assigned  and  delegated  to  the  Purchaser.  Such  assignment  and  assumption
agreement  shall be effective upon Closing,  but not  otherwise,  and shall have
been duly  executed  by the  Seller  and,  if  necessary  for its  validity  and
enforceability, each other party to the Private Placement Agreement.

          Section  10.9  Bankruptcy  Matters.   All  necessary   authorizations,
consents,  orders  and  approvals  of the  Bankruptcy  Court  necessary  for the
consummation of the transactions  contemplated by this Agreement shall have been
obtained.  The Section 363 Order shall have been entered by the Bankruptcy Court
and such order shall not have been stayed, modified,  reversed or amended in any
manner  materially  adverse to the  Purchaser and shall be in form and substance
satisfactory  to the  Purchaser;  and the Seller  shall have  received  from the
Bankruptcy Court all other orders,  approvals and consents  required to transfer
the Purchased  Shares and to consummate the  transactions  contemplated  by this
Agreement.  The Plan  shall  have  been  confirmed  by the  Bankruptcy  Court on
substantially  the terms  set forth in the  Second  Amended  Chapter  11 Plan of
Reorganization  Jointly  Proposed by Seller and New UPC, Inc.,  dated January 7,
2003 and filed with the United States Bankruptcy Court on January 9, 2003.

          Section  10.10  Administrator.   All  authorizations,   approvals  and
consents of the Administrator necessary for the consummation of the transactions
contemplated by this Agreement shall have been obtained.

                                   ARTICLE XI

                   CONDITIONS TO THE OBLIGATIONS OF THE SELLER
                   --------------------------------------------

          Section 11 Conditions to the Seller's Obligations.  The obligations of
the Seller to consummate the Closing are  conditioned  upon the  satisfaction or
waiver by the Seller in writing  (subject to applicable law), on or prior to the
Closing Date, of the following conditions:

          Section   11.1   Truth  of   Representations   and   Warranties.   The
representations  and  warranties  of the Purchaser  contained in this  Agreement
qualified by materiality  shall be true and correct in all respects,  except for
such   exceptions  as  are  permitted  by  this   Agreement,   without   further
qualification  as of the  Closing  Date,  as if made on such  date  (except  for
representations  and warranties  that relate to a specific date,  which shall be
true and correct in all respects as of such date), and all  representations  and
warranties  of the  Purchaser  contained  in  this  Agreement  that  are  not so
qualified  shall be true and correct in all respects as of the Closing  Date, as
if made on  such  date  with  only  such  exceptions  as are  permitted  by this
Agreement  or  which,

                                      -13-

<PAGE>

individually  or in the aggregate,  would not prevent,  materially  interfere or
delay the Purchaser from performing its obligations  under this Agreement or the
consummation  of the  transactions  contemplated  by this Agreement  (except for
representations  and warranties  that relate to a specific date,  which shall be
true and correct in all respects as of such date).

          Section 11.2 Performance of Agreements. Each and all of the agreements
of the  Purchaser  to be  performed  on or prior to the Closing  pursuant to the
terms hereof shall have been duly  performed in all material  respects,  and the
Purchaser  shall have delivered to the Seller a  certificate,  dated the Closing
Date, to such effect.

          Section 11.3 No  Injunction.  No action,  suit or proceeding  shall be
pending before any court or other government body or public authority wherein an
unfavorable  injunction,  judgment,  order,  decree,  ruling or charge would (a)
restrain or prohibit the completion of the transactions  contemplated hereby, or
(b) cause any of the  transactions  contemplated  hereby to be  rescinded  after
consummation.

          Section  11.4  Statutes.  No Law of any kind shall have been  enacted,
entered,  promulgated or enforced by any Governmental Authority which prohibits,
or has the  effect of  making  illegal,  the  consummation  of the  transactions
contemplated hereby.

          Section  11.5   Governmental   and  Other   Approvals.   All  material
governmental  and other  material  consents and  approvals  (including,  without
limitation,  any necessary  consent of SBS) necessary to permit the consummation
of the transactions contemplated by this Agreement shall have been received.

          Section 11.6  Assignment of Private  Placement  Agreement.  The Seller
shall  have  received  an  assignment  and  assumption  agreement,  in form  and
substance  reasonably  satisfactory to the Seller,  pursuant to which all of the
Seller's rights and obligations under the Private  Placement  Agreement shall be
assigned and delegated to, and accepted by, the Purchaser.  Such  assignment and
assumption  agreement  shall be effective upon Closing,  but not otherwise,  and
shall  have been duly  executed  by the  Purchaser  and,  if  necessary  for its
validity and enforceability, each party to the Private Placement Agreement.

