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                                                                    Exhibit 10.7

                      SUBORDINATED MASTER (LOAN) AGREEMENT
                        (IN RESPECT OF UPC POLSKA, INC.)

This Subordinated Master (Loan) Agreement (this "AGREEMENT") is to be effective
as of the undersigned date between

UNITED PAN-EUROPE COMMUNICATIONS N.V. (the "LENDER"), a public limited liability
company organised and existing under the laws of The Netherlands, with its
registered office in The Netherlands; and

UPC POLSKA, INC. (the "BORROWER"), a Delaware corporation.

       WHEREAS

       This Agreement evidences the terms and conditions of the debt owing from
       the Borrower to the Lender as set out in Appendix I of this Agreement and
       replaces all previous agreements between the Lender and the Borrower with
       respect thereto.

       NOW IT IS HEREBY AGREED

       1.     TERM LOAN

              1.1    The principal amount hereof is stated in Appendix I of this
                     Agreement (the "PRINCIPAL AMOUNT").

              1.2    Subject to paragraph 3 and Section 4.9 below, the Borrower
                     will repay the outstanding Principal Amount on 30 July,
                     2009 (the "REPAYMENT DATE") with unpaid interest thereon in
                     Euros in immediately available funds at the bank and to the
                     account that the Lender dictates.

              1.3    Subject to Section 4.9 below, the Borrower may, at any time
                     prior to the Repayment Date, prepay the whole or part of
                     the outstanding Principal Amount.

              1.4    Interest shall accrue on the outstanding Principal Amount
                     at an interest rate per annum set out on Appendix I or at
                     such other rate as is agreed between the Borrower and the
                     Lender from time to time (the "Lending Rate") for the
                     period from and including the date on which such Principal
                     Amount was advanced by the Lender to the Borrower to but
                     excluding the date on which such Principal Amount is repaid
                     in full. Unless otherwise approved by the Lender, accrued
                     interest is payable on the last business day of each
                     calendar month and on the date of each payment or
                     prepayment of the Principal Amount.

              1.5    The Lender will endorse from time to time and at such times
                     as the Lender shall determine the following on Appendix 1
                     of this Agreement or any continuation thereof;


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                     (a)    the outstanding Principal Amount;

                     (b)    the amount of any pre-payments of the outstanding
                            Principal Amount made by the Borrower under Section
                            1.3 above;

                     (c)    the Lending Rate applying from time to time;

                     (d)    the amount of money transfers added to the
                            outstanding Principal Amount pursuant to section 1.7
                            below; and

                     (e)    the amount of invoices sent added to the outstanding
                            Principal Amount pursuant to section 1.8 below,

                     PROVIDED that the failure so to endorse Appendix I shall
                     not affect the Borrower's obligations hereunder.

              1.6    Notwithstanding anything to the contrary in this Agreement,
                     Appendix I of this Agreement may be endorsed, amended and
                     modified by the Lender without any consent from or writing
                     executed by the Borrower.

              1.7    Money transfers made from the Lender to the Borrower during
                     the term of and pursuant to this Agreement shall be added
                     to the outstanding Principal Amount on the value date that
                     money transfers were made and interest shall accrue upon it
                     as of that date.

              1.8    At the Lender's option, amounts equal to the amounts of
                     invoices sent from the Lender to the Borrower may be added
                     to the outstanding Principal Amount on the last day of the
                     month they were sent and interest shall accrue upon it as
                     of the first of the month following,

                     PROVIDED that the outstanding Principal Amount hereof shall
                     not exceed USD 150 million (or the foreign currency
                     equivalent of such sum).

              1.9    Subject to the terms and conditions of this Agreement, the
                     Lender may make additional loans to the Borrower, following
                     receipt by the Lender from the Borrower of a drawdown
                     notice substantially in the form set out in Appendix II of
                     this Agreement (the "DRAWDOWN NOTICE"),

                     PROVIDED that the outstanding Principal Amount hereof shall
                     not exceed USD 150 million (or the foreign currency
                     equivalent of such sum).

