Notes

Security relating to loans and borrowings

Establishment of security for loan facilities

On 14 April 2011 the Group entered into agreements for the establishment of the following security in respect to the Senior Facilities Agreements entered into on 31 March 2011:

1. Registered pledge on tangible assets and intangible rights comprising the business of the Company, Cyfrowy Polsat Technology Sp. z o.o., Cyfrowy Polsat Trade Marks Sp. z o.o.;
2. Financial and registered pledges on all shares in Cyfrowy Polsat Technology Sp. z o.o. and Cyfrowy Polsat Trade Marks Sp. z o.o., held by the Company;
3. Transfer of receivables for security, due to Cyfrowy Polsat Technology Sp. z o.o., Cyfrowy Polsat Trade Marks Sp. z o.o. from various debtors;
4. Contractual mortgage on real estate owned by the Company;
5. Statement of the Company, Cyfrowy Polsat Technology Sp. z o.o., Cyfrowy Polsat Trade Marks Sp. z o.o. on submission to the enforcement procedure as stipulated by the notary deed.

On 18 April 2011 the Group entered into agreements for the establishment of security, inter alia transfers of receivables due to the Company from various debtors, in respect to the Senior Facilities Agreement.

On 20 April 2011 the Company entered into a pledge agreement by which it established a financial and registered pledge on all the shares of Telewizja Polsat S.A. held by the Company, later transformed into a limited liability company.

On 20 June 2011, in connection with the transformation of the Company’s subsidiary – Telewizja Polsat S.A. – into a limited liability company, the Company entered into a pledge agreement which established a financial and registered pledge on all the shares of Telewizja Polsat Sp. z o.o. held by the Company.

On 17 June and 20 June 2011, Telewizja Polsat Sp. z o.o. and its subsidiaries: RS TV S.A., Polsat Media Sp. z o.o., Media-Biznes Sp. z o.o., Nord License AS with its registered office in Norway, Polsat License Ltd. with its registered office in Switzerland and Polsat Futbol Ltd. with its registered office in the United Kingdom entered into agreements and other documents for the establishment in particular of the following security in respect to the repayment of the term and revolving facility loans granted under the Senior Facilities Agreement and the repayment (redemption) of the High Yield Notes (i.e. Senior Notes):

1. Registered pledge on tangible assets and intangible rights of Telewizja Polsat Sp. z o.o., RS TV S.A., Polsat Media Sp. z o.o., Media-Biznes Sp. z o.o.;
2. Security established on the assets of Nord License AS, Polsat Futbol Ltd., Polsat License Ltd.;
3. Financial and registered pledge on all shares in RS TV S.A., Polsat Media Sp. z o.o., Media-Biznes Sp. z o.o., held by Telewizja Polsat Sp. z o.o.;
4. Pledge on shares in Nord License AS., Polsat License Ltd. and Polsat Futbol Ltd. held by Telewizja Polsat Sp. z o.o.;
5. Transfer of receivables for security, due to Telewizja Polsat Sp. z o.o., RS TV S.A., Polsat Media Sp. z o.o. and Media-Biznes Sp. z o.o., Nord License AS, Polsat License Ltd. and Polsat Futbol Ltd. from various debtors;
6. Mortgage on real estate owned by Telewizja Polsat Sp. z o.o.;
7. Mortgage on real estate owned by RS TV S.A.;
8. Statement of Telewizja Polsat Sp. z o.o., RS TV S.A., Polsat Media Sp. z o.o. and Media-Biznes Sp. z o.o. on submission to the enforcement procedure as stipulated by the notary deed.

On 18 April 2012 the Company entered into agreements for the establishment of the following security in respect to the repayment of the term and revolving facility loans granted under the Senior Facilities Agreement and the repayment (redemption) of the High Yield Notes (i.e. Senior Notes):

1. financial and registered pledges on all shares in Gery.pl Sp. z o.o.;
2. financial and registered pledges on all shares in Frazpc.pl Sp. z o.o.;
3. financial and registered pledges on all shares in Redefine Sp. z o.o.;
4. financial and registered pledges on all shares in Netshare Sp. z o.o.

Additionally, on 10 July 2012, Telewizja Polsat Sp. z o.o. entered into agreement establishing registered and financial pledges on all shares in Telewizja Polsat Holdings Sp. z o.o.

On 27 November 2012 Telewizja Polsat Holdings Sp. z o.o. acceded to the Senior Facilities Agreement as the guarantor and the Intercreditor Agreement as a debtor. On 27 November 2012 Telewizja Polsat Holdings Sp. z o.o. entered into agreements and other documents for the establishment in particular of the following security in respect to the repayment of the term and revolving facility loans granted under the Senior Facilities Agreement and the repayment (redemption) of the High Yield Notes (i.e. Senior Notes):

1. registered pledge on tangible assets and intangible rights of Telewizja Polsat Holdings Sp. z o.o.
2. statement of Telewizja Polsat Holdings Sp. z o.o. on submission to the enforcement procedure as stipulated by the notary deed.

On 27 November 2012 Telewizja Polsat Sp. z o.o. has disposed all shares of Media-Biznes Sp. z o.o. to Telewizja Polsat Holdings Sp. z o.o. On 27 November 2012 Telewizja Polsat Sp. z o.o. (original pledgor) has transferred security interests created on all shares in Media-Biznes Sp. z o.o. to Telewizja Polsat Holdings Sp. z o.o. (new pledgor).

Establishment of securities on Senior Notes

Aside from securities presented above, pursuant to the Indenture, the Notes are guaranteed by each of the Initial Guarantors (the Company, CPTM).

Additionally, there are the following securities established in order to secure the senior secured bonds with the total nominal value of EUR 350 million (not in thousands) maturing in 2018 issued by Cyfrowy Polsat Finance as well as liabilities of the Company and other debtors under the loan agreements:

1. Registered and financial pledges for Citicorp over rights to the bank accounts of the Issuer maintained by RBS Bank (Polska) S.A.
2. Share pledge for the benefit of the finance parties represented by Citicorp over all present and future shares in the Issuer and all rights relating to any of those shares.
3. Account pledge for the benefit of the finance parties represented by Citicorp over rights to the bank account of the Issuer maintained by EFB Bank AB.
4. pledge over 10 registered Series A bonds issued by the Company on 20 May 2011 with the total nominal value of EUR 350 million (not in thousands) maturing in 2018 (the ’Bonds’).

Commitments to purchase programming assets

As at 31 December 2012 the Group had outstanding contractual commitments in relation to purchases of programming assets. The table below presents a maturity analysis for such commitments:

The table below presents commitments to purchase programming assets from related parties not included in the consolidated financial statements:

Contractual liabilities related to purchases of non-current assets

Total amount of contractual liabilities resulting from agreements on the production and purchasing of the technical equipment was PLN 4,082 as at 31 December 2012 (PLN 10,613 as at 31 December 2011). Total amount of capital commitments resulting from agreements on property improvements was PLN 5,878 as at 31 December 2012 (PLN 3,906 as at 31 December 2011). Additionally the amount of deliveries and services committed to under agreements for the purchases of licences and software as at 31 December 2012 was PLN 405 (PLN 946 as at 31 December 2011).