[ON THE HEADED PAPER OF THE ROYAL BANK OF SCOTLAND PLC]

To:      EWT Elektro & Nachrichtentechnik GmbH ("EWT")

And to:  The Guarantors (as defined in the Facility Agreement)

From:    The Royal Bank of Scotland plc as Facility Agent

And from:  The  Royal  Bank of  Scotland  plc  acting  as  agent  for  National
     Westminster Bank plc as Bank


                                                                   1 March, 2002


Dear Sirs,

Re:  Revolving loan facility  agreement  dated 24th October,  2001 made between,
     inter alia, EWT as Borrower, the entities identified therein as Guarantors,
     The Royal Bank of Scotland plc as Facility Agent and Security Agent and the
     financial institutions defined therein as Banks (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

EWT has requested the Banks to  temporarily  waive certain of their rights under
the  Finance  Documents  arising  as a  result  of a  failure  by UPC to pay the
interest due on any of the senior notes  issued under the  indentures  listed in
the  schedule  to this  letter  (the  "Relevant  UPC  Indentures")  on the dates
specified in the schedule (any such failure to pay being a "Specified Event").

We confirm that an Instructing Group agrees, 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 Event of Default or  Potential
Event of Default under:

(a)  Clause 19.6.1 of the Facility Agreement which is constituted by a Specified
     Event; or

(b)  Clause 19.6.2 of the Facility  Agreement  which is  constituted by an event
     described  in Clause  19.6.2 of the Facility  Agreement  under the document
     relating to any Borrowed  Money of UPC 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.

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

(a)  Clause 19.16 (Acceleration and Cancellation); and

(b)  subject to paragraphs 2(b) and 4(a) hereof,  sub-clause  3.3.3(a) of Clause
     3.3 (Drawdown Conditions).

                                       2

<PAGE>

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

(a)  3 June, 2002;

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

(c)  the occurrence of any Event of Default under the Facility  Agreement (other
     than an Event of  Default  in  respect  of which an  Instructing  Group has
     agreed in this letter to temporarily waive certain of their rights); or

(d)  the expiration, termination,  cancellation,  suspension or ceasing to be in
     full force and effect of any waiver,  suspension or other  agreement by any
     creditor  of UPC,  any other  member of the UPC Group or any  member of the
     Group  not  to  exercise  any  rights  or  remedies  of   acceleration   or
     cancellation  (howsoever  described) which such creditor may have under the
     terms  of  the   Indentures,   the  Liberty  Loan   Agreement  or  the  Eur
     3,500,000,000,  US$ 347,500,000 and Eur 95,000,000 facility agreement dated
     26th October, 2000 made between, inter alia, UPC Distribution Holding B.V.,
     Chase Manhattan plc, TD Bank Europe Limited and Toronto  Dominion  (Texas),
     Inc.  against  any  of the  foregoing  as a  result  of or  arising  from a
     Specified Event.

2.   Conditions

The above  agreement by an Instructing  Group is subject to the following  terms
and conditions.  EWT  acknowledges  and agrees to these terms and conditions and
undertakes to perform its obligations as set out below.

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

(b)  Subject to the terms of the  Facility  Agreement  and (during the  Relevant
     Period)  notwithstanding  the occurrence of any Specified  Event,  Advances
     (whether  or  not  Rollover  Advances)  may be  drawn  under  the  Facility
     Agreement  after the date of this letter only if the Term selected for each
     such  Advance  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 may
     agree.  For the avoidance of doubt, the availability of Advances under this
     paragraph 2(b) will be subject to no Event of Default or Potential Event of
     Default or, in the case of Rollover Advances,  Event of Default (other than
     an Event of  Default  or  Potential  Event of  Default  or,  in the case of
     Rollover  Advances,  Event of Default  in  respect of which an  Instructing
     Group has  agreed in this  letter to  temporarily  waive  certain  of their
     rights)  being  outstanding  on the date of the Notice of Drawdown for such
     Advance  or on its  Drawdown  Date or  resulting  from  the  making  of the
     Advance.

(c)  Pursuant  to  clause  22.2 of the  Facility  Agreement,  EWT  shall  pay or
     reimburse  on demand of each of the  Facility  Agent and the other  Finance
     Parties all reasonable  costs and expenses  (including legal fees) together
     with any VAT thereon incurred by any of them in connection with this letter
     or any  such  action  as any of them  might  take in  connection  with  the
     preservation  and/or  enforcement of any of their  respective  rights under
     this  letter  or under  any

                                       3
<PAGE>

     other Finance Document.

