[ON THE HEADED PAPER OF TD BANK EUROPE LIMITED]

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

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


                                                                 1st March, 2002


Dear Sirs,

Senior secured  credit  facility  dated 26th 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.  Terms  defined in the  Facility  Agreement
shall have the same  meaning  when used in this  letter,  save  where  expressly
defined otherwise.

1. Temporary waiver of certain rights

UPCD has  requested  the Lenders to  temporarily  waive  certain of their rights
under  the  Finance  Documents  arising  as a  result  of a  failure  by  United
Pan-Europe  Communications  N.V.  ("UPC") to pay the  interest due on any of the
senior notes issued under the  indentures  listed in the schedule to this letter
(the  "Indentures")  on the dates specified in the schedule (any such failure to
pay being a "Specified Event").

We confirm that the Majority Lenders agree,  subject to the terms and conditions
outlined below, not to exercise their rights during the Relevant Period (defined
below)  under the Relevant  Clauses  (defined  below) of the Facility  Agreement
which would otherwise arise as a result of any Default under:

(a)  Clause  18.5(a)  of  the  Facility  Agreement  which  is  constituted  by a
     Specified Event; or

(b)  Clause 18.5(c) of the Facility  Agreement  which is constituted by an event
     described in Clause  18.5(c)  under the document  relating to any Financial
     Indebtedness of UPC, UPCD or any of their  Subsidiaries  which event itself
     is constituted by a Specified Event.

At the end of the Relevant Period,  the rights of the Finance Parties in respect
of the  Relevant  Clauses  and any  Specified  Event  will  revive  and  will be
exercisable in full by the Finance Parties.

"Co-ordinating  Committee" means The Toronto Dominion Bank, JPMorgan Chase Bank,
The Royal  Bank of  Scotland  plc,  Fortis  Bank  (Nederland)  N.V.  and Bank of
America,  N.A.  acting as  co-ordinating  committee  pursuant  to the  letter of
request from UPCD dated 1st March, 2002.

"Deloitte & Touche Engagement Letter" means the letter of engagement between the
Co-ordinating Committee and Deloitte & Touche dated 1st March, 2002.

"Relevant Clauses" means the following clauses of the Facility Agreement:

(a)  Clause 18.21 (Acceleration);

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<PAGE>

(b)  Clauses 4.2 (Further conditions precedent) (in respect of Rollover Advances
     and, subject to paragraph 2(d)(ii), (iii) and (iv) below, certain new money
     Advances);

(c)  Clause 16.23(c) (UPC Distribution  Pledged  Account),  subject to paragraph
     2(c) below; and

(d)  Clause 26.2(b)(iii) (Transfers by Lenders).

"Relevant  Period" means the period commencing on the Effective Date (as defined
below) and ending on the earlier of:

(a)  3rd June, 2002;

(b)  the date five  Business  Days  after the date on which the  Facility  Agent
     (acting on the  instructions  of the  Majority  Lenders)  notifies  UPCD in
     writing  of a  breach  by  UPCD  of  its  obligations  hereunder  which  is
     continuing unremedied, unless the breach (if capable of remedy) is remedied
     within such 5 Business Day period; or

(c)  the occurrence of any Event of Default under the Facility  Agreement (other
     than an Event of  Default in respect  of which the  Majority  Lenders  have
     agreed in this letter to temporarily waive certain of their rights).

2.   Conditions

The above  agreement by the Majority  Lenders is subject to the following  terms
and conditions.  UPCD  acknowledges and agrees to these terms and conditions and
undertakes to perform its obligations as set out below.

(a)  The Finance  Parties  and the  Beneficiaries  reserve  all their  rights in
     respect of any Default  (whether in existence at the date hereof or arising
     thereafter  and whether or not known to any Finance Party or  Beneficiary),
     except to the extent such rights are expressly varied by this letter.

(b)  UPCD shall ensure that by no later than 1st March, 2002, Eur 100,000,000 in
     cash is injected into the Borrower Group by way of  subscription by persons
     outside  the  Borrower  Group  for  shares  in  UPCD  and/or   Subordinated
     Shareholder  Loans  and is  deposited  into  the UPC  Distribution  Pledged
     Account (as defined in clause 16.23 of the Facility Agreement).

(c)  Subject to Clause 16.23 of the Facility Agreement,  withdrawals may be made
     by UPCD from the UPC  Distribution  Pledged  Account and amounts  withdrawn
     shall be applied to meet expenditures arising in the ordinary course of the
     Business  of the  Borrower  Group  as  carried  on in  accordance  with the
     Facility  Agreement  (including the payment of interest and commitment fees
     payable under the Facility Agreement).

