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Upc Polska LLC – IPO: ‘S-1’ on 6/24/97 – EX-9.2

As of:  Tuesday, 6/24/97   ·   Accession #:  950123-97-5255   ·   File #:  333-29869

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/24/97  Upc Polska LLC                    S-1                   29:1.6M                                   RR Donnelley/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         @Entertainment, Inc.                                 185   1.02M 
 2: EX-2.1      Form of Contribution Agreement                        20     57K 
 3: EX-2.2      Form of Purchase Agreement                            10     33K 
 4: EX-3.1      Amended & Restated Certificate of Incorporation       18     73K 
 5: EX-3.2      Bylaws of @Entertainment, Inc.                        40    174K 
 6: EX-3.3      Form of Shareholders Agreement                        80    230K 
 7: EX-3.4      Termination Agreement                                  3     14K 
 8: EX-3.5      Form of Registration Rights Agreement                 23     74K 
 9: EX-5        Opinion of Baker & McKenzie                            2     13K 
10: EX-8        Form of Opinion of Baker & McKenzie                    1     10K 
11: EX-9.1      Form of Voting Agreement                               7     26K 
12: EX-9.2      Side Letter                                            5     16K 
15: EX-10.11    Employment Agreement                                   6     37K 
16: EX-10.12    Stock Option Agreement                                11     54K 
17: EX-10.13    Form of Employment Agreement                           5     37K 
18: EX-10.14    Form of Employment Agreement                           6     33K 
19: EX-10.15    Stock Option Agreement                                11     53K 
20: EX-10.16    Form of Stock Option Plan                             29     74K 
21: EX-10.19    Agreement for Digital Transmission                    96    233K 
13: EX-10.2     Form of Management Agreement                           3     12K 
22: EX-10.20    Agreement for Digital Transmission                    95    231K 
23: EX-10.21    Agreement for Digital Transmission                    95    235K 
14: EX-10.3     Form of Service Agreement                             12     38K 
24: EX-11.1     Statement Re: Calculation of Per Share Earnings        1     10K 
25: EX-15       Letter From Kpmg Peat Marwick LLP                      1     10K 
26: EX-21       List of Subsidiaries                                   1     11K 
27: EX-23.1     Consent of Kpmg Peat Marwick LLP                       1     11K 
28: EX-23.2     Consent of Kpmg Peat Marwick LLP                       1     11K 
29: EX-27     ƒ Financial Data Schedule                                1     11K 


