TD    Bank Europe Limited

                                 Triton Court,
                                 14/18 Finsbury Square,
                                 London, EC2A 1DB
                                 T:  44(020) 7920 0272   F:  44(020) 7638 1042
                                 Telex  886142

To:      UPC Distribution Holding B.V. ("UPCD")

From:    TD Bank Europe Limited
         (acting with the approval of the Majority Lenders) as Facility Agent

                                                                  4 April, 2003

Dear Sirs,

Senior secured credit facility dated 26 October, 2000 made between,  inter alia,
UPCD,  TD Bank Europe  Limited and Toronto  Dominion  (Texas),  Inc. as Facility
Agents and the banks and financial  institutions  listed  therein (the "Facility
Agreement").

We refer to the Facility  Agreement and the letter between,  inter alia, TD Bank
Europe Limited as Facility  Agent and UPCD dated 1st March,  2002 (the "Original
Waiver Letter") under which the Lenders agreed to waive  temporarily  certain of
their  rights  under the  Finance  Documents.  We also  refer to (a) the  waiver
extension  letters (the  "Waiver  Extension  Letters")  between the same parties
dated 31st May, 2002, 17th June,  2002, 1st July,  2002,  15th July,  2002, 29th
July,  2002,  12th  September,  2002 and 23rd  September,  2002 under  which the
Lenders  agreed  to  extend  the  period  for  which  they had  agreed  to waive
temporarily  certain of their  rights  under the Finance  Documents  and (b) the
modified waiver letter (the "Modified  Waiver Letter")  between the same parties
dated 30th September,  2002 under which the Lenders agreed to extend further the
period for which they had agreed to waiver  temporarily  certain of their rights
under the Finance  Documents,  made certain amendments to the Facility Agreement
and agreed to waive temporarily certain other rights under the Finance Documents
(the Original Waiver Letter, as amended and supplemented by the Waiver Extension
Letters  and  the  Modified  Waiver  Letter,  together  constitute  the  "Waiver
Letters").

In this letter, "Temporary Waiver" means the temporary waivers granted under the
Waiver  Letters.  We note  that the  Temporary  Waiver  is due to expire on 31st
March, 2003.

Terms  defined in the Facility  Agreement or the Waiver  Letters  shall have the
same meaning when used in this letter, save where expressly defined otherwise.

1.   Extension of Temporary Waiver of Certain Rights

UPCD has  requested  the  Lenders to extend the  Temporary  Waiver for a further
period.

We  confirm  that the  Majority  Lenders  agree,  with  effect  from the  Waiver
Effective  Date (as defined in paragraph 5 below) and,  subject to the terms and
conditions  outlined below, to extend the Temporary Waiver until 30th September,
2003.  We further  confirm that the reason the  Majority  Lenders have agreed to
this  extension  is to give UPCD and its  parent  companies  sufficient  time to
finalise  any appeal or cassation  procedure  that may be brought in relation to
the decision of the Amsterdam  court of 13th March,  2003  ratifying the akkoord
(as accepted in the creditors' meeting of 28th February, 2003).
<PAGE>

2.   Amendments to the Waiver Letters

With effect from the Waiver Effective Date:

(a)  the  definition  of  "Relevant  Period" in the Original  Waiver  Letter (as
     amended by the Waiver  Extension  Letters and the Modified  Waiver  Letter)
     shall be amended by:

     (i)  replacing  "31st March,  2003" in paragraph (a) with "30th  September,
          2003"; and

     (ii) deleting "or" at the end of paragraph (e),  deleting "." at the end of
          paragraph (f) and inserting:

     ";   or

          (g)  in the event an appeal or cassation  procedure is brought  before
               the Dutch Court of Appeal or the Dutch  Supreme Court in relation
               to the  decision  of the  Amsterdam  court  of 13th  March,  2003
               ratifying  the akkoord as accepted at the  creditor's  meeting of
               28th  February,  2003 (the "UPC  Akkoord"),  the date  falling 11
               Business Days after a judgement (by either a Dutch Court, a Dutch
               Court of Appeal or the Dutch  Supreme  Court) in relation to such
               appeal or  cassation  procedure  is rendered and has become final
               and conclusive (in kracht van gewijsde), by which the UPC Akkoord
               becomes effective and final."