          Section  11.7  Bankruptcy  Matters.   All  necessary   authorizations,
consents,  orders  and  approvals  of the  Bankruptcy  Court  necessary  for the
consummation of the transactions  contemplated by this Agreement shall have been
obtained.  The Section 363 Order shall have been entered by the Bankruptcy Court
and such order shall not have been stayed, modified,  reversed or amended in any
manner materially adverse to the Seller; and the Seller shall have received from
the  Bankruptcy  Court all other  orders,  approvals  and  consents  required to
transfer the Purchased Shares and to consummate the transactions contemplated by
this  Agreement.  The Plan shall have been confirmed by the Bankruptcy  Court on
substantially  the terms  set forth in the  Second  Amended  Chapter  11 Plan of
Reorganization  Jointly  Proposed by Seller and New UPC, Inc.,  dated January 7,
2003 and filed with the United States Bankruptcy Court on January 9, 2003.

                                      -14-

<PAGE>

          Section 11.8 Administrator. All authorizations, approvals and consents
of  the  Administrator  necessary  for  the  consummation  of  the  transactions
contemplated by this Agreement shall have been obtained.

                                  ARTICLE XII

                                   TERMINATION
                                   -----------

          Section  12.1 No  Survival  of  Representations  and  Warranties.  The
representations  and  warranties  of the  Parties  will not  survive  beyond the
Closing  and none of the  Parties  will have any  liability  therefor  after the
Closing;  provided that the representations and warranties  contained in Section
7.3 shall survive the Effective Date.

          Section 12.2 Events of  Termination.  This Agreement may be terminated
and the transactions  contemplated  hereby may be abandoned at any time prior to
the Closing:

          (a) by mutual consent of the Parties;

          (b) by any Party,  if the Closing  Date shall not have  occurred on or
before the Business Day immediately prior to the Effective Date;

          (c) by the Seller if there has been a material  breach of any covenant
or a  material  breach  of any  representation  or  warranty  of the  Purchaser;
provided that any such breach of a covenant or  representation  or warranty,  as
the case may be, has not been  cured  within ten (10)  Business  Days  following
receipt by the Purchaser of written notice of such breach;

          (d) by the  Purchaser,  if there  has been a  material  breach  of any
covenant or a material breach of any  representation  or warranty of the Seller;
provided that any such breach of a covenant or  representation  or warranty,  as
the case may be, has not been  cured  within ten (10)  Business  Days  following
receipt by the Seller of written notice of such breach;

          (e) by any  Party,  if  there  shall  be any  Law of any  Governmental
Authority  that  makes  consummation  of the  transactions  contemplated  hereby
illegal or otherwise prohibited or if any judgment,  injunction, order or decree
of any competent  authority  prohibiting  such  transactions is entered and such
judgment,   injunction,   order  or  decree   shall   have   become   final  and
non-appealable;

          (f) by the  Seller  at any time  after  the date  hereof  if,  for any
consecutive  five trading day period,  the closing  sales price per share of the
common shares of SBS as reported on Euronext Amsterdam N.V. exceeds  (euro)19.17
(as adjusted to reflect any reclassification,  stock split, reverse stock split,
stock dividend or distribution,  subdivision,  recapitalization or other similar
transaction); or

          (g) by any  Party,  if a  Competing  Transaction  is  approved  by the
Bankruptcy Court,  unless the Purchaser has been selected as the Back-up Bidder;
or

                                      -15-
<PAGE>

          (h)  by  the  Seller  if  the  Purchaser  fails  to  comply  with  its
obligations under Section 3.2 within five (5) Business Days following receipt of
the Section 363 Order.

          Section 12.3 Effect of  Termination.  In the event that this Agreement
shall be terminated  pursuant to Section 12.2,  all further  obligations  of the
Parties  under this  Agreement  shall  terminate  without  further  liability or
obligation of any Party to any other Party hereunder except for those provisions
that expressly survive the termination of this Agreement; provided that no Party
shall be released from  liability  hereunder if this Agreement is terminated and
the  transactions  abandoned  by reason  of (i)  failure  of such  Party to have
performed its obligations hereunder or (ii) any  misrepresentation  made by such
Party of any matter set forth  herein.  This  Section  12.3  shall  survive  any
termination of this Agreement.

                                  ARTICLE XIII

                                  MISCELLANEOUS
                                 ---------------

          Section 13.1  Expenses;  Fees.  The Parties shall pay all of their own
expenses relating to the transactions contemplated by this Agreement, including,
without limitation, the fees and expenses of their respective counsel, financial
advisors and accountants.

