UIH MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (the "Agreement") is made and entered
into this ___ day of January, 1999, by and between UNITED INTERNATIONAL
HOLDINGS, INC., a corporation organized under the laws of the State of
Delaware, U.S.A ("UIH"), and UNITED PAN-EUROPE COMMUNICATIONS N.V., a company
organized under the laws of the Netherlands (the "Company").
Recitals
--------
A. UIH owns majority interests in various international
telecommunications operating companies, including the Company. UIH incurs
certain overhead and other expenses on behalf of the Company and its other
operating companies. These include expenses not readily allocable among the
operating companies, such as accounting, financial reporting, investor
relations, human resources, information technology, equipment procurement and
testing expenses, corporate offices lease payments and costs associated with
corporate finance activities (the "Services").
B. The Company owns interests in and operates cable-based
telecommunications networks in Europe and Israel and benefits from the Services
UIH performs for, and expenses UIH incurs on behalf of the Company.
C. The parties have agreed on an equitable allocation and reimbursement
of such expenses.
Agreement
---------
1. Performance of Services. UIH will continue to perform the Services
-----------------------
for the Company in a manner consistent with the Services previously performed.
2. Fees and Expenses.
-----------------
2.1 Fee. For its services under this Agreement, UIH shall receive a
---
fixed amount, which amount shall be adjusted on or before January 1 of each year
for the subsequent year by the board of directors of UIH in its reasonable
discretion to allocate corporate legal expenses among UIH's operating companies
including the Company, taking into account the relative size of the operating
companies and their estimated use of UIH resources. The fixed amount payable by
the Company for the year commencing on January 1, 1999 shall be $300,000 per
month.
2.2 Expenses. During the period of this Agreement, the Company shall
--------
reimburse UIH for all out-of-pocket expenses reasonably incurred by UIH's
employees and other personnel in the provision of services pursuant to this
Agreement. Such expenses will be reimbursed at cost upon receipt of the related
invoice and shall include travel, meal, lodging and entertainment expenses.
3. Liability and Indemnification. Neither UIH nor any of its directors,
-----------------------------
officers, employees, agents and legal representatives shall have any liability
(whether direct or indirect, in
contract or tort or otherwise) to the Company or any of its directors or
officers (or their affiliates) for any loss, claim or damage asserted against or
incurred by the Company or any of its directors or officers (or any affiliate
thereof) arising out of or in connection with the provision by UIH of the
Services, except to the extent such loss, claim, or damage is caused by willful
misconduct or fraud by UIH. The Company, to the maximum extent permitted by law,
shall indemnify and keep UIH fully indemnified from and against any loss, claim
or damage incurred by UIH as a result of any action or claim brought against it
by any third party in respect of the provision by UIH of the services stipulated
under this Agreement, except to the extent caused by willful misconduct or fraud
by UIH.
4. Term. This Agreement shall be effective upon the date hereof, and
----
shall continue until December 31, 2009.
5. Miscellaneous.
-------------
5.1 Waiver. Any term or condition of this Agreement may be waived at
------
any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party waiving such term or condition. No waiver by any
party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion. All remedies, either under
this Agreement or by law or otherwise afforded, will be cumulative and not
alternative.
5.2 Amendment. This Agreement shall not be amended or modified, nor
---------
rights hereunder waived, except by a writing, signed by both parties.
5.3 No Third-Party Beneficiary. The terms and provisions of this
--------------------------
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties hereto to confer third-party beneficiary rights upon any person.
5.4 Invalid Provisions. If any provision of this Agreement is held
------------------
to be illegal, invalid or unenforceable under any present or future law, and if
the rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (a) such provision will be fully
severable, (b) this Agreement will be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a part hereof, (c) the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable
provision, there will be added automatically as a part of this Agreement a
legal, valid and enforceable provision as similar in terms to such illegal,
invalid or unenforceable provision as may be possible.
5.5 Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the
2
same instrument. The parties acknowledge that the persons named below have the
requisite authority to execute this Agreement and bind their respective
principals.
5.6 Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of Colorado.
5.7 Binding Effect. This Agreement shall bind the parties, their
--------------
assigns and successors in interest.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date set forth above.
UNITED INTERNATIONAL HOLDINGS, INC.,
a Delaware corporation
By:
-----------------------------------
UNITED PAN-EUROPE COMMUNICATIONS N.V.,
an entity incorporated in The Netherlands
By:
-----------------------------------
3