(b)  The definition of "Termination Event" in paragraph 3 of the Modified Waiver
     Letter shall be amended by:

     (i)  deleting "and" at the end of paragraph (i);

     (ii) deleting "." at the end of paragraph (j) and inserting:

     ";   and

     (k)  at any time prior to the end of the Relevant  Period, a Dutch Court or
          a Dutch Court of Appeal or the Dutch Supreme Court renders a judgement
          that has become final and  conclusive  (in kracht van  gewijsde)  that
          annuls  or  otherwise  reverses  or  overturns  the  decision  of  the
          Amsterdam  court of 13th  March,  2003  whereby  the UPC  Akkoord  was
          ratified or that  otherwise  has the effect that the UPC Akkoord is no
          longer  effective  or will not or  cannot  be  implemented  (including
          without   limitation  any  decision  that  withdraws  or  cancels  the
          moratorium process)."

(c)  paragraph 8.1 of the Modified Waiver Letter shall be amended by:

     (i)  deleting "on or before the date  falling two  Business  Days after the
          Completion of the Restructuring" and replacing it with "following 31st
          March, 2003 and by no later than 9th April, 2003"; and

     (ii) deleting "paragraph 5" and replacing it with "paragraph 6";

(d)  paragraph 1 of Schedule 5 of the Modified Waiver Letter shall be amended by
     deleting  "paragraph  6.1" and  replacing  it with  "paragraph  8.1 of this
     letter (as amended from time to time)";

                                       2
<PAGE>

(e)  paragraph 6(d) of Schedule 5 of the Modified Waiver Letter shall be amended
     by  inserting  "(other  than in relation to bonus  payments  referred to in
     paragraph (a) above)" after "UPC employee bonus scheme";

(f)  the final  paragraph of  paragraph 6 of Schedule 5 of the  Modified  Waiver
     Letter shall be amended by deleting "6.1" and replacing it with "8.1";

(g)  the Original Waiver Letter (as amended by the Waiver Extension  Letters and
     the Modified  Waiver  Letter) shall be amended by adding to paragraph 1 the
     definition  of  "Termination  Event" as it  appears in  paragraph  3 of the
     Modified Waiver Letter (as amended under (b) above);

(h)  paragraph  2(d)(ii)  of the  Original  Waiver  Letter  shall be deleted and
     replaced with:

     "(ii)Advances (not being  Rollover  Advances) may be drawn under Facility A
          for the purpose  (in the case of  Advances  being made under (A) below
          only) of being  applied in the ordinary  course of the Business of the
          Borrower Group as carried on in accordance with the Facility Agreement
          (including  payment of interest and commitment  fees payable under the
          Facility   Agreement),   provided   that  (until   Completion  of  the
          Restructuring):

          (A)  until  the  date  on  which  both  UPCD's  audited   consolidated
               financial  statements for the financial year ended 31st December,
               2002 and UPCD's unaudited  consolidated  financial sttatments for
               the financial  quarter ended 31st March,  2003 have been received
               by  the   Facility   Agent,   such   amounts   shall  not  exceed
               (euro)100,000,000   in  aggregate  for  all  such  Advances  (the
               "Available Amount")"; and

