NETIA HOLDINGS S Sample Clauses

NETIA HOLDINGS S. A., a joint stock company incorporated under the laws of Poland, with registered office in Warsaw, at ul. Poleczki 13, Poland entered in the register of entrepreneurx xxxx xx xxx Xxxxxxxx Court in Warsaw, XX Commercial Division of National Court Register, under number KRS 0000041649 ("NETIA HOLDINGS");

NETIA HOLDINGS S. A., a Polish joint stock company (the "COMPANY"); (A) Netia Holdings B.V. ("B.V.I") issued three series of notes: US$200,000,000 10.25% Senior Notes due 2007, US$193,550,000 11.25% Senior Discount Notes due 2007, and DM207,062,000 11% Senior Discount Notes due 2007 (the "B.V. I NOTES"); (B) Netia Holdings II B.V. ("B.V.II") issued three series of notes: US$100,000,000 13.125% Senior Notes due 2009, EUR100,000,000 13.5% Senior Notes due 2009, and EUR200,000,000 13.75% Senior Notes due 2010 (the "B.V. II NOTES" and together with the B.V. I Notes the "OLD NOTES"); (C) Each of the Old Notes are guaranteed by the Company under the terms of each applicable indenture (the "OLD NOTES GUARANTEES"); (D) Certain Beneficial Holders (each together the "CONSENTING NOTEHOLDERS") agreed, by signing the Restructuring Agreement dated 5 March 2002 (the "RESTRUCTURING AGREEMENT"), and the Exchange Agreement dated 14 June 2002 as amended from time to time (the "EXCHANGE AGREEMENT") (the Restructuring Agreement and the Exchange Agreement together, the "RESTRUCTURING DOCUMENTS") to (i) cancel the primary debt obligations of B.V. I and B.V. II, respectively, under the Old Notes in exchange for new secured notes (the "NEW NOTES") to be issued by a Company's Dutch subsidiary now determined to be B.V. I in composition proceedings in the Netherlands (the "DUTCH COMPOSITION PROCEEDINGS") as set forth in the Restructuring Documents; and (ii) to reduce the Old Notes Guarantees in arrangement proceedings involving the Company in Poland (together with the arrangement proceedings with regard to Netia South Sp. z o.o. ("South") and Netia Telekom S.A. ("TELEKOM"), the "POLISH ARRANGEMENT PROCEEDINGS"; Dutch Composition Proceedings and Polish Arrangement Proceedings together referred to as "FINANCIAL RESTRUCTURING") to receiving zero coupon, zioty-denominated transferable instalment rights (the "NOTEHOLDERS' INSTALMENT RIGHTS") as set forth in the Restructuring Documents; (E) JP Morgan Chase Bank ("JPMC"), in its capacity as the holder of a claxx xnder a conditional guarantee by the Company dated 20 February 2002 (the "JPMC SWAP GUARANTEE") in respect of the payment due from Netia Holdings III B.V. ("B.V.III") under the terms of a swap close-out agreement dated 10 January 2002 (the "JPMC SWAP TERMINATION LETTER") terminating two cross currency swap contracts both dated 18 January 2001 agreed to (i) cancel its close-out amount claims under the JPMC Swap Termination Letter against B.V. Ill in D...

NETIA HOLDINGS S. A. ------------------------------------------------------ TERMINATION AGREEMENT ------------------------------------------------------ CONTENTS Section Page

NETIA HOLDINGS S. A., on behalf of itself and the other companies in the Company Group

NETIA HOLDINGS S. A. a joint-stock company incorporated in the Republic of Poland (the "COMPANY").

NETIA HOLDINGS S. By: -------------------------------- Name: Title: MEIR SREBERNIK as Attorney-in-Fact on behalf of the Selling Stockholders By: -------------------------------- Name: Meir Srebernik Title: Attorney-in-Fact EXHIBIT C CONFIRMATION OF DEPOSIT AND RECEIPT OF OPTION SHARES __ _____ 1999 ING Barings (Warsaw Branch) ------------------ ------------------ Poland Ladies and Gentlemen: In accordance with notice of an over-allotment option exercise pursuant to Section 2 of the Underwriting Agreement, dated ___ July 1999, among Netia Holdings S.A. (the "COMPANY"), the Selling Stockholders (as defined therein) and Xxxxxxxxx, Xxxxxx & Xxxxxxxx International, Xxxxxx Brothers International (Europe), Credit Suisse First Boston (Europe) Limited, ABN AMRO Rothschild and Deutsche Bank AG London, as representatives of the several underwriters named on Schedule I to the Underwriting Agreement, I do hereby deliver to ING Bank N.V. (Warsaw Branch), acting as escrow agent pursuant to the Escrow Agreement dated ___ August 1999, certificates representing the aggregate number set forth below of the Company's common shares, nominal value Pln 6.00 per share for deposit to the Option Share Blocked Account (as defined in the Escrow Agreement) indicated below.