WAIVER TO BELMARKEN NOTES


     WAIVER TO BELMARKEN  NOTES (the  "Waiver"),  dated as of March 1, 2002,  by
UnitedGlobalCom, Inc. ("UGC").


                             PRELIMINARY STATEMENTS


A.   United Pan-Europe  Communications N.V. ("UPC"), UGC and UGC Holdings, Inc.,
     have entered into a Memorandum  of  Understanding,  dated as of February 1,
     2002 (the "MOU").

B.   Belmarken  Holding B.V.  ("Belmarken")  and UPC, as Obligors,  UPC Internet
     Holding B.V.  ("chello  Holdings"),  as Guarantor,  and  Liberty-Belmarken,
     Inc., as Lender have entered into a Loan Agreement dated as of May 25, 2001
     (the  "Loan  Agreement").  As of the  date  hereof,  pursuant  to the  Loan
     Agreement,  Notes have been issued and are  outstanding  to and are held by
     UGC (the "Belmarken Notes").


C.   UPC  Distribution  Holding  B.V.  and  UPC  Financing  Partnership  (each a
     "Borrower" and, collectively, the "Borrowers"), the companies identified as
     guarantors  in Part I of  Schedule  I  thereto,  the  banks  and  financial
     institutions listed in Part II of Schedule 1 thereto,  Chase Manhattan plc,
     TD Bank Europe Limited,  ABN AMRO Bank N.V., Bank of America  International
     Limited, BNP Paribas, CIBC World Markets plc, Credit Lyonnais,  Fortis Bank
     (Nederland) N.V., and the Royal Bank of Scotland plc as Lead Arrangers,  TD
     Bank Europe Limited and Toronto Dominion (Texas),  Inc., as facility agents
     and TD Europe  Limited  as  Security  Agent for the  Finance  Parties  have
     entered into an Agreement, dated as of October 26, 2000 (such agreement, as
     subsequently amended, modified or supplemented through the date hereof, the
     "Credit Agreement").

D.   Belmarken,  UPC and  chello  Holdings  have  requested  [UGC] to waive  the
     Default  and Event of Default  which  would  arise if any of the  following
     events occur:

     (i)  United  Pan-Europe  Communications  N.V.  ("UPC")  fails  to  pay  the
          interest  due on February 1, 2002 on its  $800,000,000  10 7/8% Senior
          Notes due 2009  issued  under an  Indenture  dated as of July 30, 1999
          between UPC and Citibank N.V. (London Branch), as Trustee;

     (ii) UPC  fails  to  pay  the  interest  due on  February  1,  2002  on its
          $300,000,000  11 1/2% Senior  Notes due 2010 issued under an Indenture
          dated as of January 20, 2000  between UPC and  Citibank  N.V.  (London
          Branch), as Trustee.


<PAGE>

     (iii)UPC  fails  to  pay  the  interest  due on  February  1,  2002  on its
          $600,000,000  11 1/4% Senior  Notes  due 2010  and Eur 200,000,000  11
          1/4%  Senior  Notes due 2010  issued  under an  Indenture  dated as of
          January 20, 2000 between UPC and Citibank  N.V.  (London  Branch),  as
          Trustee.

     (iv) UPC fails to pay the interest  due on May 1, 2002 on its  $252,000,000
          11 1/4%  Senior  Notes due 2009  and  Eur 101,000,000  11 1/4%  Senior
          Notes due 2009 issued under an Indenture  dated as of October 29, 1999
          between UPC and Citibank N.V. (London Branch), as Trustee.

     (v)  UPC fails to pay the interest  due on May 1, 2002 on its  $200,000,000
          11 1/4%  Senior  Notes  due 2010 and  Eur 100,000,000  10 7/8%  Senior
          Notes due 2007 issued under an Indenture  dated as of October 29, 1999
          between UPC and Citibank N.V. (London Branch),  as Trustee (the Senior
          Notes set forth in  paragraphs  (i) through (v) above are  hereinafter
          referred to as the "Senior Notes" and the indentures pursuant to which
          the  Senior  Notes  were  issued are  hereinafter  referred  to as the
          "Senior Note Indentures")

E.   The events described in preceding paragraph D are herein referred to as the
     "Specified Events".

        NOW,  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the signatories below hereby agree
as of the date hereof as follows:

Section 1.  Waivers

          (a) UGC agrees that with effect from the date  hereof,  subject to the
     terms and  conditions  of this  Waiver,  it hereby  waives,  for the period
     described in Section 1(b) only,  any Default and Event of Default under the
     Loan Agreement arising by reason of any of the Specified Events, including,
     without limitation,  any such Default or Event of Default arising by reason
     of  a  cross-default  or  other  termination   provision  under  any  other
     Indebtedness  of UPC and its  subsidiaries  caused by any of the  Specified
     Events.

          (b) The waiver set forth in  paragraph  (a) above  shall be  effective
     during the period  commencing  on the date hereof and ending on the earlier
     of: (v) 5 p.m.  (Amsterdam time), June 3, 2002, (w) the acceleration of any
     Advances  (as  defined  therein)  pursuant  to  the  terms  of  the  Credit
     Agreement,  (x) the acceleration of any of the Senior Notes pursuant to the
     terms of the applicable  Senior Note  Indenture,  (y) the conversion of the
     Belmarken  Notes into UPC ordinary  shares in accordance  with the terms of
     the  Memorandum of  Understanding  and (z) five business days after UGC has
     given notice to UPC that in UGC's judgment, restructuring negotiations with
     holders  of the  Senior  Notes  are not  progressing  satisfactorily  (such
     earlier date, the "Waiver Termination Date").

                                       2

<PAGE>

Section 2. Miscellaneous.

          (a) This Waiver is limited as  specified  and shall not  constitute  a
modification,  acceptance or waiver of any other provision of the Loan Agreement
or the Notes.

          (b) This Waiver may be executed in any number of  counterparts  and by
the  different   parties  hereto  on  separate   counterparts,   each  of  which
counterparts when executed and delivered shall be an original,  but all of which
shall together constitute one and the same instrument.

          (c)  THIS  WAIVER  AND  THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF NEW
YORK.

                                   *   *   *

                                       3

<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Waiver to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.


                                               UnitedGlobalCom, Inc.


                                               By: /s/ Ellen Spangler
                                                  ------------------------------
                                                  Title:



                                       4

<PAGE>

We acknowledge  receipt of the Waiver dated as of March 1, 2002 of which this is
a copy and  hereby  confirm  our  acknowledgement  of the terms  and  conditions
thereof:

Yours faithfully,


                                           UNITED PAN-EUROPE COMMUNICATIONS N.V.


                                           By: /s/ Anton M. Tuijten
                                              ----------------------------------
                                              Title:




                                            BELMARKEN HOLDING B.V.


                                           By: /s/ Anton M. Tuijten
                                              ----------------------------------
                                              Title:




                                            UPC Internet Holding B.V.


                                           By: /s/ Anton M. Tuijten
                                              ----------------------------------
                                              Title:



Date:  March 3, 2002