          (B)  no  decision  has been made by a Dutch  Court or a Dutch Court of
               Appeal or the Dutch  Supreme  Court (I) that annuls or  otherwise
               reverses or overturns the decision of the Amsterdam court of 13th
               March,  2003 whereby the UPC Akkoord was ratified or (II) whereby
               the matter is referred  back to a Dutch court or a Dutch Court of
               Appeal  (including  without  limitation no decision being made by
               any such court to withdraw or cancel the moratorium process),

     except that in each case, if all or part of the (euro)125,000,000  provided
     by  UPC  Holdings  to  UPCD  in  accordance   with  paragraph  8.1  of  the
     supplemental  waiver letter dated 27th September,  2002 (and signed by UPCD
     on 30th September,  2002) is used in repayment or prepayment of all or part
     of Facility A,  Advances,  in aggregate  not  exceeding  the amount of such
     repayments and prepayments may be drawn under Facility A in addition to the
     amount  set out in  sub-paragraph  (ii)(A)  above and  notwithstanding  any
     decision described in sub-paragraph (ii)(B) above; and

(i)  paragraph  2(d)(iii)  of the  Original  Waiver  Letter shall be deleted and
     replaced with "[Deliberately left blank]".

3.   Amendments to the Facility Agreement

     With effect from the Waiver Effective Date:

(a)  Clause  7.6(d) of the Facility  Agreement  shall be amended by deleting the
     first paragraph and replacing it with:

                                       3
<PAGE>

     "If  valid  and  enforceable  security  agreements  (in form and  substance
     satisfactory to the Facility  Agent) have been entered into between,  inter
     alia, KTA and the Security Agent granting security over KTA's cable network
     assets in favour of the Security Agent (the "KTA Security  Agreements")  on
     the   occurrence  of  a  KTA  Default  (as  defined  in  the  KTA  Security
     Agreements), UPC Distribution shall:";

(b)  Clause  18.1 of the  Facility  Agreement  shall be amended  by adding  "and
     Clause 18.23 (KTA Network Agreement Enforcement)" between "(inclusive)" and
     "is an Event of Default"; and

(c)  the  following  shall  be  added  as a new  clause  18.23  of the  Facility
     Agreement:

     "18.23 KTA Network Agreement Enforcement

     Valid and enforceable KTA Security Agreements (as defined in Clause 7.6(d))
     have not been entered into and:

     (a)  KTA  becomes  obliged  to  pay  the  penalty  to the  Municipality  of
          Amsterdam on the basis of section 19 of the network  agreement between
          KTA and the  Municipality  of  Amsterdam  dated 6th July,  1995 and as
          amended on 22nd June, 1999 (the "Network Agreement"); or

     (b)  the Municipality of Amsterdam,  as mortgagee or pledgee, has factually
          taken steps to enforce,  by way of  execution,  its pledge or mortgage
          under the Network Agreement,  other than on the basis of the situation
          described under (a), except where such  enforcement is being contested
          in good faith or is removed or discharged within 45 days."

4.   Additional covenants

4.1  UPCD shall procure that, on or before 9th April, 2003 each of the documents
     listed in the schedule to this letter is entered into in form and substance
     satisfactory  to the Facility Agent (acting  reasonably)  and shall provide
     the Facility Agent with evidence of due execution of such documents.

4.2  Notwithstanding the provisions of paragraph 6 of schedule 5 to the Modified
     Waiver Letter,  the transfer of Head Office Costs  described in paragraph 1
     of schedule 5 to the Modified Waiver Letter may include, in addition to the
     fees and expenses of the Lenders and their advisers,  the fees and expenses
     (including  any VAT if applicable) of any other advisers in relation to the
     Restructuring provided that:

     (a)  the cash amount to be transferred to UPCD in accordance with paragraph
          8.1 of the  Modified  Waiver  Letter  shall be increased by the amount
          (the  Relevant  Amount)  of all  such  fees  and  expenses  which  are
          transferred into the Borrower Group; and

     (b)  if at any time the amount of such fees and expenses  referred to above
          exceeds the Relevant Amount,  UPCD will immediately  demand payment of
          the  amount of such  excess  from  [UPC] and shall  procure  that such
          amount is  transferred  to it in accordance  with paragraph 8.1 of the
          Modified  Waiver  Letter within five Business Days of the date of such
          demand.