(d)  By no later  than 30 days after the date of this  letter,  EWT shall pay or
     shall cause to be paid as the  Facility  Agent may direct all costs,  fees,
     expenses and charges and all stamp, registration or other taxes (including,
     without  limitation,  Eur  54,000  or such  other  amount  as the  relevant
     authorities may require to be paid in relation to consent  requirements) in
     connection  with the  registration  and/or filing with the  competent  land
     register of  mortgages of the Mortgage and the land charge and other rights
     in  favour of the  Finance  Parties  over the  property  located  at Berlin
     Tempelhof-Kreuzberg,  Mitte,  land register sheet 693N,  subdividable  land
     42220,  parcel of land 123. EWT shall, and shall cause each of the relevant
     members of the Group and the Security  Providers under the  above-mentioned
     Mortgage  to,  promptly  do all such  acts or  execute  all such  documents
     (including  notices and instructions) as the Facility Agent or the Security
     Agent may specify in such form as the Facility  Agent or the Security Agent
     may require in connection with the foregoing.

(e)  EWT shall, by no later than 30 days after the date of this letter,  pay the
     following amounts in the following currencies in satisfaction of legal fees
     incurred by the Facility Agent in connection with the Facility Agreement:

     (i)  Euro 79,924.59 to Clifford Chance Punder, Frankfurt (invoices dated 11
          October and 24 October, 2001); and

     (ii) US $2,536.25 to Clifford  Chance Rogers & Wells LLP, New York (invoice
          dated 11 October 2001),

          in each case in accordance with the payment  instructions  provided on
          the  invoices  in  relation  to the above  fees (or  otherwise  as the
          Facility Agent may direct).

(f)  EWT shall,  as soon as  practicable  but in any event within five  Business
     Days of the  execution of this letter,  deliver to the  Facility  Agent,  a
     copy, certified as at the date of delivery thereof as a true and up-to-date
     copy by an Authorised  Signatory,  of an extract of the commercial register
     (Handelsregister) of each Obligor and Security Provider.

3.   Effective Date

The  Relevant  Period  shall  commence on the date on which the  Facility  Agent
notifies  EWT  and  the  Banks  that  it  has  received   evidence  of  the  due
authorisation  and execution of this letter by EWT and each of the Guarantors in
form and  substance  satisfactory  to it  (acting  reasonably)  (the  "Effective
Date").

The  Facility  Agent will give this  notice as soon as  practicable  after these
conditions are  satisfied.  If the Effective Date has not occurred by 4th March,
2002 (or such  later date as an  Instructing  Group may agree in  writing),  the
Instructing  Group'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

                                       4

<PAGE>


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 or  Potential  Event of Default in respect of which an
     Instructing  Group has agreed in this  letter to  temporarily  waive  their
     rights  shall be  disregarded  for the purpose of Clause 14.5 (No  Material
     Defaults) and Clause 14.15 (No Default) of the Facility Agreement; and

(b)  sub-clauses  19.6.1  and  19.6.2  of  Clause  19.6  (Cross-Default)  of the
     Facility  Agreement shall be amended by changing each reference to "UPC" to
     "UPC and/or any other  member of the UPC Group  (other than (i) a member of
     the Group, (ii) the immediate  holding company of UPC Distribution  Holding
     B.V.  from time to time,  being UPC Holding B.V. as of the date hereof,  or
     (iii) UPC Polska Inc. or any of its 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 an
Instructing Group (or, if required, all the Banks).

5.   Miscellaneous

Each Obligor  hereby makes the  representations  and warranties in Clauses 14.1,
14.2, 14.3, 14.4 and 14.9 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) and acknowledges that
the  Finance  Parties  have  entered  into  this  letter  in  reliance  on these
representations and warranties.

