UPC POLSKA INC
EXHIBIT 10.8
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<TYPE>EX-10.8
<SEQUENCE>8
<FILENAME>a2075140zex-10_8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
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                                                                    Exhibit 10.8

                               AMENDMENT AGREEMENT


This Amendment Agreement (this "AGREEMENT") is entered into on the 26th day of
March 2002 between

(1)   UNITED PAN-EUROPE COMMUNICATIONS N.V., a public limited liability company
      organised and existing under the laws of The Netherlands ("UPC"); and

(2)   UPC POLSKA, INC., a Delaware corporation ("POLSKA").



WHEREAS

A.    The parties hereto are each party to a Subordinated Master (Loan)
      Agreement dated 24 August 2001 (the "LOAN AGREEMENT").

B.    The parties hereto wish to amend certain terms of the Loan Agreement
      pursuant to Section 4.2 thereof.



NOW IT IS HEREBY AGREED

1.    AMENDMENTS

      1.1   Section 4.9(a) of the Loan Agreement is hereby amended by (i)
            deleting the last sentence thereof and (ii) replacing such deleted
            sentence with the following:

                  "For the purposes of this Section 4.9, the terms "COMMON
                  STOCK" and "SECURITIES" shall have the meanings ascribed to
                  them in (i) that certain Indenture dated July 14th, 1998
                  between @Entertainment, Inc. (as Polska 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, (ii) that certain Indenture dated January
                  20th, 1999 between @Entertainment, Inc. and Bankers Trust
                  Company as trustee for the $36,001,321 aggregate principal
                  amount at maturity 7% Series C Senior Discount Notes due 2008
                  and (ii) that certain Indenture dated January 27th, 1999
                  between @Entertainment, Inc. and Bankers Trust Company as
                  trustee for the $256,800,000 aggregate

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                  principal amount at maturity 14 1/2% Senior Discount Notes due
                  2009 and the 14 1/2% Exchange Senior Discount Notes due 2009".


      1.2   The parties hereto hereby agree and acknowledge that it was their
            mutual intention to include the language set forth in Section 1.1
            above in Section 4.9(a) of the Loan Agreement at the date of
            execution thereof and the omitted language had been an oversight.

 2.   SEVERABILITY

      If any term or provision of this Agreement is invalid, illegal or
      incapable of being enforced by any law or public policy, all other terms
      and provisions of this Agreement shall nevertheless remain in full force
      and effect so long as the economic or legal substance of the transactions
      contemplated hereby is not affected in any manner materially adverse to
      any party. Upon such determination that any term or provision is invalid,
      illegal or incapable of being enforced, the parties hereto shall negotiate
      in good faith to modify this Agreement so as to effect the original intent
      of the parties as closely as possible in an acceptable manner in order
      that the transactions contemplated hereby are consummated as originally
      contemplated to the greatest extent possible.

 3.   INTERPRETATION

      Whenever the context may require, any pronoun shall include the
      corresponding masculine, feminine and neuter forms. The words "include,"
      "includes" and "including" shall be deemed to be followed by the phrase
      "without limitation." Unless otherwise specified herein, each provision of
      this Agreement shall be effective from the date hereof. The descriptive
      headings contained in this Agreement are for convenience of reference only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

 4.   ENTIRE AGREEMENT

      This Agreement constitutes the entire agreement of the parties hereto with
      respect to the subject matter hereof and supersedes all prior agreements
      and undertakings, both written and oral, between the parties with respect
      to the subject matter hereof.

 5.   FURTHER ASSURANCES; NO CONFLICTS

      Each party hereto, to the fullest extent permitted by applicable law,
      shall take all actions and execute and deliver all documents as reasonably
      necessary to fulfil and accomplish the purposes and transactions
      contemplated by this Agreement.

                                       2

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 6.   AMENDMENT

      This Agreement may not be amended or modified except by an instrument in
      writing signed by all of the parties hereto affected thereby. Except as
      provided in this Agreement, the terms of the Loan Agreement shall remain
      in full force and effect.

 7.   GOVERNING LAW

      This Agreement shall be governed by, 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.

 8.   COUNTERPARTS

      This Agreement may be executed in one or more counterparts, and by the
      different parties hereto in separate counterparts, each of which when
      executed shall be deemed to be an original but all of which taken together
      shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto cause this Agreement to be duly executed


UNITED PAN-EUROPE COMMUNICATIONS N.V.


By:   /s/ ANTON A.M. TUIJTEN                By /s/ EUGENE MUSSELMAN
      ----------------------                   ---------------------------
Name:    Anton A.M. Tuijten                 Name: Eugene Musselman
Title:   Authorised Rep                     Title: Authorised Rep
Date:    March 26, 2002                     Date: March 26, 2002


UPC POLSKA, INC.


By:    /s/ ANTON A.M. TUIJTEN               By /s/ EUGENE MUSSELMAN
    ----------------------------              ----------------------------
Name:    Anton A.M. Tuijten                 Name: Eugene Musselman
Title:   Authorised Rep                     Title: Authorised Rep
Date:    March 26, 2002                     Date:


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