[Translation from Dutch]
Loan Agreement
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THE UNDERSIGNED:
N.V. TeleKabel Beheer, a public limited liability company, having its registered
office in Velp, the Netherlands, hereinafter to be called the `Borrower';
and
N.V. NUON Energie-Onderneming voor Gelderland, Friesland en Flevoland, a public
limited liability company, having its registered office in Arnhem, the
Netherlands, hereinafter to be called the `Lender';
HAVE AGREED AS FOLLOWS:
Article 1
The Lender will grant the Borrower a loan that is constructed as follows:
firstly an amount of NLG 502,607,000 (in words: five hundred and two million six
hundred and seven thousand Dutch guilders). That amount was determined on the
basis of the Borrower's balance sheet as at 1 January 1998, on the basis of the
diagram presented in Article 2. Moreover, the Lender will provide the Borrower
with additional financing, in such a way that the total maximum amount of the
loan will be NLG 690,000,000 (in words: six hundred and ninety million Dutch
guilders), so that the planned purchase of the cable network of Almere, the
Netherlands, in the amount of roughly NLG 68 million, and the forecast negative
cash flow of roughly NLG 120 million can be financed. The Borrower will file a
written request for the additional financing with the Treasury department of NV
Nuon. The other provisions of this Agreement will then apply to the additional
financing.
Article 2
The principal amount was determined on the basis of the following diagram.
+ Tangible fixed assets
+ Financial fixed assets
+ Intangible fixed assets
- Equity
- Share of third parties
- Reserved contributions and subsidies
- Provisions
- Long-term debts
Total principal amount of the loan
Article 3
The Lender has lent the amount of NLG 502,607,000 to the Borrower in one
instalment, which fell due on 1 January 1998.
Article 4
a. The interest that the Borrower owes was determined on the basis of the
expected average interest percentage of the loans taken out by the Lender
during 1998, increased by a surcharge of 75 basis points for the specific
risk of the Borrower, and amounts to a total of 6.65% a year.
b. The interest due by the Borrower will be paid on a monthly basis, each time
on the fifteenth day of the month, for the first time on 15 January 1998. In
calculating the interest, each month will be set at 30 days and each year
at 360 days.
c. Redemption of the principal amount will take place not later than 15
December 1998 into account number ▇▇.▇▇.▇▇.▇▇▇ of the Lender.
d. Early redemption of the principal amount in full or in part is permitted at
all times.
Article 5
The Borrower will arrange for payment of all the amounts due under this
Agreement by means of transfer or collection from account number ▇▇.▇▇.▇▇.▇▇▇ of
the Borrower with ABN AMRO Bank NV in Arnhem into account number ▇▇.▇▇.▇▇.▇▇▇ of
the Lender with ABN AMRO Bank NV in Arnhem. If the maturity date of any payment
is a day on which the banks are closed, the payment shall be made on the nearest
value day. If two value days qualify in that respect, the payment will be made
on the earliest of those days.
Article 6
The unredeemed part of the principal amount of the loan, together with the
accrued interest, fines and costs, will be due and payable immediately:
a. if the Borrower fails to fulfil one or more of its obligations arising from
this Agreement;
b. if the Borrower applies for a suspension of payments;
c. if the Borrower is declared bankrupt or a petition in its bankruptcy is
filed;
d. if an attachment in execution is levied on the Borrower's property;
e. if the Borrower is dissolved or loses its legal personality;
f. if the Borrower's capital is put under administration pursuant to any
provision;
g. after being given a written warning by the Lender three months earlier, if
an amendment is made to the Articles of Association of the Borrower that
might damage the Lender's interests.
The Borrower will be in default upon the mere violation or non-fulfilment of its
obligations arising from this Agreement or the occurrence of one of the other
cases referred to above in which the Lender has the right to call in the loan,
or if it has been given notice of default by writ or other similar deed. If the
loan is called in by the Lender pursuant to the provisions of Article 6(a), the
Borrower will owe compensation, payable
on call, of 5% of the principal amount or the unredeemed part of that amount.
If the cases referred to in paragraphs (b) to (g) occur, the Borrower is
required immediately to inform the Lender accordingly by registered letter.
Article 7
By way of security for the payment of the interest and the principal, and of any
other costs, the Borrower will grant the Lender the first pledge in respect of
the shares in NV TeleKabel Beheer (subject to conditions to be agreed on between
the parties). The costs of the notarial deed related thereto will be for the
Lender's account.
The Borrower undertakes, until the loan will have been redeemed in full, not to
create or maintain any mortgage, pledge, secured title, right of retention or
other security rights on capital assets and/or income already existing or to be
acquired in the future, or on any part thereof, to serve as security for loans
of the Borrower. The obligations arising from this loan will in that case fall
due immediately.
Drawn up and signed in two original copies in:
Arnhem, on 31 August 1998 Velp, on 26 August 1998
N.V. NUON Energie-Onderneming N.V. TeleKabel
voor Gelderland, Friesland en Flevoland
/s/ ▇.▇. van der ▇▇▇▇▇ /s/ F.C.E.M. ▇▇▇▇▇▇▇▇▇▇▇▇
▇.▇. van der ▇▇▇▇▇ F.C.E.M. Hetterschijt
Managing Director Director
Appendix 1
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Appendix belonging to and
forming an integral part with
the loan agreement between
N.V. TeleKabel and N.V. NUON
Arnhem, 1 January 1998
principal amount new NLG 502,607,000
principal amount old NLG 360,281,000
adjustment of principal amount + NLG 142,326,000
interest percentage 6.65%
monthly interest amount NLG 2,785,281
The principal amount was adjusted by means of settlement as at the value date of
28 April 1998 via account number ▇▇.▇▇.▇▇.▇▇▇ of the Lender and number
▇▇.▇▇.▇▇.▇▇▇ of the Borrower, both with ABN AMRO Bank NV in Arnhem. Interest
payments will be made each month by means of collection from account number
▇▇.▇▇.▇▇.▇▇▇ in the Borrower's name with ABN AMRO Bank.
In accordance with Article 2 of the Loan Agreement, the principal amount of the
loan has been calculated as follows:
+ Tangible fixed assets NLG 553,499,000
+ Financial fixed assets NLG 15,385,000
+ Intangible fixed assets NLG 192,135,000
+ 1997 Result NLG 2,890,000
- Equity -NLG 245,052,000
- Share of third parties -NLG 2,321,000
- Reserved contributions and subsidies -NLG, 6,318,000
- Provisions -NLG 647,000
- Long-term debts -NLG 1,184,000
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Total principal amount of the loan NLG 502,607,000
If you do not approve the above figures, please respond within 14 days. Any
responses must be sent in writing to NUON Concern, FBZ Treasury department. If
we do not hear from you within the aforesaid period, we will assume that you
approve.
Initials:
[initials] [signature] [signature]
▇.▇. van der ▇▇▇▇▇ F.C.E.M. Hetterschijt