(d)  Subject to the terms of the  Facility  Agreement  and (during the  Relevant
     Period) notwithstanding the occurrence of any Specified Event, Advances may
     be drawn under the Facility Agreement after the date of this Agreement only
     as follows:

     (i)  Rollover Advances may continue to be drawn; and

     (ii) following:

          (A)  the Effective Date;

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<PAGE>
          (B)  written  confirmation  by  the  Co-ordinating  Committee  to the
               Facility  Agent that Deloitte & Touche have prepared a report to
               Lenders (which has been delivered to the Co-ordinating Committee
               on or before 1st March, 2002) which states that, on the basis of
               Deloitte  &  Touche's  limited  scope  procedures  as set out in
               Appendix 1(E) of the Deloitte & Touche  Engagement  Letter,  (1)
               the Year 1  Liquidity  Analysis  is  reasonable  as to  quantum;
               however,  in  relation to timing,  UPCD has had more  success in
               delaying the unwinding of its opening  working  capital than was
               envisaged  in the  Year 1  Liquidity  Analysis  and  UPCD  has a
               materially  higher  cash  balance as at 31st  January,  2002,  a
               position that  Deloitte & Touche expect to unwind  progressively
               throughout  the  period to 3rd June,  2002.  Accordingly,  it is
               reasonable for UPCD to say it requires to  draw Eur100,000,000
               under the Facility by 3rd June,  2002; and (2) the cash position
               as at 1st  January,  2002 of the UPCD Group and the Parent Group
               is accurate in all material  respects  (where the defined  terms
               bear the same  meaning as in the  Deloitte  & Touche  Engagement
               Letter); and

          (C)  written  confirmation  by  the  Co-ordinating  Committee  to  the
               Facility Agent that the Co-ordinating Committee has received, not
               less than three  weeks  prior to the first  proposed  Utilisation
               Date which falls during the Relevant  Period, a business plan for
               the  Borrower  Group for a period of not less  than  three  years
               (such period ending no earlier than 31st December, 2004) and that
               such  plan  contains   financial   projections   (and  supporting
               materials)  which on  their  face  show  full  compliance  by the
               Borrower Group during the term of the plan with all financial and
               payment  covenants  and  availability  tests  under the  Facility
               Agreement,

          Advances (not being  Rollover  Advances) may be drawn under Facility A
          for the  purpose  of  being  applied  in the  ordinary  course  of the
          Business of the Borrower  Group as carried on in  accordance  with the
          Facility  Agreement  (including the payment of interest and commitment
          fees payable under the Facility Agreement), subject to there being not
          more than Eur25,000,000 standing to the credit of the UPC Distribution
          Pledged Account on the proposed  Utilisation  Date (deducting from the
          balance  of  that   account  for  this   purpose  the  amount  of  all
          disbursements  to be made from such  account on such date) and further
          provided  that the amount of such new money  Advance  shall not exceed
          the projected cash  requirements of the Borrower Group at the relevant
          time  as  set  out  in  the   liquidity   analysis   supplied  to  the
          Co-ordinating  Committee for the financial  year ending 31st December,
          2002 and for the  thirteen  week or 3 month period  commencing  on 1st
          January,  2002 and in any event  shall not exceed Eur  100,000,000  in
          aggregate for all such Advances;

    (iii) each Interest  Period selected after the date of this letter until the
          end of the Relevant Period shall be one month, or such other period as
          the Facility Agent (or if required by the Facility Agreement,  all the
          Lenders) may agree; and

    (iv)  for the  avoidance  of  doubt,  the  availability  of  Advances  under
          paragraphs (i) and (ii) above will be subject to no Default or, in the
          case of Rollover Advances,  Event of Default (other than a Default or,
          in the case of Rollover Advances, Event of Default in respect of which
          the Majority  Lenders have agreed in this letter to temporarily  waive
          certain of their rights) being  outstanding on the date of the Request
          for such  Advance or on its  Utilisation  Date or  resulting  from the
          making of the Advance.

          The  Co-ordinating  Committee  will  give  the  written  confirmations
          referred  to in  sub-paragraphs  (ii)(B)  and  (C)  above  as  soon as
          practicable after these conditions are satisfied. It

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<PAGE>


          is not a condition to any drawing  under  Facility A that the contents
          of the business  plan referred to in (ii)(C) above are verified by the
          Co-ordinating Committee or its financial advisers.

(e)  [Deliberately left blank]

(f)  UPCD shall ensure that the  Co-ordinating  Committee  (and,  in the case of
     sub-paragraphs  (ii) to (v) (inclusive) below,  Deloitte & Touche) receives
     the following documentation, by the dates specified below:

     (i)    [Deliberately left blank];

     (ii)   [Deliberately left blank];

     (iii)  [Deliberately left blank];

     (iv)   [Deliberately left blank]; and

     (v)    any business plan for the Borrower  Group that is delivered to UPC's
            high  yield  bondholders,  by no later  than the date  such  plan is
            delivered to such bondholders and in any event a three year business
            plan for the Borrower  Group for the period ending on 31st December,
            2004 by no later than three weeks before the first Utilisation under
            paragraph  2(d)(ii)  above which is made during the Relevant  Period
            and in any event by 26th April, 2002.

