To:      SBS Broadcasting S.A.
         8-10 rue Mathias Hardt
         L-1717 Luxembourg
         Luxembourg


From:    United Pan-Europe Communications N.V.
         Fred. Roeskestraat 123
         P.O. Box 74763
         1070 BT Amsterdam
         The Netherlands
                                                                   11 April 2000

Dear Sirs:

Exchange Offer Agreement dated as of March 9, 2000 between United Pan-Europe
Communications N.V. and SBS Broadcasting S.A. ("the Agreement")

This letter records our agreement that, notwithstanding the occurrence of a
Trigger Event giving rise to a right for Purchaser to terminate the Agreement,
Purchaser has elected not to terminate the Agreement, and instead Purchaser and
the Company have agreed to amend the Agreement pursuant to section 8.04 thereof
so that the last paragraph of section 1.01(a)(ii) of the Agreement is deleted in
its entirety and replaced by the following paragraph:

     "Notwithstanding the foregoing, if the average closing sale price of
     Purchaser Shares on NASDAQ for ten trading days selected at random (the
     "Random Trading Days") on the Consideration Calculation Date from the 20
     trading days prior to the Consideration Calculation Date is equal to or
     less than US$147 (which number will be adjusted in accordance with Section
     1.01(a)(iii)) then the Purchaser may within one US Business Day following
     the Consideration Calculation Date elect by giving notice to the Company to
     terminate this Agreement, provided that if the Purchaser does not so notify
     the Company within such one US Business Day period, Purchaser shall not be
     entitled to terminate this Agreement pursuant to this paragraph. The Random
     Trading Days shall be selected by the Purchaser drawing random lots on the
     Consideration Calculation Date at the London offices of the Purchaser at
     which a representative of the Company shall be in attendance. For the
     purpose of this paragraph the Consideration Calculation Date will be
     determined by the Purchaser as being the third US Business Day prior to the
     date that would in the Purchaser's reasonable opinion have been the
     commencement date of the Offer based on the terms of this Agreement were it
     not for the operation of this paragraph."

Purchaser hereby acknowledges its obligations, as provided in and subject to the
terms and conditions of the Agreement (and in particular sections 1.01(f) and
6.04 thereof), to (i) commence the Offer as promptly as practicable after the
SEC has declared that its Registration Statement on Form S-4 relating to the
Offer has become effective, and (ii) to use its reasonable best efforts to take,
or cause to be taken, all appropriate action, and to do, or cause to be done,
<PAGE>

all things necessary, proper or advisable under any Applicable Law or Rule to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by the Agreement.

Capitalised terms used but not defined in this letter have the meanings assigned
to them in the Agreement.

Please confirm your agreement to the above by countersigning this letter and
returning it to us in accordance with Section 9.05 of the Agreement.



Yours faithfully,



United Pan-Europe Communications NV





             s/s                                         s/s
------------------------------------        ------------------------------------
By:  Mark Schneider                         By: John Riordan
Title: Managing Director                    Title: Managing Director




We confirm our agreement to the above:

SBS Broadcasting SA




             s/s                                         s/s
------------------------------------        ------------------------------------
By:  Harry Evans Sloan                      By: Howard A. Knight
Title: Chairman, Chief Executive            Title: Vice Chairman, Chief
       Officer                                     Operating Officer