EXHIBIT 10.34
ADDENDUM
DATED 26 October, 2000
TO
SHAREHOLDERS AGREEMENT
BETWEEN
UNITED PAN-EUROPE COMMUNICATIONS N.V.
PRIORITY TELECOM N.V.
AND
SHAREHOLDERS IN PRIORITY TELECOM N.V.
XXXXX & XXXXX
Amsterdam
THIS ADDENDUM TO THE SHAREHOLDERS AGREEMENT IS DATED 26 OCTOBER 2000 BETWEEN:
(1) United Pan-Europe Communications N.V. ("UPC")
(2) Priority Telecom N.V. ("the "COMPANY")
(3) The shareholders in the Company other than UPC (collectively, the
"SHAREHOLDERS") represented herein by Shareholders Representative (as
defined in the Shareholders Agreement).
WHEREAS:
(A) The parties hereto have entered into a shareholders agreement (the
"SHAREHOLDERS AGREEMENT"), signed by UPC and the Company on August 11, 2000
and by the Shareholders on various subsequent dates.
(B) The parties now wish to add to and amend the Shareholders Agreement as
hereinafter provided.
(C) The parties have determined that the amendments herein provided are not
materially adverse to the position of the Shareholders as holders of Company
Shares, and that therefore the Shareholders may lawfully be represented by
the Shareholders Representative in accordance with the provisions of
Clause 14 of the Shareholders Agreement.
IT IS AGREED as follows:
1. INTERPRETATION
Terms used in this Addendum have the meaning ascribed thereto in the
Shareholders Agreement.
2. EFFECTIVE DATE
This Agreement shall become effective as of the time upon which the
Shareholders Agreement becomes effective.
3. CONSENT OF THE SHAREHOLDERS REPRESENTATIVE
In accordance with the provisions of the second sentence of Clause 5.13 of
the Shareholders Agreement, the Shareholders Representative hereby irrevocably
consents to the following participations in the Company:
(a) A participation, by K&T Netwerkdiensten B.V. ("K&T"), a wholly owned
subsidiary of UPC, in the Company to the extent of 5,000,000 ordinary
registered shares in the Company. It is envisaged that these shares will
be issued by the Company to K&T immediately following the Shares
Exchange, against contribution of certain Dutch assets relating to the
competitive local exchange carrier business currently being conducted by
K&T CLEC B.V. in the Netherlands. It is further envisaged that these
shares will be transferred by K&T to UPC shortly after having been issued
by the Company to K&T.
(b) A participation, by UPC Telecom B.V. ("UPC TELECOM"), a wholly owned
subsidiary of UPC, in the Company to the extent of 10 ordinary registered
shares in the Company. It is envisaged that these shares will be issued
by the Company to UPC Telecom shortly after the Shares Exchange, against
contribution of certain Norwegian assets relating to the competitive
local exchange carrier business currently being conducted by a subsidiary
of UPC in Norway.
(c) A participation, by UPC Telecom B.V. ("UPC TELECOM"), a wholly owned
subsidiary of UPC, in The company to the extent of another 10 ordinary
registered shares in the Company. It is envisaged that these shares will
be issued by the Company to UPC Telecom shortly after the
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Shares Exchange, against contribution of certain French assets relating
to the competitive local exchange carrier business currently being
conducted by a subsidiary of UPC in France.
These participations will be realised in order to ensure that the transfers
of the assets referred to in (a), (b) and (c) above will not generate tax
consequences as a result of which the provisions as described under (E) in
Clause 5.2 of the Shareholders Agreement would become applicable.
4. PROVISIONS RELATING TO CLAUSE 8 OF THE SHAREHOLDERS AGREEMENT
4.1 CLAUSE 8.1 OF THE SHAREHOLDERS AGREEMENT
The term "UPC" in the first full sentence of Clause 8.1 shall henceforth be
deemed to read "UPC, K&T and/or UPC Telecom".
4.2 CLAUSE 8.2 OF THE SHAREHOLDERS AGREEMENT
The phrase "If UPC sells and transfers" in line 1 of Clause 8.2 shall
henceforth be deemed to read "If UPC (by itself or together with K&T and/or UPC
Telecom, so long as either or both of these companies hold shares in the
Company). The term "its shares" in line 1 shall henceforth be deemed to refer,
if applicable, also to the shares held by K&T and/or UPC Telecom. The term "the
per share consideration received by UPC" shall henceforth be deemed to read "the
per share consideration received by UPC (and K&T and/or UPC Telecom, if
applicable)".
4.3 CLAUSE 8.3 OF THE SHAREHOLDERS AGREEMENT
The phrase "If UPC sells and transfers" shall henceforth be deemed to read
"If UPC (by itself or together with K&T and/or UPC Telecom, so long these
companies hold shares in the Company) will sell and transfer". The term "its
shares" shall henceforth be deemed to refer, if applicable, also to the shares
held by K&T and/or UPC Telecom. The phrase "which UPC will receive" shall
henceforth be deemed to read "which UPC (and K&T and/or UPC Telecom, if
applicable) will receive".
4.4 CLAUSE 8.4 OF THE SHAREHOLDERS AGREEMENT
The term "UPC" shall henceforth be deemed to read "UPC (and K&T and UPC
Telecom, so long as these companies hold shares in the Company)".
5. FURTHER AMENDMENTS
The term "this Agreement" appearing in the Shareholders Agreement shall
henceforth be deemed to refer to the Shareholders Agreement as amended by this
Addendum. The heading of Clause 18 shall henceforth read "GOVERNING LAW AND
JURISDICTION".
6. CONTINUING EFFECT; NO OTHER AMENDMENTS.
Except as expressly amended hereby, all of the terms and provisions of the
Shareholders Agreement are and shall remain in full force and effect. The
amendments provided for herein are limited to the specific subsections of the
Shareholders Agreement specified herein and shall not constitute an amendment of
any other provisions of the Shareholders Agreement
7. INCORPORATION BY REFERENCE
Clause 13 up to and including 22 of the Shareholders Agreement are
incorporated in this Addendum by reference, and any reference in such Clauses to
"this Agreement" shall be deemed references to the Shareholders Agreement as
amended by this Addendum.
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SIGNATORIES
By: /s/ XXXXX X. TUIJTEN
----------------------------------------------------
United Pan-Europe Communications N.V.
Anton Tuijten
SENIOR VICE PRESIDENT/GENERAL COUNSEL
By: /s/ XXXX X. XXXXXXX
----------------------------------------------------
United Pan-Europe Communications N.V.
Xxxx X. Xxxxxxx
PRESIDENT
By: /s/ XXXXXX XXXXX
----------------------------------------------------
Priority Telecom N.V.
Xxxxxx Xxxxx
GENERAL COUNSEL
By: /s/ XXXX X. VAN DER WERF
----------------------------------------------------
Priority Telecom N.V.
Xxxx X. van der Werf
ATTORNEY IN FACT
By: /s/ XXXXX XXXXXX
----------------------------------------------------
Xxxxx Xxxxxx
THE SHAREHOLDERS REPRESENTATIVE
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