                                       4
<PAGE>

4.3  Notwithstanding the provisions of paragraph 7 of schedule 5 of the Modified
     Waiver  Letter,  the  leases  of the  properties  at  Boeing  Avenue  "D1",
     Schiphol-Rijk and at Boeing Avenue "D2", Schiphol-Rijk (which are currently
     being occupied by the Borrower  Group) and any other  properties  listed in
     paragraph 7 of schedule 5 of the Modified  Waiver Letter  provided and only
     to the extent that such  properties  are occupied by the Borrower Group may
     be transferred to the Borrower Group as part of the transfer of Head Office
     Costs  referred  to in  paragraph 1 of  schedule 5 of the  Modified  Waiver
     Letter.

5.   Waiver Effective Date

     This letter shall take effect on the date (the "Waiver  Effective Date") on
     which  the  Facility  Agent  notifies  UPCD  and  the  Lenders  that it has
     received,  in form and  substance  satisfactory  to it (acting  reasonably)
     evidence of the due  authorisation  and execution of this letter by UPCD on
     behalf of itself and all other Obligors.

6.   Miscellaneous

6.1  This  letter,  and the Waiver  Letters  (as amended by this  letter)  shall
     (expect where expressly stated otherwise) survive the termination or expiry
     of the Relevant Period and/or the Completion of the Restructuring.

6.2  Save as expressly  amended by this letter,  the terms and conditions of the
     Waiver Letters and the Facility  Agreement  remain in full force and effect
     and UPCD shall be obliged to comply with all the  provisions  of the Waiver
     Letters and the Facility Agreement.

6.3  The terms and conditions of this letter (including  without  limitation the
     covenants  in  paragraph  4 of this  letter) and the Waiver  Letters  shall
     (except where expressly stated otherwise) continue in full force and effect
     notwithstanding the termination or expiry of the Relevant Period and/or the
     Completion of the Restructuring.

6.4  References in this letter to the Waiver Letters or Facility  Agreement mean
     each of the  Waiver  Letters  as amended  from time to time,  including  as
     amended by this letter and the  Facility  Agreement as amended from time to
     time, including as amended by the Waiver Letters and this Letter.

6.5  UPCD  enters  into  this  letter  on its own  behalf  and on behalf of each
     Obligor  pursuant  to the  authority  under  Clause  2.6  of  the  Facility
     Agreement.

6.6  UPCD hereby makes the representations and warranties in Clauses 15.2, 15.3,
     15.4 and 15.5 of the Facility Agreement (on the basis that for this purpose
     references  in those  Clauses  to the  Facility  Agreement  or the  Finance
     Documents  shall be construed as references to the Waiver  Letters and this
     letter).

6.7  Save as expressly provided for in this letter,  this letter is not a waiver
     or amendment  of any term of any of the Waiver  Letters or any of the other
     Finance  Documents and the Waiver  Letters and the other Finance  Documents
     (as amended by the Waiver Letters and this letter) remain in full force and
     effect.

6.8  This  letter  is  designated  a Finance  Document  and may be signed in any
     number of counterparts.

6.9  This letter is governed by English law.

                                       5
<PAGE>

Please confirm your acceptance of the terms of this letter, by countersigning it
and returning it to Rory McCarthy at TD Bank Europe Limited (fax number:  +44 20
7638 0006).

Yours faithfully,



/s/ RORY MCCARTHY
---------------------
for and on behalf of
TD Bank Europe Limited
in its  capacity as Facility  Agent  (acting  with the  approval of the Majority
Lenders)

                                       6
<PAGE>

We agree to the above terms and conditions:



For and on behalf of
UPC Distribution Holding B.V.