          Section  13.2  Transfer  Taxes.  In the event  transfer,  documentary,
sales,  use,  stamp or other  similar  Taxes  (other than those  Taxes  exempted
pursuant to said Section 1129 of the Bankruptcy Code) are assessed at Closing or
at any time  thereafter  on the  transfer of any  Purchased  Shares,  such Taxes
incurred as a result of the transactions contemplated hereby will be paid by the
Purchaser.  The Purchaser and the Seller will  cooperate in providing each other
with  any  appropriate   resale  exemption   certifications  and  other  similar
documentation in order to minimize the amount of such Taxes.

          Section 13.3 1999  Agreement  Waivers.  The Seller hereby  irrevocably
waives any and all rights under the 1999 Agreement  which would  otherwise arise
as a result of the execution,  delivery and performance of this Agreement by the
parties hereto and the consummation of the transactions  contemplated  hereby to
the extent necessary to allow the Purchaser to purchase, and exercise all rights
of ownership with respect to, the Purchased  Shares and to exercise any right or
perform  any  obligation  the  Purchaser  may have under this  Agreement  or the
Private Placement Agreement.

          Section 13.4  APPLICABLE  LAW. THIS AGREEMENT IS TO BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH FEDERAL  BANKRUPTCY LAW, TO THE EXTENT  APPLICABLE,
AND WHERE  STATE  LAW IS  IMPLICATED,  THE LAWS OF THE  STATE OF NEW YORK  SHALL
GOVERN, WITHOUT REFERENCE TO CHOICE OF LAW PRINCIPLES,  INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.

          Section 13.5  JURISDICTION;  WAIVER OF JURY TRIAL.  (a) THE BANKRUPTCY
COURT  WILL HAVE  JURISDICTION  OVER ANY AND ALL  DISPUTES  BETWEEN OR AMONG THE
PARTIES,  WHETHER IN LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY AGREEMENT  CONTEMPLATED

                                      -16-

<PAGE>

HEREBY; PROVIDED THAT IF THE BANKRUPTCY COURT IS UNWILLING OR UNABLE TO HEAR ANY
SUCH DISPUTE,  THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED  STATES  OF  AMERICA  LOCATED  IN THE  STATE OF NEW YORK  WILL  HAVE SOLE
JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN OR AMONG THE PARTIES,  WHETHER IN
LAW OR EQUITY,  ARISING OUT OF OR RELATING TO THIS  AGREEMENT  OR ANY  AGREEMENT
CONTEMPLATED HEREBY.

          (b) EACH OF THE PARTIES HERETO HEREBY  IRREVOCABLY  WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          Section 13.6 Captions;  Headings;  Table of Contents.  The Article and
Section captions and the headings and table of contents set forth herein are for
reference  purposes  only,  and  shall  not in any way  affect  the  meaning  or
interpretation of this Agreement.

          Section 13.7  Notices.  All notices,  requests,  demands,  waivers and
other  communications  required or  permitted  to be given under this  Agreement
shall be in writing and shall be deemed to have been duly given if  delivered in
person or mailed,  certified or registered mail with postage prepaid, or sent by
telegram or  telecopier  and a  confirmation  of  transmission  is obtained,  as
follows:

          (a)       if to the Seller, to it at:

                    United Pan-Europe Communications N.V.
                    Boeing Avenue 53
                    1119 PE Schiphol-Rijk
                    The Netherlands
                    Attention:    Ton Tuijten, Esq.
                    Telephone:    +31-20-778-9872
                    Facsimile:    +31-20-778-9841

                    with a copy (which shall not constitute notice) to:

                    White & Case LLP
                    1155 Avenue of the Americas
                    New York, New York  10036
                    Attention:   William F. Wynne, Jr., Esq.
                    Tel:         +1-212-819-8316
                    Fax:         +1-212-354-8113

                                      -17-

<PAGE>

          (b)       if to the Purchaser, to it at:

                    United CMH Holdings, Inc.
                    c/o UnitedGlobalCom, Inc.
                    4643 South Ulster Street
                    13th Floor
                    Denver, Colorado 80237
                    Attention:       Ellen Spangler
                    Telephone:       +1-303-770-4001
                    Facsimile:       +1-303-770-4207

                    with a copy (which shall not constitute notice) to:

                    Holme Roberts & Owen LLP
                    1700 Lincoln, Suite 1700
                    Denver, Colorado  80203
                    Attention:       W. Dean Salter, Esq.
                    Telephone:       +1-303-861-7000
                    Facsimile:       +1-303-866-0800

                    with a further copy (which shall not constitute notice) to:

                    Skadden, Arps, Slate, Meagher & Flom LLP
                    300 South Grand Avenue, Suite 3400
                    Los Angeles, California  90071
                    Attention:       Nick P. Saggese, Esq.
                    Telephone:       +1-213-687-5000
                    Facsimile:       +1-213-687-5600

or to such  other  Person or  address  as any Party  shall  specify by notice in
writing  to each of the other  Parties.  All such  notices,  requests,  demands,
waivers and communications  shall be deemed to have been received on the date of
delivery  unless if mailed,  in which case on the third  Business  Day after the
mailing  thereof  except  for a notice of a change of  address,  which  shall be
effective only upon receipt thereof.

