EXHIBIT 10.45
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June 25, 2001
United International Properties, Inc. UnitedGlobalCom, Inc.
0000 X. Xxxxxx Xxxxxx, Xxxxx 0000 0000 X. Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000 Xxxxxx, Xxxxxxxx 00000
New UnitedGlobalCom, Inc.
0000 X. Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
RE: Transfer of Loans
Ladies and Gentlemen:
This letter agreement is in reference to the following promissory notes
(collectively, the "Notes") executed and delivered to United International
Properties, Inc. ("Lender"): (a) that Promissory Note (Purpose Credit) dated
November 22, 2000, in the principal amount of US$186,941, from Xxxxxxx X. Xxxxx
("MTF") payable to Lender; (b) that Promissory Note (Purpose Credit) dated
November 22, 2000, in the principal amount of US$236,819 from The Fries Family
Partnership LLLP (the "Partnership") payable to Lender; (c) that Promissory Note
(Non-Purpose Credit) dated November 22, 2000, in the principal amount of
US$431,250 from the Partnership to Lender; (d) that Promissory Note (Purpose
Credit) dated December 21, 2000, in the principal amount of US$205,376 from MTF
payable to Lender; (e) that Promissory Note (Purpose Credit) dated December 21,
2000, in the principal amount of US$159,596 from the Partnership payable to
Lender; (f ) that Promissory Note (Non-Purpose Credit) dated December 21, 2000,
in the principal amount of US$290,625 from the Partnership to Lender; (g) that
Promissory Note (Purpose Credit) dated April 4, 2001, in the principal of
US$97,488 from the Partnership payable to Lender (h) that Promissory Note
(Non-Purpose Credit) dated April 4, 2001, in the principal amount of US$177,512
from the Partnership to Lender; (i) that Promissory Note (Purpose Credit) dated
June 25, 2001, in principal amount of US$24,750 from MTF to Lender; (j) that
Promissory Note (Purpose Credit) dated June 25, 2001, in the principal amount of
US$400,946 from the Partnership to Lender; and (k) that Promissory Note
(Non-Purpose Credit) dated June 25, 2001, in the principal amount of US$946,278
from the Partnership to Lender. These Notes are secured by, among other things:
(a)(i) stock options to purchase 75,436 shares of UnitedGlobalCom, Inc. (the
"Company") Class A Common Stock ("Class A Shares") granted by the Company to MTF
United International Properties, Inc.
New UnitedGlobalCom, Inc.
June 25, 2001
Page 2
on June 22, 1993, (ii) stock options to purchase 20,000 Class A Shares granted
by the Company to MTF on December 20, 1996, (iii) stock options to purchase
200,000 Class A Shares granted by the Company to MTF on September 18, 1998, (iv)
stock options to purchase 8,772 Class A Shares granted by the Company to MTF on
July 22, 1993, (v) stock options to purchase 15,000 Class A Shares granted by
the Company to MTF on July 22, 1993, (vi) stock options to purchase 70,000 Class
A Shares granted by the Company to MTF on June 16, 1995, (vii) stock options to
purchase 100,000 Class A Shares granted by the Company to MTF on December 17,
1999, and (viii) stock options to purchase 1,000,000 Class A Shares granted by
the Company to MTF on December 6, 2000, subject to the Company's shareholders
approving an increase in the number of shares available under the Company's 1993
Stock Option Plan ((i) through (viii) collectively the "Options"); and (b)(i)
91,580 shares of Class B Common Stock of the Company issued in the name of the
Partnership, (ii) 6,000 Class A Shares issued in the name of MTF, and (iii)
140,792 Class A Shares issued in the name of the Partnership ((i) through (iii)
collectively, the "Stock"). In addition, the Notes provide for the termination
of the Options or the cancellation of the Stock at the Lender's option upon the
occurrence of certain defaults under the Notes.
ASSIGNMENT: MTF and the Partnership each hereby authorize the Lender to
assign the Notes together with all security pledged in connection therewith and
agreements related thereto to New UnitedGlobalCom, Inc. and its successors and
assigns ("New UGC") upon the close of the Liberty Transaction or as soon as
practical thereafter. New UGC hereby agrees to accept such assignment when
submitted by the Lender in full without any qualification or limitation. As used
herein, the Liberty Transaction refers to the closing whereby New UGC becomes an
owner of the Company and Liberty Media Corporation receives 60 million shares of
New UGC, among other things.
STOCK CANCELLATION: MTF and the Partnership each hereby also authorize and
instruct the Company or New UGC, as the case may be, to cancel the Stock held in
the name of MTF or the Partnership upon receipt of a Notice of Default (as
defined below) from the holder of the Notes. The Company and New UGC each hereby
agree that upon receipt by it of a written notice (a "Default Notice") from the
holder of the Notes, which states MTF or the Partnership or both are in default
under one or more of the Notes, to accept the Stock from the holder of the Notes
and cancel the same.
MISCELLANEOUS: This letter agreement constitutes the entire understanding
among the parties with respect to the subject matter contained herein and
supercedes all prior discussions or prior agreements and understandings relating
to such subject matter. This letter agreement can not be altered or amended, nor
any rights hereunder be waived, except by an instrument in writing and executed
by the party or parties to be charged with such amendment or waiver. This letter
agreement shall be binding upon the parties hereto and, except as otherwise
prohibited, their respective successors and assigns. This letter agreement may
be delivered by facsimile or similar transmission and shall be valid as an
United International Properties, Inc.
New UnitedGlobalCom, Inc.
June 25, 2001
Page 3
effective and binding agreement. This letter agreement shall be governed by and
construed in accordance with the laws of the State of Colorado, without giving
effect to any conflict of law provisions thereof. This letter agreement may be
executed in counterparts and shall become operative when each party has executed
and delivered at least one counterpart.
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United International Properties, Inc.
New UnitedGlobalCom, Inc.
June 25, 2001
Page 4
Very truly yours,
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
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Date:
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THE FRIES FAMILY PARTNERSHIP LLLP
By: The Xxxxx X. Xxxxx Trust,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxxx, Xx.,
Trustee
AGREED TO AND ACCEPTED
This 25th day of June 2001
UNITED INTERNATIONAL PROPERTIES, INC. UNITEDGLOBALCOM, INC.
By: By:
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Name: Name:
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Title: Title:
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NEW UNITEDGLOBALCOM, INC.
By:
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Name:
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Title:
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