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                                                                    Exhibit 10.4


                                 QUALIFIED LOAN
                                 Loan Agreement

This loan agreement (this "AGREEMENT") is to be effective as of the date written
on the signature page hereof between

BELMARKEN HOLDING B.V. (the "LENDER"), a private limited liability company
organised and existing under the laws of the Netherlands; and

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

        WHEREAS

              A.     This Agreement is a "QUALIFIED LOAN" for purposes of the
                     loan agreement dated 25 May, 2001 made among
                     Liberty-Belmarken, Inc. as Lender, the Lender hereunder (in
                     such capacity, the "Company") and United Pan-Europe
                     Communications N.V. ("UPC") as Obligors and UPC Internet
                     Holding B.V. as Guarantor ("CHELLO HOLDINGS") (the
                     "BELMARKEN LOAN AGREEMENT").

              B.     Undefined capitalized terms used in this Agreement shall
                     have the meanings set forth in the Belmarken Loan
                     Agreement.

     NOW THE PARTIES HEREBY AGREE AS FOLLOWS:

     1.  TERM LOAN

             1.1    The principal amount (the "PRINCIPAL AMOUNT") hereof is
                    stated in Appendix I or Appendix II, as the case may be, of
                    this Agreement.

             1.2    Subject to subclause 3 below, the Borrower will repay the
                    outstanding Principal Amount on 25 May, 2007 (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    The Borrower may, at any time prior to the Repayment Date,
                    prepay the whole or part of the outstanding Principal
                    Amount and shall without prejudice to clause 3 hereof,
                    immediately prepay the whole or part of the outstanding
                    Principal Amount, if the Lender so requests and if the
                    Obligors are required to make a mandatory prepayment to the
                    Holders pursuant to Section 5.2 of the Belmarken Loan
                    Agreement. In addition, the Borrower shall prepay the whole
                    or part of the outstanding Principal Amount, if payment
                    thereof would constitute an application of "Net Cash
                    Proceeds" (as defined in the Indenture) from an "Asset
                    Sale" (as defined in the Indenture) permitted under Section
                    10.16(1)(A)(l) or (2) of the Indenture and such

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                  application would not constitute a default under a material
                  agreement of the Borrower or its Affiliates in effect on 29
                  May, 2001. For the purposes of this Section 1.3, the
                  "INDENTURE" means that certain indenture dated as of 20
                  January, 2000 entered into between UPC and Citibank, N.A.
                  (London branch), as trustee, with respect to UPC's
                  $600,000,000 11 1/4% Senior Notes Due 2010 and its
                  [EURO]200,000,000 11 1/4% Senior Notes due 2010.

             1.4  Interest shall accrue on the outstanding Principal Amount at
                  an interest rate per annum set out on Appendix I or 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 I or
                  Appendix II as the case may be, of this Agreement (as it may
                  be amended, renewed, restated or modified from time to time in
                  accordance with the Belmarken Loan Agreement):

                 (a)   the outstanding Principal Amount;

                 (b)   the amount of any pre-payments of the outstanding
                       Principal Amount made by the Borrower under Clause 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 Clause 1.7 below; and

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

                 PROVIDED that the failure so to endorse Appendix I or
                 Appendix II 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

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                  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.

             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 total amount of loans (including loans made
                  pursuant to a Drawdown Notice), money transfers and invoices
                  sent added to the outstanding Principal Amount annually will
                  not exceed the applicable annual funding requirement budget as
                  determined by the Lender in its sole discretion.

             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 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:

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         (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 under 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, 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)     (i) A "Default" as defined in the Loan Agreement shall have
                 occurred and be continuing or (ii) the "Notes" as defined under
                 the Loan Agreement shall have become immediately due and
                 payable;

         (e)     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

         (f)     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;

         (g)     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,


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                 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

         (h)     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

         (i)     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 paragraph (f) or (g) of this Clause with respect to the
          Borrower, the Lender may, by notice to the Borrower, declare the
          Principal Amount then outstanding, and the 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 paragraph (f) or (g) of this Clause 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


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                  and telexed, transmitted by facsimile, mailed or delivered to
                  the intended recipient at its "Address for Notices" specified
                  below its name on the signature page 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 set out on
                  the signature page hereto.

          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


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                  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 jeopardise 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     PRIORITY OF BORROWER'S OBLIGATIONS

                  The Borrower shall ensure that the obligations of the Borrower
                  hereunder shall at all times rank senior in right of payment
                  upon liquidation to all Investments of UPC and its
                  Subsidiaries (other than the Lender) in the Borrower or in any
                  Subsidiary of the Borrower.

          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 Qualified Loan Agreement between THE LENDER and THE BORROWER

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

     DATE                  OUTSTANDING PRINCIPAL      AMOUNT PAID OR PREPAID
                           AMOUNT
 31 --07- 2001             14,497,296


LENDING RATE                APPLICABLE PERIOD

9.75%                       14.10.99-31.12.00
11.00%                      01.01.01-

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

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

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

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<S>                                                           <C>
   BELMARKEN HOLDING, B.V.



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

   Name:   Ton Tuijten                                        Name:  Gene Musselman
   Title:  Director                                           Title: Director


   Boeing Avenue 53
   1119 PE Schiphol-Rijk
   The Netherlands



   UPC POLSKA, INC.


   By ___________________________

   Name:
   Title:

   One Commercial Plaza, 24th Floor
   Hartford
   Connecticut
   U.S.A.
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