          Section 13.8 Assignment;  Parties in Interest.  This Agreement may not
be transferred,  assigned,  pledged or hypothecated by any Party,  other than by
operation of law;  provided that the Purchaser may transfer or assign,  in whole
or from  time to time in part,  to one or more of its  Affiliates,  the right to
purchase  all or a portion of the  Purchased  Shares,  but no such  transfer  or
assignment  will  relieve  the  Purchaser  of its  obligations  hereunder.  This
Agreement  shall be binding  upon and shall  inure to the benefit of the Parties
and their respective successors and permitted assigns.

          Section  13.9  Counterparts;  Effectiveness.  This  Agreement  may  be
executed in two (2) or more counterparts, in original form or by facsimile, each
of which shall be deemed an original,  but all of which together will constitute
one and the same  document.  This  Agreement  shall  become  effective  upon the
execution and delivery hereof by the Parties.

                                      -18-
<PAGE>

          Section 13.10 Entire Agreement. This Agreement, including the Exhibits
and other  documents  referred to herein  which form a part hereof  contains the
entire understanding of the Parties with respect to the subject matter contained
herein  and  therein.   This  Agreement  supersedes  all  prior  agreements  and
understandings between the Parties with respect to such subject matter.

          Section 13.11 Third Party Beneficiaries.  Each Party intends that this
Agreement  shall not  benefit  or  create  any right or cause of action in or on
behalf of any Person other than the Parties and their respective  successors and
permitted assigns.

          Section 13.12 Severability; Enforcement. The invalidity of any portion
hereof shall not affect the validity,  force or effect of the remaining portions
hereof. If it is ever held that any restriction hereunder is too broad to permit
enforcement of such restriction to its fullest extent,  each Party agrees that a
court of  competent  jurisdiction  may enforce such  restriction  to the maximum
extent  permitted by law,  and each Party  hereby  consents and agrees that such
scope may be  judicially  modified  accordingly  in any  proceeding  brought  to
enforce such restriction.

          Section  13.13  Amendments;   Waiver.  No  amendment,   supplement  or
modification of this Agreement  shall be valid unless the amendment,  supplement
or modification  is in writing signed by all Parties.  No waiver by any Party of
any provision of this Agreement or any default,  misrepresentation  or breach of
warranty or covenant under this Agreement shall be valid unless the waiver is in
writing and signed by the Party making such waiver nor shall such waiver be held
to be a waiver of any other or subsequent default,  misrepresentation or breach.
The  failure of any Party to enforce at any time any of the  provisions  of this
Agreement shall in no way be construed to be a waiver of any such provision, nor
in any way to affect the  validity of this  Agreement  or any part hereof or the
right of such Party thereafter to enforce each and every such provision.

          Section  13.14  No  Strict  Construction.   The  Parties  hereto  have
participated  jointly in the negotiation and drafting of this Agreement.  In the
event  any  ambiguity  or  question  of intent or  interpretation  arises,  this
Agreement shall be construed as if drafted jointly by all Parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring  any Party by
virtue of the authorship of any provision of this Agreement.

                                      * * *

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.




                                UNITED PAN-EUROPE COMMUNICATIONS N.V.



                                By:       /s/ Charles H.R. Bracken
                                   --------------------------------------------
                                    Name:    Charles H.R. Bracken
                                    Title:   Chief Financial Officer and Member
                                             of the Board of Management



                                By:       /s/ Anton A.M. Tuijten
                                   --------------------------------------------
                                    Name:    Anton A.M. Tuijten
                                    Title:   General Counsel and Member
                                             of the Board of Management



                                    ONLY FOR APPROVAL



                                By:       /s/ A. A. M. Deterink
                                   --------------------------------------------
                                    Name:    A. A. M. Deterink
                                    Title:   Administrator



                                UNITED CMH HOLDINGS, INC.


                                By:       /s/ Michael T. Fries
                                   --------------------------------------------
                                    Name:    Michael T. Fries
                                    Title:   President