Subordination Agreement Regarding Rights to Payment Under Indentures Upon Liquidation of UPC Polska, Inc.

Summary

This agreement is between United Pan-Europe Communications N.V. (UPC) and UPC Polska, Inc. It states that if UPC Polska, Inc. is liquidated, UPC agrees that its right to receive payments as a holder of certain securities is subordinated to the repayment of amounts owed by UPC Polska, Inc. under a specific loan agreement with Belmarken Holding B.V. This means UPC will only receive payments after the loan to Belmarken Holding B.V. is fully repaid.

EX-10.5 5 a2075140zex-10_5.txt EXHIBIT 10.5 Exhibit 10.5 20 August, 2001 UPC Polska, Inc. UPC Polska, Inc. 4643 Ulster Street IX p. Suite 1300 ul. Szturmowa 2a Denver 02-678 Warszawa Colorado 80237 Poland USA Poland Communications, Inc. Poland Communications, Inc. 4643 Ulster Street IX p. Suite 1300 ul. Szturmowa 2a Denver 02-678 Warszawa Colorado 80237 Poland USA Attention: Dorothy Hansberry SUBORDINATION OF RIGHT TO RECEIVE PAYMENTS UNDER SECURITIES ISSUED PURSUANT TO THE INDENTURES UPON A LIQUIDATION OF UPC POLSKA, INC. Reference is made to (i) that certain Indenture dated as of July 14, 1998 between UPC Polska, Inc. (formerly known as @Entertainment, Inc.) (the "COMPANY") and Bankers Trust Company as trustee (the "TRUSTEE") relating to the $252,000,000 aggregate principal amount at maturity 14 1/2% Senior Discount Notes due 2008 and 14 1/2% Series B Senior Discount Notes due 2008, (ii) that certain Indenture dated as of January 20, 1999 between the Company and the Trustee relating to the $36,001,321 aggregate principal amount at maturity 7% Series C Senior Discount Notes due 2008, (iii) that certain Indenture dated as of January 27, 1999, between the Company and the Trustee relating to the 14 1/2% Senior Discount Notes due 2009 and the 14 1/2% Series B Senior Discount Notes due 2009 and (iv) that certain Indenture dated as of October 31, 1996 between Poland Communications, Inc. and State Street Bank and Trust Company relating to the 9% Series B Senior Notes due 2003 (collectively, the "INDENTURES"). Capitalized terms used in this letter but not defined herein shall the meanings ascribed to them in the Indentures. For such time as any amount remains outstanding under the Qualified Loan Agreement dated __ August, 2001 between Belmarken Holding B.V. as Lender and the Company as Borrower (the "QUALIFIED LOAN"), United Pan-Europe Communications N.V. ("UPC") hereby agrees that upon a liquidation of the Company, UPC's right to receive any and all payments due to it as a holder of Securities issued pursuant to the Indentures is subordinated in right of payment to the repayment by the Company of any and all sums owing by it under the Qualified Loan. of UPC of all Securities held by UPC pursuant to the Indentures and (d) UPC's revocation of this letter. UNITED PAN-EUROPE COMMUNICATIONS N.V. By: /s/ TON TUIJTEN By: /s/ GENE MUSSELMAN -------------------- ------------------------- Name: Ton Tuijten Name: Gene Musselman Title: Director Title: Director