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EXHIBIT 10.25
ADVISORY SERVICES AGREEMENT
THIS ADVISORY SERVICES AGREEMENT (the "Agreement") is made and entered
into as of the 29th day of July 1997, by and between @Entertainment, Inc., a
Delaware corporation (the "Company"), and Handlowy Investments S.ar.l., a
Luxembourg corporation (the "Advisor").
W I T N E S S E T H:
WHEREAS, the Company is in the process of accessing the international
capital markets;
WHEREAS, the Company is seeking to rationalise the banking services
provided to it in Poland;
WHEREAS, the Company has engaged and continues to be engaged in seeking
acquisitions in the cable television and related markets in Poland;
WHEREAS, the Company desires to retain the Advisor to act as a
financial and banking advisor to the Company; and
WHEREAS, the Advisor is ready and willing to act as a financial and
banking advisor to the Company in accordance with the provisions set out below.
NOW THEREFORE, in consideration of the foregoing, the parties hereto
hereby agree as follows:
1. Appointment
The Company hereby appoints the Advisor to act as a financial and
banking advisor to the Company pursuant to the terms and conditions of
this Agreement. The Advisor
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accepts such appointment and agrees to render the services set forth as
herein provided and as further or more specifically agreed between the
Company and the Advisor.
2. Duties of Advisor
The Advisor shall act as a financial and banking advisor to the Company
and shall provide a broad range of financing, banking and strategic
advice to the Company with respect to the Company's Polish operations.
The areas in which the Advisor shall provide advice include: (i)
obtaining a listing of the Company's shares of common stock on the
Warsaw Stock Exchange; (ii) obtaining bank financing; (iii) acquisition
strategies and deal structures in general and with regard to particular
acquisitions and other transactions, and (iv) consolidating the
Company's various administrative banking relationships in Poland. In
addition, the Advisor will provide the Company with corporate banking
services in Poland.
3. Remuneration
For the services provided to the date of this Agreement and for the
services to be provided pursuant to this Agreement, the Company shall
pay the Advisor an advisory fee of Seven Hundred and Fifty Thousand
United States Dollars (US$750,000) on the same day that the Company
receives the funds from its initial public offering of shares of common
stock.
4. Governing Law
This Agreement shall be governed in all respects by the laws of the
State of Delaware without regard to principles of conflicts of
interest.
5. Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute
one instrument.
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6. Assignment
This Agreement shall not be assignable by either party to an unrelated
third party, without the prior written consent of the other party
hereto. Notwithstanding the foregoing, either party may assign any or
all of its obligations hereunder, without the consent of the other
party hereto, to any business entity that controls, is controlled by or
is under common control with such assigning party; provided, however,
that the assigning party shall remain responsible for the fulfilment of
all of its obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Advisory
Services Agreement on the date first above written.
@ENTERTAINMENT, INC.
By: /s/ Xxxxxx X. Xxxxxx, III
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Name: Xxxxxx X. Xxxxxx, III
Title: Chief Executive Officer
HANDLOWY INVESTMENTS S.AR.L.
By: /s/ Xxxxxxxxxx Xxxxx
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Name: Xxxxxxxxxx Xxxxx
Title: President of the Board
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