EX-9.2   —   Side Letter

EX-9.21st Page of 5TOCTopPreviousNextBottomJust 1st
 

Exhibit 9.2 June __, 1997 Steele LLC c/o Richard B. Steele 19 Warren Terrace Longmeadow, Massachusetts Gentlemen: Reference is hereby made to that certain Shareholders' Agreement, dated as of June __, 1997 (the "Shareholders' Agreement"), by and among ECO Holdings III Limited Partnership, a Delaware limited partnership ("ECO"), Polish Investments Holding Limited Partnership, a Delaware limited partnership ("PIHLP"), Steele LLC, a Connecticut limited liability company ("Steele"), Roger M. Freedman, The Cheryl Anne Chase Marital Trust, a Connecticut trust ("CACMT") and @ Entertainment, Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Shareholders' Agreement. This letter agreement (the "Agreement") is being entered into by PIHLP for the benefit of Steele in connection with its execution and delivery of the Shareholders' Agreement, the Voting Agreement between PIHLP, Steele, CACMT and Roger M. Freedman, and by ECO for the benefit of Steele in connection with its execution and delivery of the Shareholders' Agreement. Except as otherwise permitted in Paragraph 2 of this Letter Agreement, each Principal Shareholder hereby agrees that any transfer by such Principal Shareholder of Common Stock or Series B Preferred Stock of the Company, (collectively, "Restricted Stock") is subject to the following provisions of this Letter Agreement; 1. Tag Along Rights. Each of the Principal Shareholders covenants to Steele that in the event it sells Common Stock and/or Series B Preferred pursuant to Section 3.1 of the Shareholders Agreement, it shall procure that any Covered Shareholder
EX-9.22nd Page of 5TOC1stPreviousNextBottomJust 2nd
Steele LLC June __, 1997 Page 2 be given the opportunity to sell its Shares of Common Stock to the Group or third party buying the Principal Shareholder's Shares on the same terms and conditions and at the Applicable Price Per Share. Each of the Principal Shareholders sending any of the notices referred to in Section 3.1 shall simultaneously send a copy of that notice to each Covered Shareholder. The Principal Shareholders further covenant that, from and after the date of termination of the Shareholder Agreement through the date this Letter Agreement terminates, in the event of any sale of Shares by either of them that would have been governed by Section 3.1 of the Shareholders Agreement if the Shareholders Agreement had then been in effect, each Covered Shareholder (and, for the avoidance of doubt, only the Covered Shareholders) shall have the same rights to have its Shares bought by a third party purchaser and to receive notices as are set forth in the previous sentences, as though the Shareholders Agreement had for this one purpose not been terminated; provided, however that for avoidance of doubt the restrictions on transfer, including rights of first refusal, contained in Section 3.1 shall not apply to any such sale of Shares by the Principal Shareholders. 2. Inapplicable Transfers. Notwithstanding anything contained herein to the contrary, the provisions of this Letter Agreement shall not apply with respect to the Principal Shareholders to (i) any transfer as a result of the exercise of the buy-sell provisions of Section 5 of the Shareholders' Agreement, (ii) any transfers in accordance with clause (i) or (iii) of Section 3.7 of the Shareholders' Agreement or (iii) any pledge, hypothecation or encumbrance of Restricted Stock pursuant to Section 3.6 of the Shareholders' Agreement. 3. Definitions; Interpretation. a. "Principal Shareholder" shall mean ECO, PIHLP and any transferee who acquires their shares pursuant to Section 3.7(i) or (iii) of the Shareholders' Agreement. b. "Covered Shareholder" shall mean Steele and any transferee who acquires Steele's Shares in accordance with the Shareholders' Agreement. 4. Term. This Letter Agreement shall terminate upon the first to occur of (a) the written consent of all parties, or (b) an Initial Public Offering.
EX-9.23rd Page of 5TOC1stPreviousNextBottomJust 3rd
Steele LLC June __, 1997 Page 3 This Letter Agreement and the covenants and agreements set forth herein shall be binding upon and inure solely to the benefit of the signatory parties hereto (and with respect to Steele, any other Covered Shareholder who executes a counterpart of this Letter Agreement), and (ii) with respect to ECO and PIHLP, any transferee who is a Principal Shareholder). [Signatures on following page]
EX-9.24th Page of 5TOC1stPreviousNextBottomJust 4th
Steele LLC June __, 1997 Page 4 Please acknowledge your understanding of and agreement with the foregoing by signing this Letter Agreement in the spaces provided below. Date: _____________, 1997 ECO HOLDINGS III LIMITED PARTNERSHIP By: Advent ECO III L.L.C., general partner By: Global Private Equity II Limited Partnership, member By: Advent International Limited Partnership, general partner By: Advent International Corporation, general partner By: ________________________________________ Janet L. Hennessy Vice President
EX-9.2Last Page of 5TOC1stPreviousNextBottomJust 5th
Steele LLC June __, 1997 Page 5 Date: _____________, 1997 POLISH INVESTMENTS HOLDING L.P. a Delaware limited partnership By: CHASE POLISH ENTERPRISES, INC., a Delaware corporation By: _________________________________________ Its: _________________________________________ ACCEPTED AND AGREED TO THIS __ DAY OF MARCH, 1997: STEELE LLC By: ____________________________ Its: ____________________________
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