EXHIBIT 10.27
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GUARANTY FOR NON-PURPOSE CREDIT
(▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇)
Denver, Colorado November 22, 2000
In consideration of the loan made to The Fries Family Partnership LLLP, a
Colorado limited liability limited partnership ("Borrower"), and acquired by
United International Properties, Inc. ("Lender"), as evidenced by that certain
demand Promissory Note (Non-Purpose Credit) in the principal amount of $431,250
of even date herewith (the "Note"), executed by Borrower and payable to Lender,
and in order to induce Lender to make and maintain such loan to Borrower, the
undersigned, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Guarantor"), does hereby unconditionally and
irrevocably guarantee the punctual and complete payment and performance when due
to Lender of each and all of Borrower's obligations under the Note, together
with interest thereon and any and all expenses which may be incurred by Lender
in collecting all or any of Borrower's obligations under the Note and in
enforcing any rights hereunder, including, without limitation, reasonable
attorneys' fees and expenses.
Guarantor hereby (i) guarantees that the Note will be paid to Lender
strictly in accordance with the terms and provisions of the Note, and (ii)
agrees that, in the event Borrower fails to make any payment due Lender in
accordance with the terms of the Note, Guarantor shall, upon demand of Lender,
immediately pay such amount on behalf of Borrower.
"Stock Options" shall be defined to include all vested stock options and
phantom stock options granted to Guarantor as of this date and any granted in
the future with respect to UnitedGlobalCom, Inc. ("UGC"), United Pan-Europe
Communications N.V. ("UPC"), chello broadband N.V. and Austar United
Communications Limited ("Austar"). "Purpose Credit Stock Options" shall mean the
Stock Options described on Schedule I to the Guaranty for Purpose Credit
(▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇) of even date herewith from Guarantor to Lender, the Stock
Options described on Schedule I to the Promissory Note (Purpose Credit) in the
principal amount of $186,941 of even date herewith from Guarantor payable to
Lender, the Stock Options described on Schedule I to the Promissory Note
(Purpose Credit) in the principal amount of $236,819 of even date herewith from
Borrower payable to Lender, and any Stock Options directly or indirectly
securing any promissory note or guaranty heretofore or hereafter executed by
Borrower or Guarantor evidencing or guaranteeing indebtedness to Lender that
constitutes purpose credit under Regulation U. "Non-Purpose Credit Stock
Options" shall mean all of the Stock Options other than the Purpose Credit Stock
Options. "Regulation U" shall mean Regulation U promulgated by the Board of
Governors of the Federal Reserve System, as amended from time to time, and any
successor or replacement law or regulation. "Business Day" shall mean any day
other than Saturday, Sunday and a day on which banks are required or permitted
to close in Denver, Colorado or London, England.
Until the Note has been paid in full, the Guarantor shall in no event (i)
exercise any of the Non-Purpose Credit Stock Options, unless all of the proceeds
of such exercise are applied toward payment of due but unpaid interest or the
outstanding principal balance of the Note or any other promissory note from
Borrower or Guarantor to Lender evidencing non-purpose credit under Regulation
U, or (ii) take any steps to transfer any of the Non-Purpose Credit Stock
Options. Guarantor hereby instructs UGC, UPC, chello broadband N.V. and Austar
not to permit the exercise of any Non-Purpose Credit Stock Options unless the
proceeds are sent directly to Lender in payment of amounts owing under the Note
or any other promissory note from the Borrower or Guarantor to Lender evidencing
non-purpose credit under Regulation U. If the terms of the applicable stock
option plans are amended to permit Guarantor to pledge any of the Non-Purpose
Credit Stock Options, Guarantor shall immediately pledge such Non-Purpose Credit
Stock Options to Lender. The Purpose Credit Stock Options shall not constitute
collateral or other direct or indirect security for this Guaranty or the
repayment of the Note.
The Guarantor further promises that, upon the release from collateral of
any margin stock pledged by the Guarantor in connection with any margin account,
Guarantor shall inform Lender of such release and if Lender so requests,
Guarantor shall promptly pledge such margin stock to the Lender, free and clear
of any other lien, as security for this Guaranty and the payment of the Note,
and shall in connection with such pledge surrender to the Lender one or more
certificates evidencing such margin stock and take such other action as may be
necessary or desirable to perfect the Lender's security interest therein.
Guarantor further promises that Guarantor will use best efforts to repay the
Note from the proceeds of the sale of any UGC or UPC stock other than stock
acquired through Stock Options since the date of the Note (the application of
proceeds from the sale of UGC or UPC stock acquired through the exercise of
Stock Options being covered by the preceding paragraph).
Upon failure of the Borrower to pay the unpaid principal amount of the Note
within thirty (30) days of the date when such amount becomes due and payable, or
failure of the Borrower to pay interest on the unpaid principal amount of the
Note within thirty (30) days of the date such interest is due and payable, in
addition to any other rights and remedies that Lender may have hereunder or
otherwise at law or in equity, Lender shall have the right to take any or all of
the following actions: (a) cause the Non-Purpose Credit Stock Options to be
exercised to the extent necessary for payment in full of the Note, and (b) cause
any unexercised Non-Purpose Credit Stock Options to immediately terminate and be
of no further force or effect. Notwithstanding such termination, Guarantor shall
remain liable for all amounts due and owing under the Note.
This Guaranty shall not be amended, and no collateral or other direct or
indirect security for this Guaranty shall be withdrawn, released or substituted,
except in compliance with Regulation U.
Guarantor hereby waives notice of acceptance of this Guaranty, and also
presentment, demand, protests and notice of dishonor of any and all of the
obligations under the Notes. No act or omission of any kind on Lender's part
shall affect or impair this Guaranty. This Guaranty shall be governed as to
validity, interpretation, construction, effect, and in all other respects, by
the laws and decisions of the State of Colorado, without regard to conflicts of
laws principles.
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Executed by Guarantor to be effective as of the date set forth above, but
executed this 16 day of May 2001.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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