              1.10   All payments under this Agreement to the Lender will be
                     made by the Borrower without reflecting any deduction for
                     any set-off, suspension or counterclaim and without
                     withholding or deduction for or on account of any present
                     or future taxes, duties, assessments or governmental
                     charges of whatever nature, unless the withholding of such
                     taxes or duties is required by applicable law, in which
                     case, the relevant payment shall be increased to the extent
                     necessary to ensure that, after the making of such
                     withholding or deduction, the Lender receives (and retains,
                     free from any liability in respect of such deduction or
                     withholding) a net sum equal to the sum that it would have
                     received had no such withholding or deduction been required

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                     and the Borrower shall indemnify the Lender against any
                     losses or costs incurred by any of them by reason of any
                     failure of the Borrower to make any such deduction or
                     withholding or by reason of any increased payment not being
                     made on the due date for such payment.

              2.     REPRESENTATIONS AND WARRANTIES

                     The Borrower has all necessary corporate power and
                     authority to execute, deliver and perform its obligations
                     under this Agreement; the execution, delivery and
                     performance by the Borrower of this Agreement has been duly
                     authorized by all necessary corporate action on its part;
                     and this Agreement has been duly and validly executed and
                     delivered by the Borrower and will constitute its legal,
                     valid and binding obligations, enforceable against the
                     Borrower in accordance with its terms.

              3.     EVENTS OF DEFAULT

                     If one or more of the following events (each herein called
                     an "EVENT OF DEFAULT") shall occur and be continuing:

                     (a)    The Borrower shall default in the payment when due
                            of the Principal Amount or any interest payable by
                            it hereunder; or

                     (b)    The Borrower shall default in the performance of any
                            of its other obligations in this Agreement and such
                            default (if capable of remedy before the expiry of
                            such period) continues unremedied for a period of 28
                            days from the earlier of the date on which (i) the
                            Borrower has become aware of the default or (ii) the
                            Lender gives notice to the Borrower requiring the
                            same to be remedied, unless no applicable period to
                            remedy such default exists or is available; or

                     (c)    The Borrower or any of its subsidiaries shall
                            default in the payment when due, or within any
                            originally applicable grace period, as the case may
                            be, of any principal of or interest on any of its
                            other indebtedness; or any event specified in any
                            agreement evidencing or relating to any such
                            indebtedness shall occur, if the effect of such
                            event is to cause or permit the lenders in respect
                            of such indebtedness to cause such indebtedness to
                            become due or to be prepaid in full prior to its
                            stated maturity or any representation or warranty
                            made by the Borrower under this Agreement shall
                            prove to have been false or incorrect in any
                            material respect when made or deemed made and, in
                            the event that any representation or warranty is
                            capable of remedy,

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                            the misrepresentation is not remedied within 28 days
                            of the earlier of the date on which (i) the Borrower
                            has become aware of the misrepresentation or (ii)
                            the Lender gives notice to the Borrower requiring
                            the same to be remedied; or

                     (d)    The Borrower or any of its subsidiaries shall admit
                            in writing its inability to, or be generally unable
                            to, pay its debts as such debts become due; or

                     (e)    The Borrower shall (i) apply for or consent to the
                            appointment of, or the taking of possession by, a
                            receiver, custodian, trustee, administrator or
                            liquidator of itself or of all or a substantial part
                            of its property, (ii) make a general assignment for
                            the benefit of its creditors, (iii) commence a
                            voluntary winding up, (iv) file a petition seeking
                            to take advantage of any other law relating to
                            bankruptcy, insolvency, receivership,
                            reorganisation, administration, winding-up, or
                            composition or readjustment of debts, (v) fail to
                            controvert in a timely and appropriate manner, or
                            acquiesce in writing to, any petition filed against
                            it in an involuntary winding up, or (vi) take any
                            corporate action for the purpose of effecting any of
                            the foregoing; or

                     (f)    A proceeding or case shall be commenced, without the
                            application or consent of the Borrower or any of its
                            subsidiaries, in any court of competent
                            jurisdiction, seeking (i) its liquidation,
                            reorganisation, dissolution or winding-up, or the
                            composition or readjustment of its debts, (ii) the
                            appointment of a trustee, receiver, administrator,
                            custodian, liquidator or the like of the Borrower or
                            any of its subsidiaries or of all or any substantial
                            part of its assets, or (iii) similar relief in
                            respect of the Borrower or any of its subsidiaries
                            under any law relating to bankruptcy, insolvency,
                            receivership, reorganisation, winding-up, or
                            composition or adjustment of debts, and such
                            proceeding or case shall continue undismissed, or an
                            order, judgement or decree approving or ordering any
                            of the foregoing shall be entered and continue
                            unstated and in effect, for a period of 120 or more
                            days; or an order for relief against the Borrower or
                            any of its subsidiaries shall be entered in an
                            involuntary winding up; or

