Seventh Amendment to Common Stock Purchase Agreement by and between ZeniMax Media Inc. and SBS Broadcasting S.A. March 26, 2003
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[CONFORMED COPY]
Seventh Amendment to Common Stock Purchase Agreement
by and between
ZeniMax Media Inc.
and
SBS Broadcasting S.A.
March 26, 2003
Seventh Amendment to Common Stock Purchase Agreement
This Seventh Amendment to Common Stock Purchase Agreement (the "Seventh Amendment") is made as of this 26th day of March 2003, to amend the Common Stock Purchase Agreement dated October 30, 2000, as modified by a First Amendment dated May 15, 2001, a Second Amendment dated June 14, 2001, a Third Amendment dated April 16, 2002, a Fourth Amendment dated June 6, 2002, a Fifth Amendment dated September 27, 2002, and a Sixth Amendment dated December 20, 2002 (the "Agreement") by and between ZeniMax Media Inc., a Delaware corporation (the "Company"), and SBS Broadcasting S.A., a Luxembourg corporation (the "Purchaser" or "SBS").
In consideration of the representations, warranties and covenants in the Agreement and for other good and valuable consideration, the Company and SBS hereby agree as follows:
- 1.
- Extension
of Effectiveness of F-3 Registration Statement.
- (a)
- SBS
shall maintain the effectiveness of Amendment No. 1 to its Form F-3 Registration Statement (No. 333-13872)
("F-3 Registration Statement"), filed with the United States Securities and Exchange Commission
("SEC"), and deemed effective on October 17, 2001, to and including April 30, 2003, with respect to the Company's right to offer for sale
156,818 shares of common stock, par value $1.50 per share, of SBS (the "SBS Shares"), delivered to the Company in exchange for certain consideration
under the Agreement.
- (d)
- SBS
shall incorporate by reference the F-3 Registration Statement in its SEC filings required to be made by law and take such further steps as may be necessary or required
to maintain the Company's ability to offer the SBS Shares for sale pursuant to such F-3 Registration Statement.
- 2.
- Effect of this Amendment.
The parties agree that all other terms and conditions set forth in the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment as of the day and year first above written.
COMPANY: |
|||
ZENIMAX MEDIA INC. |
|||
By: |
/s/ XXXXXX X. XXXXXX |
||
Name: | Xxxxxx X. Xxxxxx | ||
Title: | Chairman and CEO |
Address: |
0000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 |
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PURCHASER: |
|||
SBS Broadcasting S.A. |
|||
By: |
/s/ XXXX X. XXX |
||
Name: | Xxxx X. Xxx | ||
Title: | General Counsel & Senior Vice President |
Address: |
SBS Broadcasting S.A. 0-00 xxx Xxxxxxx Xxxxx XX 00 X-0000 Xxxxxxxxxx |
||
Copy to: |
SBS Services B.V. Quintet Office Park Rietlandpark 353 1019EM Amsterdam Holland Attn: Corporate Secretary |
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Seventh Amendment to Common Stock Purchase Agreement