1
EXHIBIT 10.16
AGREEMENT TO PROVIDE SHAREHOLDER LOAN
THIS AGREEMENT is dated 24 August, 1999 and made between:
(1) Polska Telefonia Cyfrowa Sp. Z.o.o (the "COMPANY");
(2) Deutsche Telekom Mobil Net GMBH ("DETEMOBIL");
(3) MediaOne International B.V. ("MEDIAONE"); and
(4) Elektrim, S.A. ("ELEKTRIM"),
WHEREAS, the Company requires approximately 75 million Euros to fund its
increased operating costs including 55 million Euros of funding via shareholder
loans in order to accept a DCS 1800 license without breaching the provisions of
the Loan Agreement dated 17 December 1997 between Polska Telefonia Cyfrowa Sp.
z o.o. as Borrower, the Arrangers and the Banks referred to therein, Citibank
International plc and Citibank (Poland) S.A. as Agents, Citibank (Poland) S.A.
and Citibank, N.A. as Security Agents and Citibank, N.A. as Co-ordinator (the
"LOAN AGREEMENT"). Unless otherwise stated herein, all terms defined in the Loan
Agreement have the same meaning herein.
WHEREAS, the Company has requested a waiver of certain provisions of the Loan
Agreement in its letter addressed to the Agent dated 28 July 1999 and the
Majority Banks have granted such waiver allowing the Company to borrow from its
shareholders a minimum amount of 55 million Euros.
WHEREAS, the Company requires some incremental amount of additional funding to
keep it liquid pending a re-financing.
NOW THEREFORE, it is agreed as follows:
1. For good and valuable consideration received each of DeTeMobil and
MediaOne agrees that it shall loan the Company U.S.$17,578,125 in
accordance with the terms of a loan agreement to be signed with the
Company on or about 24 August, 1999. Each such loan agreement shall be
substantially in the form of Schedule 1 attached hereto.
2. For good and valuable consideration received Elektrim agrees that it
shall loan the Company the Zloty Equivalent (as defined below) of
US$39,843,750 in accordance with the terms of a loan agreement to be
signed with the Company on or about 24 August, 1999. Such loan agreement
shall be substantially in the form of Schedule 2 attached hereto.
3. The Company agrees to execute each of the loan agreements referred to in
paragraphs 1 and 2 above. The Company confirms that it will apply its
own available cash and, if necessary, any amounts it receives under
paragraphs 1 and 2 above to the first instalment of the DCS-1800 licence
fee payable under the DCS-1800 licence granted to the Company (such
instalment being in amount of approximately 50 million Euros).
-1
2
4. The Company agrees that it shall repay the loans referred to in
paragraphs 1 and 2 above on a pro-rata basis to DeTeMobil, MediaOne and
Elektrim.
For the purposes of this letter "Zloty Equivalent" shall mean, in relation to
any amount denominated in U.S. Dollars, the amount of Zloty which would be
realised upon the sale of such Dollar amount for Zlotys at the average exchange
rate quoted by the National Bank of Poland for accounting purposes (also known
as the "fixing rate") prevailing on the date falling five Business Days prior to
the date on which (i) the loan is advanced under the loan agreement referred to
in paragraph 2 above or (ii) any payment of interest or principal is made under
the loan agreement referred to in paragraph 2 above.
This Agreement may be executed in any number of counterparts in which case this
Agreement will be as effective as if all the signatures on the counterparts were
on a single copy of this Agreement.
This Agreement shall become effective on the date it is executed by all four
parties listed below.
IN WITNESS WHEREOF the parties to this Agreement have caused this Agreement to
be duly executed on the date first written above.
POLSKA TELEFONIA CYFROWA SP. Z.O.O
By:
DEUTSCHE TELEKOM MOBIL NET GMBH
By:
MEDIAONE INTERNATIONAL B.V.
By:
ELEKTRIM, S.A.
By:
-2
