To: SBS Broadcasting S.A.
0-00 xxx Xxxxxxx Xxxxx
X-0000 Xxxxxxxxxx
Xxxxxxxxxx
From: United Pan-Europe Communications N.V.
Xxxx. Xxxxxxxxxxxx 000
X.X. Xxx 00000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
11 April 2000
Dear Sirs:
Exchange Offer Agreement dated as of March 9, 2000 between United Pan-Europe
Communications N.V. and SBS Broadcasting S.A. ("the Agreement")
This letter records our agreement that, notwithstanding the occurrence of a
Trigger Event giving rise to a right for Purchaser to terminate the Agreement,
Purchaser has elected not to terminate the Agreement, and instead Purchaser and
the Company have agreed to amend the Agreement pursuant to section 8.04 thereof
so that the last paragraph of section 1.01(a)(ii) of the Agreement is deleted in
its entirety and replaced by the following paragraph:
"Notwithstanding the foregoing, if the average closing sale price of
Purchaser Shares on NASDAQ for ten trading days selected at random (the
"Random Trading Days") on the Consideration Calculation Date from the 20
trading days prior to the Consideration Calculation Date is equal to or
less than US$147 (which number will be adjusted in accordance with Section
1.01(a)(iii)) then the Purchaser may within one US Business Day following
the Consideration Calculation Date elect by giving notice to the Company to
terminate this Agreement, provided that if the Purchaser does not so notify
the Company within such one US Business Day period, Purchaser shall not be
entitled to terminate this Agreement pursuant to this paragraph. The Random
Trading Days shall be selected by the Purchaser drawing random lots on the
Consideration Calculation Date at the London offices of the Purchaser at
which a representative of the Company shall be in attendance. For the
purpose of this paragraph the Consideration Calculation Date will be
determined by the Purchaser as being the third US Business Day prior to the
date that would in the Purchaser's reasonable opinion have been the
commencement date of the Offer based on the terms of this Agreement were it
not for the operation of this paragraph."
Purchaser hereby acknowledges its obligations, as provided in and subject to the
terms and conditions of the Agreement (and in particular sections 1.01(f) and
6.04 thereof), to (i) commence the Offer as promptly as practicable after the
SEC has declared that its Registration Statement on Form S-4 relating to the
Offer has become effective, and (ii) to use its reasonable best efforts to take,
or cause to be taken, all appropriate action, and to do, or cause to be done,
all things necessary, proper or advisable under any Applicable Law or Rule to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by the Agreement.
Capitalised terms used but not defined in this letter have the meanings assigned
to them in the Agreement.
Please confirm your agreement to the above by countersigning this letter and
returning it to us in accordance with Section 9.05 of the Agreement.
Yours faithfully,
United Pan-Europe Communications NV
s/s s/s
------------------------------------ ------------------------------------
By: Xxxx Xxxxxxxxx By: Xxxx Xxxxxxx
Title: Managing Director Title: Managing Director
We confirm our agreement to the above:
SBS Broadcasting SA
s/s s/s
------------------------------------ ------------------------------------
By: Xxxxx Xxxxx Xxxxx By: Xxxxxx X. Xxxxxx
Title: Chairman, Chief Executive Title: Vice Chairman, Chief
Officer Operating Officer