  /s/ ANTON TUIJTEN
-------------------


We hereby  confirm  our  acknowledgement  and  agreement  to the above terms and
conditions  and consent to the entry into by UPC  Distribution  Holding  B.V. of
this letter. We hereby confirm that each of the Facility Agreement and the other
Finance Documents (as amended from time to time including pursuant to the Waiver
Letters  and the above  terms and  conditions)  and our  obligations  thereunder
remain in full force and effect.



For and on behalf of
UPC  Distribution  Holding B.V. as Guarantor and Obligors' agent for each of the
other Obligors.

   /s/ ANTON TUIJTEN
--------------------

                                       7
<PAGE>

We agree to the above terms and conditions:



For and on behalf of
UPC Distribution Holding B.V.

   /s/ CHARLES BRACKEN
----------------------
Charles Bracken
Chief Financial Officer



We hereby  confirm  our  acknowledgement  and  agreement  to the above terms and
conditions  and consent to the entry into by UPC  Distribution  Holding  B.V. of
this letter. We hereby confirm that each of the Facility Agreement and the other
Finance Documents (as amended from time to time including pursuant to the Waiver
Letters  and the above  terms and  conditions)  and our  obligations  thereunder
remain in full force and effect.



For and on behalf of
UPC  Distribution  Holding B.V. as Guarantor and Obligors' agent for each of the
other Obligors.

   /s/ CHARLES BRACKEN
----------------------
Charles Bracken
Chief Financial Officer

                                       8
<PAGE>

                                    Schedule

1.   Side letter between  Telekabel Wien GmbH,  Cable Networks  Austria Holdings
     B.V. ("CNAH") and UPC Distribution Holding B.V. in relation to the transfer
     of certain CTO assets from CNAH to Telekabel  Wien GmbH pursuant to the CTO
     Agreement.

2.   Side letter between TD Bank Europe Limited  (acting as Facility  Agent) and
     UPC  Distribution  Holding B.V.  relating to (a) the enforcement of pledges
     and licenses  entered into under  paragraphs  8.2, 8.6(a) and 8.6(b) of the
     Modified Waiver Letter; and (b) the repeating covenant from UPCD confirming
     that all distributions  etc are in relation to transactions  carried out on
     bona fide arms length terms.

3.   Written resolutions authorising entry into, by UPC Distribution Holding BV,
     UPC Distribution  Services BV, Stipdon  Investments BV, Scandinavia Holding
     BV, UPC Sverige AB, Telekabel Hungary N.V., UPC Direct  Programming II B.V.
     and United Pan-Europe Communications Norge AS (as appropriate) of:

     o    Deed of Pledge of Registered  shares between UPC Distribution  Holding
          B.V., as Pledgor,  the Security Agent as Pledgee and UPC  Distribution
          Services B.V.

     o    Deed of Pledge of Receivables between UPCD Distribution  Holding BV as
          Pledgor and the Security Agent as Pledgee

     o    Obligor Framework Agreement with UPC Distribution Holding BV as Lender
          and UPC Distribution Services BV as Borrower

     o    Deed of  Pledge  of  Receivables  between  Stipdon  Investments  BV as
          Pledgor and the Security Agent as Pledgee

     o    Deed of Pledge of Receivables  between UPC  Scandinavia  Holding BV as
          Pledgor and the Security Agent as Pledgee

     o    Deed of Pledge of Receivables  between UPC Distribution  Holding BV as
          Pledgor and the Security Agent as Pledgee

     o    Obligor  Framework  Agreement  with UPC  Scandinavia  Holding  B.V. as
          Lender and UPC Sverige AB as Borrower

     o    Obligor  Framework  Agreement with Stipdon  Investments B.V. as Lender
          and Telekabel Hungary N.V. as Borrower

     o    Obligor  Framework  Agreement  with UPC  Distribution  Holding B.V. as
          Lender and UPC Direct Programming II B.V. as Borrower

     o    Obligor  Framework  Agreement  with UPC  Scandinavia  Holding  B.V. as
          Lender and United Pan-Europe Communications Norge AS as Borrower

                                       9