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
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
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/ XXXXXX XXXXXXXXX
---------------------- ---------------------------
Name: Anton A.M. Tuijten Name: Xxxxxx Xxxxxxxxx
Title: Authorised Rep Title: Authorised Rep
Date: March 26, 2002 Date: Xxxxx 00, 0000
XXX POLSKA, INC.
By: /s/ ANTON A.M. TUIJTEN By /s/ XXXXXX XXXXXXXXX
---------------------------- ----------------------------
Name: Anton A.M. Tuijten Name: Xxxxxx Xxxxxxxxx
Title: Authorised Rep Title: Authorised Rep
Date: March 26, 2002 Date:
3