                     (g)    This Agreement or any material provision hereof
                            shall cease to be in full force and effect as
                            against the Borrower for any reason other than a
                            termination hereof upon full payment and
                            satisfaction of the obligations hereunder or the
                            Borrower shall contest or purport to repudiate or
                            disavow any of its obligations hereunder or the
                            validity or enforceability thereof; or

                     (h)    In the opinion of the Lender, a material adverse
                            change has occurred in the business, operations,
                            prospects, or the condition (financial or otherwise)
                            of the Borrower or any of its subsidiaries or any
                            event or circumstance has occurred that could have a
                            material adverse effect on the Borrower's ability to
                            perform or observe its obligations under this
                            Agreement or on the legality, validity, binding
                            effect or enforceability of this Agreement.

                     THEREUPON: (i) in the case of an Event of Default other
                     than the ones referred to in clause (e) or (f) of this
                     Section with respect to the Borrower, the Lender may, by
                     notice to the Borrower, declare the Principal Amount then
                     outstanding, and the

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                     accrued interest thereon and all other amounts payable by
                     the Borrower hereunder, to be forthwith due and payable,
                     whereupon such amounts shall be immediately due and payable
                     without presentment, demand, protest or other formalities
                     of any kind, all of which are hereby expressly waived by
                     the Borrower; and (ii) in the case of the occurrence of an
                     Event of Default referred to in clause (e) or (f) of this
                     Section with respect to the Borrower the Principal Amount
                     then outstanding, and the accrued interest thereon and all
                     other amounts payable by the Borrower hereunder shall
                     automatically become immediately due and payable without
                     presentment, demand, protest or other formalities of any
                     kind, all of which are hereby expressly waived by the
                     Borrower.

              4.     MISCELLANEOUS

                     4.1    NOTICES

                            All notices and other communications provided for
                            herein (including, without limitation, any
                            modifications of, or waivers or consents under, this
                            Agreement) shall be given or made by telex,
                            facsimile or by hand in writing and telexed,
                            transmitted by facsimile, mailed or delivered to the
                            intended recipient at its "Address for Notices"
                            specified below its name on the signature pages
                            hereof; or, as to any party, at such other address
                            as shall be designated by such party in a notice to
                            each other party. Except as otherwise provided in
                            this Agreement, all such communications shall be
                            deemed to have been duly given when transmitted by
                            telex or facsimile, personally delivered or, in the
                            case of a mailed notice, upon receipt, in each case,
                            given or addressed as aforesaid.

                     4.2    AMENDMENTS

                            Except as otherwise expressly provided in this
                            Agreement, any provision of this Agreement may be
                            waived, amended or modified only by an instrument in
                            writing duly executed by the party against whom
                            enforcement is or will be sought.

                     4.3    SUCCESSORS AND ASSIGNS

                            (a)    The Borrower may neither assign its rights
                                   nor delegate its duties under this Agreement
                                   without obtaining the Lender's prior written
                                   consent. The Lender may assign all of its
                                   rights and delegate its duties under this
                                   Agreement to any affiliate or to any other
                                   person.

                            (b)    Any reference in this Agreement to a person
                                   shall include such person's successors and
                                   permitted assigns. This Agreement shall be
                                   binding upon and inure to the benefit of the
                                   parties hereto and their respective
                                   successors and assigns.

                     4.4    EFFECTIVENESS

                            This Agreement shall become effective on the date
                            first above written.

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                     4.5    COMPLETE AGREEMENT

                            This Agreement, together with the exhibits and
                            schedules to this Agreement, is intended by the
                            parties as a final expression of their agreement
                            regarding the subject matter hereof and is intended
                            as a complete statement of the terms and conditions
                            of such agreement and merges and supersedes all
                            prior discussions, agreements and understandings of
                            every kind and nature among them as to the subject
                            matter hereof.

                     4.6    ENFORCEABILITY

                            The enforceability or invalidity of any provision or
                            provisions of this Agreement does not render any
                            other provision or provisions of this Agreement
                            unenforceable or invalid, and in lieu of each such
                            illegal, invalid or unenforceable provision there
                            shall be added automatically as a part of this
                            Agreement a provision as similar in terms to such
                            illegal, invalid or unenforceable provision as may
                            be possible, which provision shall be legal, valid
                            and enforceable.