(g)  UPCD shall ensure that:

     (i)    professional advisers are appointed by 15th April, 2002 to represent
            the  bondholders  of UPC in  respect of the notes  issued  under the
            Indentures  in relation to the  prospective  restructuring  of these
            notes;

     (ii)   during the Relevant Period, neither UnitedGlobalCom, Inc ("UGC") nor
            UPC will sell or cause to be sold any such  Securities held by or on
            behalf of UGC or UPC  respectively  (other than to an  Affiliate  or
            pursuant  to any  exchange  offer made in respect of all  Securities
            issued by UPC under the Indentures); and

                                       4
<PAGE>

     (iii)  details of any formal  tender  offer  proposals to be made by UPC or
            associated   parties  to  the   bondholders   are  provided  to  the
            Co-ordinating Committee not less than one Business Day prior to such
            proposals being publicly announced.

(h)  UPCD  acknowledges  and agrees that Deloitte & Touche is to be appointed by
     the  Co-ordinating  Committee  to  undertake  the  reviews  and prepare the
     reports described in the Deloitte & Touche Engagement  Letter.  UPCD shall,
     and shall ensure that UPC does, provide all assistance  reasonably required
     by Deloitte & Touche in  undertaking  its reviews and preparing its reports
     to the  Lenders.  UPCD shall  ensure  that  following  the  delivery of the
     initial 13 week liquidity analysis referred to in paragraph 2(d)(ii) above,
     the  Co-ordinating  Committee  and Deloitte & Touche  thereafter  receive a
     rolling 13 week or three month  liquidity  analysis for the Borrower  Group
     (prepared on the same basis). UPCD shall ensure that the report by Deloitte
     & Touche  referred  to in  paragraph  2(d)(ii)(B)  and  Deloitte & Touche's
     report (the  "Deloitte & Touche  Business  Plan  Report") in respect of the
     business  plan  referred to in  paragraph  2(f)(v)  above is each  promptly
     reviewed  by UPCD and UPC and that UPC and  UPCD  promptly  comment  on and
     confirm the factual correctness of such reports so as to allow, in the case
     of the Deloitte & Touche Business Plan Report,  such report to be delivered
     to the Co-ordinating Committee by no later than 17th May, 2002.

(i)  UPCD shall provide the Co-ordinating Committee with weekly progress reports
     (by way of  conference  calls or  meetings),  which shall  include  without
     limitation  updates as to progress on the restructuring of UPC's high yield
     bonds. In addition,  UPCD shall ensure that senior officers of UPC and UPCD
     (including without limitation the senior financial officers) attend monthly
     bank meetings with all the Lenders.

(j)  UPCD shall pay upon  presentation of the relevant  invoice all of the costs
     and expenses  (including  without  limitation the fees properly incurred of
     the advisers  referred to in paragraphs  2(h) (to the extent referred to in
     the Deloitte & Touche Letter) and 2(i)) incurred by the Facility Agent, the
     Security  Agent  or the  Co-ordinating  Committee  in  connection  with the
     temporary  waiver of rights  referred to above and in  connection  with any
     restructuring  of the Facility  Agreement (or any discussions or other work
     undertaken with a view to such  restructuring).  UPCD shall also pay to the
     Co-ordinating  Committee all fees and other amounts  referred to in the fee
     letter  entered into between  UPCD and the  Co-ordinating  Committee on 1st
     March, 2002.

3.   Effective date

The  Relevant  Period  shall  commence on the date on which the  Facility  Agent
notifies  UPCD and the Lenders that it has received the  documents  and evidence
specified  below in form and substance  satisfactory  to it (acting  reasonably)
(the "Effective Date"):

     (a)  evidence that UPCD has complied with paragraph 2(b);

     (b)  [Deliberately left blank];

     (c)  [Deliberately left blank]; and

     (d)  evidence  of the due  authorisation  and  execution  of this letter by
          UPCD.

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<PAGE>

The  Facility  Agent will give this  notice as soon as  practicable  after these
conditions are  satisfied.  If the Effective Date has not occurred by 3rd March,
2002 (or such later date as the  Majority  Lenders  may agree in  writing),  the
Majority  Lender's  agreement  under  paragraph 1  (Temporary  waiver of certain
rights)  will  be  automatically   cancelled,   notwithstanding  any  subsequent
satisfaction of these conditions.

