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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.
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DATE OUTSTANDING PRINCIPAL AMOUNT PAID OR PREPAID
AMOUNT
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24 - 05 - 2001 246,592,949
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LENDING RATE APPLICABLE PERIOD
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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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