UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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In re                                   :         Chapter 11
                                        :
United Pan-Europe Communications N.V.,  :         Case No. 02-16020 (BRL)
                                        :
                               Debtor.  :
                                        :
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                   ORDER AUTHORIZING (A) TRANSFER OF SHARES OF
              SBS BROADCASTING SA TO DEBTOR, (B) SALE OF SHARES TO
               UNITED CMH HOLDINGS, INC. FREE AND CLEAR OF LIENS,
                 CLAIMS, ENCUMBRANCES AND INTERESTS PURSUANT TO
          SECTIONS 105(a), 363(b), 363(f) AND 363(m) OF THE BANKRUPTCY
                CODE AND BANKRUPTCY RULES 6004(f) AND 6004(g) AND
               (C) ASSUMPTION AND ASSIGNMENT OF RELATED AGREEMENT

     This matter having come before the Court on the motion (the "Motion")1 of
the above captioned debtor and debtor in possession (the "Debtor") for entry of
an order, pursuant to Sections 105(a), 363(b), 363(f), 363(m) and 365 of title
11 of the United States Code (the "Bankruptcy Code") and Rules 6004(f), 6004(g)
and 6006 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"),
authorizing (a) the transfer of the SBS Shares to the Debtor, (b) the Debtor to
sell the SBS Shares free and clear of liens, claims and encumbrances and
interests in the SBS Shares (as set forth in the Motion) to United CMH Holdings,
Inc. or its designee ("United CMH"), subject to higher and better offers, (b)
the assumption and assignment of that certain Private Placement Agreement by and
between SBS Broadcasting SA, the Debtor and UGC Holdings Inc. (f/k/a
UnitedGlobalCom., Inc.), dated as of January 27, 2000 (the "Private Placement
Agreement"); and the Court having reviewed the Motion; and the Court having
heard the statements of counsel regarding the relief requested in the Motion at
a hearing

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1   Capitalized terms used but not otherwise defined herein shall have the
    meanings ascribed to such terms in the Motion.


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before the Court (the "Sale Hearing"); and the Court finding that (a)
the Court has jurisdiction over this matter pursuant to 28 U.S.C. Sections 157
and 1334; (b) this is a core proceeding pursuant to 28 U.S.C. Section 157(b)(2);
(c) notice of the Motion and the Sale Hearing was sufficient under the
circumstances; and (d) United CMH is a good faith purchaser of the SBS Shares
within the meaning of 11 U.S.C. Section 363(m); and the Court having determined
that the legal and factual bases set forth in the Motion and at the Sale Hearing
establish just cause for the relief granted herein;

     IT IS HEREBY ORDERED THAT:

     1. The Motion is granted.

     2. The transfer of the SBS Shares to UPC as set forth in the Motion is
hereby approved in all respects, and the Debtor is authorized and empowered to
take all actions and execute all documents necessary or appropriate to
effectuate the terms of such transfer.

     3. Pursuant to Section 363(b) of the Bankruptcy Code, the Debtor is
authorized to sell the SBS Shares to United CMH upon the terms and conditions
set forth in the Sale Agreement. The Sale Agreement and the transactions
contemplated therein are hereby approved in all respects, and the Debtor is
authorized and empowered to enter into, and to perform its obligations under,
the Sale Agreement and to take all actions and execute all documents necessary
or appropriate to effectuate the Sale Agreement.

     4. Pursuant to Section 363(f) of the Bankruptcy Code, the sale of the SBS
Shares to United CMH shall be free and clear of any liens, claims, encumbrances
and interests in the SBS Shares, other than in connection with the Private
Placement Agreement, with any such liens, claims, encumbrances and interests in
connection with the Private Placement Agreement attaching to the proceeds of the
sale.

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     5. The sale of the SBS Shares to United CMH under the Sale Agreement will
constitute a transfer for reasonably equivalent value and fair consideration
under the Bankruptcy Code and the laws of the State of New York. The sale of the
SBS Shares to United CMH under the Sale Agreement will reduce the Maximum
Subscription Amount under the Plan by the amount of the proceeds of the sale.

     6. United CMH is hereby granted and is entitled to the protections provided
to a good faith purchaser under Section 363(m) of the Bankruptcy Code.

     7. The sale approved by this Order is not subject to avoidance pursuant to
Section 363(n) of the Bankruptcy Code.

     8. United CMH has satisfied all requirements under Section 365(f)(2) of the
Bankruptcy Code to provide adequate assurance of future performance of the
Private Placement Agreement. Subject to the closing of the sale of the SBS
Shares to United CMH, the Debtor is authorized and empowered to assume the
Private Placement Agreement and to assign the Private Placement Agreement to
United CMH. Pursuant to Section 365(k) of the Bankruptcy Code, from and after
assignment of the Private Placement Agreement, neither the Debtor nor its estate
shall have any liabilities under the Private Placement Agreement and the Debtor
and its estate shall be relieved of any liability for any breach of the Private
Placement Agreement occurring after such assignment.

     9. Notwithstanding Bankruptcy Rules 6004(g) and 6006(d), this Order shall
be effective and enforceable immediately upon entry and its provisions shall be
self-executing.

     10. The Sale Agreement and any related agreements may be modified, amended
or supplemented by agreement of the Debtor and United CMH without further action
of this Court;

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<PAGE>

provided, however, that any such modification, amendment or supplement is not
material and substantially conforms to and effectuates the Sale Agreement.

     11. The failure specifically to include any particular provisions of the
Sale Agreement or any related agreements in this Order shall not diminish or
impair the effectiveness of such provisions, it being the intent of the Court,
the Debtor and United CMH that the Sale Agreement and any related agreements are
authorized and approved in their entirety with such amendments thereto as may be
made by the parties in accordance with this Order prior to closing of the sale.

     12. To the extent any provisions of this Order conflict with the terms and
conditions of the Sale Agreement, this Order shall govern and control.

     13. This Court shall retain jurisdiction over any matters or disputes
related to or arising from the implementation of this Order and the Sale
Agreement and the rights and duties of the parties hereunder or thereunder.

Dated: March 5, 2003
       New York, New York

                                       /s/ Burton R. Lifland
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                                       Burton R. Lifland
                                       United States Bankruptcy Judge






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