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                                                                   Exhibit 10.6

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

This 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 conditions of the debt owing from
         the Borrower to the Lender, as set out on 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 below, the Borrower shall 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 and, no later than five
                     business days following the receipt of any Net Cash
                     Proceeds from an Asset Sale by the Borrower or any
                     subsidiary of the Borrower, the Borrower shall prepay such
                     amount as is equal to the Net Cash Proceeds up to, but not
                     exceeding, the whole of the outstanding Principal Amount.
                     For the purposes of this Agreement, the terms "Asset Sale"
                     and "Net Cash Proceeds" shall have the meanings ascribed to
                     them in that certain Indenture dated 30th July, 1999
                     between the Lender and Citibank N.A. (London Branch) for
                     the US$735,000,000 121/2% Senior Discount Notes Due 2009.

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              1.4    Interest shall accrue on the outstanding Principal Amount
                     at an interest rate per annum set out on Appendix I hereof
                     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 I
                     of this Agreement or any continuation thereof;

                     (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    Nothwithstanding 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

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                     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 authorised 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

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              (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, 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

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                     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 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.

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              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.

              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

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                     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    SUBORDINATION

                     For so long as any amounts are outstanding under the
                     Qualified Loan Agreement between Belmarken Holding B.V. as
                     lender and 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. For the
                     purposes of this Section 4.9, the term "COMMON STOCK" shall
                     have the meaning ascribed to it 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.

              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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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:
           Adress:  One Commercial Plaza, 24th Floor
                    Hartford
                    Connecticut
                    USA


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

This Appendix evidences loans made to the Borrower under the within-described
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 prepayments of
principal set forth below.


<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------
DATE                                  OUTSTANDING PRINCIPAL               AMOUNT PAID OR PREPAID
                                      AMOUNT
-------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                 <C>
-------------------------------------------------------------------------------------------------------------
24 - 05 - 2001                        246,592,949
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
</Table>



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

 9.75%                              14.10.99-31.12.00
11.00%                              01.01.01

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

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

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

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


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APPENDIX II to the Master Agreement between THE LENDER and THE BORROWER

                               NOTICE OF DRAWDOWN

From:    UPC Polska, Inc.

To:      United Pan-Europe Communications N.V.

Dated:

Dear Sirs:

 1.     We refer to the master agreement dated [ ] between United Pan-Europe
        Communications NV. and UPC Polska, Inc. from time to time amended,
        varied, novated or supplemented the "MASTER AGREEMENT". Terms defined in
        the Master Agreement shall have the same meaning in this notice.

 2.     We give you notice that, pursuant to the Master Agreement and on [date
        of proposed drawdown], we wish to borrow in the amount of [ ] on the
        terms and conditions of the Master Agreement.

 3.     We confirm that, at the date of this notice, the representation set out
        in clause 2 of the Master Agreement is true and correct in all material
        respects and no Event of Default has occurred which is continuing.

 4.     We confirm that both at the date of this notice and immediately
        following the drawdown proposed in this notice the amount of loans made,
        money transfers and invoices sent by the Borrower to the Lender in the
        current financial year does not and will not exceed the Principal
        Amount.

                                Yours faithfully

                  .............................................

                              for and on behalf of
                                UPC Polska, Inc.

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