                     4.7    FURTHER ASSURANCES

                            The parties shall do all acts and things (including
                            the executing of additional agreements, instruments
                            and documents) as are required to give effect to
                            this Agreement (and do nothing to jeopardize the
                            same).

                     4.8    COUNTERPARTS

                            This Agreement may be executed in any number of
                            counterparts with each party executing different
                            counterparts, each of which, when executed, shall
                            constitute an original and all of which together
                            shall constitute one instrument.

                     4.9    SUBORDINATION

                            (a)    Subject to Section 4.9(b) below and
                                   notwithstanding any provision of this
                                   Agreement to the contrary, the payment by the
                                   Borrower of any assets or securities
                                   including Common Stock to repay or redeem
                                   liabilities, obligations and indebtedness
                                   under, pursuant to, or evidenced by this
                                   Agreement is hereby subordinated in right of
                                   payment upon a bankruptcy or reorganisation
                                   of the Borrower to the prior payment in full
                                   of the Securities. For the purposes of this
                                   Section 4.9, the terms "COMMON STOCK" and
                                   "SECURITIES" shall have the meanings ascribed
                                   to them in that certain Indenture dated July
                                   14th, 1998 between @Entertainment, Inc. (as
                                   the Borrower was formerly known) and Bankers
                                   Trust Company as trustee for the $252,000,000
                                   aggregate principal amount at maturity
                                   14 1/2% Senior Discount Notes due 2008 and
                                   for the 14 1/2% Series B Senior Discount
                                   Notes due 2008.

                            (b)    For so long as any amounts are outstanding
                                   under the Qualified Loan Agreement between
                                   Belmarken Holding B.V. as lender and

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                                   the Borrower as borrower dated ________,
                                   2001 (the "QUALIFIED LOAN") and
                                   notwithstanding any provision of this
                                   Agreement to the contrary, the payment by
                                   the Borrower of any assets or securities
                                   including Common Stock to repay or redeem
                                   liabilities, obligations and indebtedness
                                   under, pursuant to, or evidenced by this
                                   Agreement is hereby subordinated in right of
                                   payment upon liquidation of the Borrower to
                                   the prior payment in full of any and all
                                   amounts outstanding under the Qualified
                                   Loan.

            4.10       GOVERNING LAW

                       This Agreement shall be governed and construed in
                       accordance with the laws of The Netherlands. Any and all
                       disputes related to this Agreement and/or any agreements
                       arising out of this Agreement shall be submitted to the
                       exclusive jurisdiction of the competent court in
                       Amsterdam, The Netherlands.

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     APPENDIX I to the Subordinated Master (Loan) Agreement between THE LENDER
     and THE BORROWER

     This Appendix evidences loans made to the Borrower under the
     within-described Subordinated Master (Loan) Agreement, on the dates and in
     the principal amounts set forth below and subject to the Lending Rates and
     to the payments and the payments of principal set forth below.


<Table>
<Caption>
         DATE              OUTSTANDING PRINCIPAL AMOUNT        AMOUNT PAID OR PREPAID
         ----              ----------------------------        ----------------------
<S>                        <C>                                 <C>
         31-12-1999                   150,000,000
</Table>


LENDING RATE                                APPLICABLE PERIOD
------------                                -----------------

9.75%                                       14.10.99-31.12.00
11.00%                                      01.01.01-

---------------                             ------------------------

---------------                             ------------------------

---------------                             ------------------------

---------------                             ------------------------

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IN WITNESS WHEREOF, the parties hereto cause this Agreement to be duly executed
on the ____ day of _____________, 2001.


   UNITED PAN-EUROPE COMMUNICATIONS N.V.

         By:        /s/ TON TUIJTEN               By:      /s/ GENE MUSSELMAN
              ----------------------------              ------------------------

         Name:      Ton Tuijten                   Name:    Gene Musselman
         Title:     Director                      Title:   Director
         Address:   Boeing Avenue 53
                    1119 PE Schiphol-Rijk
                    The Netherlands


   UPC POLSKA, INC.

         By:      ______________________

         Name:
         Title:
         Address: One Commercial Plaza, 24th Floor
                  Hartford
                  Connecticut
                  USA




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