4.   Amendments to the Facility Agreement

With effect on the Effective Date until the end of the Relevant  Period (subject
to the last sentence of this paragraph 4):

(a)  any Event of Default in respect of which the  Majority  Lenders have agreed
     in this letter to temporarily  waive their rights shall be disregarded  for
     the purpose of Clause 15.8 of the Facility Agreement;

(b)  Clause 15.14(a) of the Facility Agreement shall be amended as follows:

     (i)    by changing each reference to "Information  Memorandum" to "Material
            Information";

     (ii)   by changing the reference in Clause  15.14(a)(i)  from "UPC" to "UPC
            and/or  any  of its  Subsidiaries  (other  than  any  member  of the
            Borrower Group)";

     (iii)  by  replacing  "material  facts and  circumstances"  on line one and
            "material  factual  information"  on line  three in each  case  with
            "material financial information"; and

     (iv)   by inserting a definition of "Material Information" as follows:

          ""Material  Information"  means  any  information  delivered  by or on
          behalf of UPC or the  Borrower  Group to any  Finance  Party or its or
          their  advisers  pursuant to the terms of the waiver letter dated 1st
          March, 2002 between the Facility Agent and UPC Distribution.";

(c)  Clause 15.25 of the Facility  Agreement shall be amended by deleting "15.14
     (Information)," on line 4 and inserting a new Clause 15.25(d) as follows:

          "(d)      Without limiting paragraph (a) above, the representation and
                    warranty set out in Clause 15.14 (Information) shall be made
                    by UPC Distribution on the date any Material  Information is
                    delivered to any Finance Party by or on behalf of UPC or the
                    Borrower Group.";

(d)  Clause  16.23(a) of the Facility  Agreement shall be amended to provide for
     monthly cash sweeps into the UPC  Distribution  Account,  by replacing  the
     words "each financial quarter of UPC Distribution ending after 1st January,
     2001 (or any earlier financial quarter,  if practicable),  . . . " with the
     words "each calendar month"; and

(e)  Clause  18.5(a),(b)  and (d) of the Facility  Agreement shall be amended by
     changing  each  reference  to "UPC" to "UPC and/or any of its  Subsidiaries
     (other than any member of the Borrower Group, UPC Distribution  Holdco, UPC
     Polska Inc. or UPC Germany GmbH or any of their Subsidiaries)".

If the Relevant Period ends because of an Event of Default, the above amendments
shall continue to apply until such Event of Default is remedied or waived by the
Majority Lenders (or, if required, all the Lenders).

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<PAGE>

5. Miscellaneous

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.

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 this letter).

Save as expressly  provided  for in this letter,  this letter is not a waiver or
amendment of any term of the Finance  Documents and the Finance Documents remain
in full force and effect.

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

This letter is governed by English law.

Please confirm your acceptance of the terms of this letter, by countersigning it
and returning it to Stephen  McPherson at TD Bank Europe Limited (fax number:  +
44 20 7638  0006)  with a copy to  Philip  Bowden at Allen & Overy  London  (fax
number: +44 20 7330 9999).

Yours faithfully,

..............................................
for and on behalf of
TD Bank Europe Limited
in its  capacity as Facility  Agent  (acting  with the  approval of the Majority
Lenders)

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<PAGE>


                                    SCHEDULE

                            UPC high yield indentures

USD  800,000,000  10.875%  senior  notes due 2009 and Euro  300,000,000  10.875%
senior  notes due 2009 issued  under an  indenture  dated as of 30th July,  1999
under which interest is due  semi-annually  with the next interest  payment date
falling on 1st February, 2002.

USD  200,000,000  10.875%  senior  notes due 2007 and Euro  100,000,000  10.875%
senior notes due 2007 issued under an indenture  dated as of 29th October,  1999
under which interest is due  semi-annually  with the next interest  payment date
falling on 1st May, 2002.

USD  252,000,000  11.250%  senior  notes due 2009 and Euro  101,000,000  11.250%
senior notes due 2009 issued under an indenture  dated as of 29th October,  1999
under which interest is due  semi-annually  with the next interest  payment date
falling on 1st May, 2002.

USD  600,000,000  11.250%  senior  notes due 2010 and Euro  200,000,000  11.250%
senior notes due 2010 issued under an indenture  dated as of 20th January,  2000
under which interest is due  semi-annually  with the next interest  payment date
falling on 1st February, 2002.

USD 300,000,000 11.500% senior notes due 2010 issued under an indenture dated as
of 20th January,  2000 under which interest is due  semi-annually  with the next
interest payment date falling on 1st February, 2002.

                                       8
<PAGE>


We agree to the above terms and conditions:



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


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 above
terms and conditions) and our  obligations  thereunder  remain in full force and
effect.



...............................................
For and on behalf of Cable Network Austria Holding B.V.



...............................................
For and on behalf of
Stipdon Investments B.V.



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



...............................................
For and on behalf of
UPC Financing Partnership



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

                                       9
<PAGE>


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



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



...............................................
For and on behalf of
UPC Nederland N.V.



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

                                       10