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 by fax as follows:

The Royal Bank of Scotland plc
135 Bishopsgate
London  EC2M 3UR
United Kingdom
Fax:          +44 (0) 207 375 8549
Attention:    Ranesh Verma/Eddie Dec, Corporate & Institutional Banking

The National Westminster Bank plc
Global Services, Financial Markets
135 Bishopsgate
London  EC2M 3UR
United Kingdom
Fax:          +44 (0) 207 334 1288
Attention:    Duncan Wiggins, NatWest Global Services, Financial Markets

with a copy to
Clifford Chance

                                       5

<PAGE>


Droogbak 1a
1013 GE Amsterdam
The Netherlands
Fax:          +31 20 711 9999
Attention:    Mark Huddlestone/Andrew Spence/Nicci Bouwman



Yours faithfully,


..............................................
for and on behalf of
The Royal Bank of Scotland plc
in its capacity as Facility Agent



..............................................
for and on behalf of
The Royal Bank of Scotland plc acting as agent for National Westminster Bank plc
in its capacity as Bank


                                       6

<PAGE>


                                    SCHEDULE

                             Relevant UPC Indentures
<TABLE>
<CAPTION>

         Relevant UPC Indenture                                              Date upon which interest is due
         ----------------------                                              -------------------------------
         <S>                                                                 <C>

1.   Indenture  dated 30 July 1999 between UPC and the UPC Trustee for       1 February 2002
     the  $800,000,000   10 7/8%  Senior  Notes  Due  2009  and  the  EUR
     300,000,000 10 7/8% Senior Notes Due 2009

2.   Indenture  dated 29 October  1999 between UPC and the UPC Trustee       1 May 2002
     for the  $200,000,000  10 7/8% Senior  Notes  Due 2007 and the EUR
     100,000,000 10 7/8% Senior Notes Due 2007

3.   Indenture  dated 29 October  1999 between UPC and the UPC Trustee       1 May 2002
     for the  $252,000,000  11 1/4% Senior  Notes Due 2009 and the EUR
     101,000,000 11 1/4% Senior Notes Due 2009

4.   Indenture  dated 20 January  2000 between UPC and the UPC Trustee       1 February 2002
     for  $600,000,000  11 1/4%  Senior  Notes  Due  2010  and the EUR
     200,000,000 11 1/4% Senior Notes Due 2010

5.   Indenture  dated 20 January  2000 between UPC and the UPC Trustee       1 February 2002
     for the $300,000,000 11 1/2% Senior Notes Due 2010

</TABLE>
                                  7


<PAGE>


We agree to the above terms and conditions:



.............................................
For and on behalf of
EWT Elektro & Nachrichtentechnik GmbH

Name:    -----------------------------------
Title:   Geschaftsfuhrer/managing director


ACKNOWLEDGEMENT AND AGREEMENT BY GUARANTORS

We hereby  confirm  our  acknowledgement  and  agreement  to the above terms and
conditions  and  consent to the entry into by EWT  Elektro &  Nachrichtentechnik
GmbH 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
EWT Communications GmbH
Name:    Dr. Walter Maier
Title:   Geschaftsfuhrer/managing director




.............................................
For and on behalf of
Kabeldienst Kabelanschluss-Verwaltungsgesellschaft mbH
Name:    Helga Drucker
Title:   Geschaftsfuhrer/managing director




.............................................
For and on behalf of
TSS Telekabel Service Sud Marketing und Verwaltung GmbH

Name:    -----------------------------------
Title:   Geschaftsfuhrer/managing director


                                       8

<PAGE>



.............................................
For and on behalf of
EWT GmbH and TSS GmbH GbR

Name:    -----------------------------------
Title:   Geschaftsfuhrer/managing director of
EWT Elektro & Nachrichtentechnik GmbH



.............................................
For and on behalf of
EWT GmbH and TSS GmbH GbR

Name:    -----------------------------------
Title:   Geschaftsfuhrer/managing director of
TSS Telekabel Service Sud Marketing und Verwaltung GmbH



.............................................
For and on behalf of
RFC Radio-, Fernseh-u. Computertechnik GmbH
Name:    Richard Pohl
Title:   Geschaftsfuhrer/managing director



.............................................
For and on behalf of
AdiC - Antennendienst Calau GmbH
Name:    Helmuth Reitmayer
Title:   Geschaftsfuhrer/managing director



.............................................
For and on behalf of
CTC GmbH Breitbandtechnik
Name:    Jorg Thunig
Title:   Geschaftsfuhrer/managing director



.............................................
For and on behalf of
CTC GmbH Breitbandtechnik
Name:    Olaf Ehrlich
Title:   Geschaftsfuhrer/managing director


                                       9