EXHIBIT 10.42
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May 16, 2001
United International Properties, Inc.
0000 Xxxxx Xxxxxx Xxxxxx; Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
United Pan-Europe Communications N.V.
Boeing Avenue 53011-3120-778-9840
1119 PE Schipol
Rijk
The Netherlands
Re: Exercise and sale of options to pay promissory notes
Ladies and Gentlemen:
This letter agreement is in reference to the following promissory notes (the
"Notes") executed and delivered by The Fries Family Partnership LLLP
("Borrower") to United International Properties, Inc. ("Lender"): (a) that
Promissory Note (Non-Purpose Credit), dated November 22, 2000, in the principal
amount of US$431,250; (b) that Promissory Note (Non-Purpose Credit), dated
December 21, 2000, in the principal amount of US$290,625; and (c) that
Promissory Note (Non-Purpose Credit), dated April 4, 2001, in the principal
amount of US$177,512, which Notes are secured by, among other things, the
proceeds from vested stock options and phantom stock options (the "Options")
granted to Xxxxxxx X. Xxxxx ("MTF") by United Pan-Europe Communications N.V.
(the "Company"). In addition, the Notes provide for the termination of the
Options (as defined below) at the Lender's option upon the occurrence of certain
defaults under the Notes.
MTF has delivered to the Lender an undated option exercise notice executed in
blank by MTF (the "Exercise Letter"), pursuant to which the Lender may cause MTF
to exercise some or all of the Options and direct the Company to sell such
Options and apply the proceeds: (a) first to the payment of the option exercise
price; (b) next to pay any required withholding of income, employment and other
taxes with respect to the exercise of such Options; and (c) next to the payment
of the Notes.
1. AUTHORIZATION AND INSTRUCTION OF MTF.
(a) MTF hereby authorizes the Lender to complete and date the
Exercise Letter and submit the Exercise Letter to the Company at
any time for purposes of causing MTF to exercise some or all of
the Options.
(b) MTF hereby authorizes and instructs the Company: (i) to accept
the Exercise Letter when submitted by the Lender to the Company;
(ii) to sell the shares of stock covered by the Options exercised
pursuant to the Exercise Letter and apply the proceeds of such
sale as described in the Exercise Letter, including, without
limitation, to remit the proceeds of the sale to Lender as
described in Section 3 of the Exercise Letter; and (iii) to
cancel those Options granted to MTF that are specified by the
Lender in the Default Notice (as defined below).
2. AGREEMENT OF THE COMPANY. The Company hereby agrees: (i) to accept the
Exercise Letter when submitted by the Lender; (ii) to sell the shares
covered by the Options described in the Exercise Letter when submitted by
the Lender and apply the proceeds of such a sale as described in the
Exercise Letter; and (iii) upon receipt by the Company of a written notice
(a "Default Notice") from the Lender which states that Borrower is in
default under one or more of the Notes, to cancel those Options granted to
MTF that are specified by the Lender in the Default Notice as authorized in
Section 1(b) above. Upon receipt by the Company of any request from MTF
regarding an exercise of Options, the Company further agrees to sell the
shares covered by such Options and apply the proceeds of such a sale as set
forth in this letter agreement as if the Lender had delivered an Exercise
Notice to the Company.
3. AGREEMENT OF LENDER. Lender agrees: (a) to accept the proceeds of the sale
remitted by the Company to Lender pursuant to Section 2 above; (b) to apply
such proceeds towards payment of outstanding amounts owing under the Notes;
and (c) to remit to MTF any remaining proceeds after application to payment
in full of all outstanding amounts owing under the Notes.
4. MISCELLANEOUS. This letter agreement constitutes the entire understanding
between the parties with respect to the subject matter contained herein and
supersedes 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. The parties acknowledge that the Company's
obligations hereunder may be limited by applicable bankruptcy, insolvency
or similar laws affecting creditors' rights generally. This letter
agreement may be delivered by facsimile or similar transmission and shall
be valid as an 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 laws 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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Very truly yours,
XXXXXXX X. XXXXX
By: /s/ Xxxxxxx X. Xxxxx
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Date: 5-16-01
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AGREED TO AND ACCEPTED
this 16 day of May, 2001
UNITED INTERNATIONAL PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Vice President
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AGREED TO AND ACCEPTED
this 21 day of June, 2001
UNITED PAN-EUROPE COMMUNICATIONS N.V.
By: /s/ Xxxxx X. Tuijten
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Name: Xxxxx X. Tuijten
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Title: Managing Director
By: /s/ Xxxxxxx X.X. Xxxxxxx
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Name: Xxxxxxx X.X. Xxxxxxx
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Title: Managing Director
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