Exhibit 10.76
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement, dated February 6, 2003 (this
"Agreement"), is entered into by and among UnitedGlobalCom, Inc., a Delaware
corporation (the "Purchaser"), Alliance Balanced Shares ("ABS"), Alliance Growth
Fund ("AGF"), Alliance Global Strategic Income Trust ("AGSIT") and EQ Alliance
Common Stock Portfolio (together with ABS, AGF and AGSIT, the "Sellers" and each
a "Seller").
RECITALS
WHEREAS, United Pan-Europe Communications N.V., incorporated and existing
under the laws of the Netherlands ("UPC") filed a voluntary case under Chapter
11 of title 11 of the United States Code, 11 U.S.C. Sections 101-1330, as
amended, in the United States Bankruptcy Court for the Southern District of New
York (the "US Bankruptcy Court") and has proposed its Second Amended Plan of
Reorganization (the "US Plan");
WHEREAS, the US Bankruptcy Court has approved UPC's Second Amended
Disclosure Statement, dated January 7, 2003, with respect to the US Plan (the
"Disclosure Statement");
WHEREAS, the Purchaser is the majority shareholder of UPC;
WHEREAS, each of the Sellers hold the number of Preference Shares A of UPC,
nominal value E1.00 per share (the "Preference Shares") and warrants to purchase
ordinary shares A of UPC, nominal value E1.00 per share (the "Ordinary Shares"),
at an exercise price of E42.546 per Ordinary Share (the "Warrants," and together
with the Preference Shares, the "UPC Securities") set forth opposite its name on
SCHEDULE 1 attached hereto; and
WHEREAS, each of the Sellers, entered into agreements, dated December 20,
2002 (the "Letter Agreements") providing for the Sellers to sell the UPC
Securities to the Purchaser in exchange for shares of the Purchaser's Class A
Common Stock, par value $.01 per share (the "UGC Shares").
NOW, THEREFORE, in consideration of their mutual promises made herein, and
for other good and valuable consideration, receipt of which is hereby
acknowledged by each party, the parties, intending to be legally bound, hereby
agree as follows:
SECTION 1. PURCHASE OF THE UPC SECURITIES. Subject to the terms and
conditions of this Agreement, the Purchaser agrees to purchase and the Sellers
agree, severally and not jointly, to sell to the Purchaser at Closing, the
aggregate number of UPC Securities set forth opposite such Seller's name on
SCHEDULE 1 hereto in exchange
for the number of UGC Shares set forth opposite such Seller's name on SCHEDULE 1
hereto.
SECTION 2. CLOSING. The consummation of the purchase and sale of the UPC
Securities to be purchased hereunder (the "Closing") shall take place at the
offices of the Purchaser on a date mutually agreed upon between the parties, but
in any event within three (3) business days after the satisfaction or waiver of
the conditions set forth herein (such date being referred to herein as the
"Closing Date"). At the Closing:
(a) The Sellers shall transfer the Preference Shares to the
Purchaser.
(b) The Sellers shall transfer title to the Warrants to the Purchaser
by delivering to the Purchaser the Warrants with an executed Assignment Form
attached as Exhibit B thereto providing for the transfer of title to the
Purchaser.
(c) The Purchaser shall deliver to the Sellers certificates for the
UGC Shares, in such denominations and registered as the Sellers shall advise the
Purchaser at least two days prior to the Closing Date.
(i) Each certificate representing the UGC Shares will contain a
legend substantially to the following effect (in addition to any legends
required under applicable securities laws:.
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS
THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE
OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SECURITIES
PURCHASE AGREEMENT, DATED FEBRUARY 6, 2003, COPIES OF WHICH ARE AVAILABLE
FROM UNITEDGLOBALCOM, INC. UPON REQUEST, AND ANY SALE, PLEDGE,
HYPOTHECATION, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF SUCH SECURITIES
IS SUBJECT TO SUCH SECURITIES PURCHASE AGREEMENT.
SECTION 3. CERTAIN COVENANTS OF THE SELLERS. Each of the Sellers covenants
with the Purchaser as follows:
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(a) RIGHT OF FIRST REFUSAL. Each Seller hereby grants to the
Purchaser a right of first refusal (the "First Refusal Right") to purchase any
and all UGC Shares which such Seller may propose to transfer, pursuant to a bona
fide third-party offer for such shares or enter into a hedge transaction with
respect to such UGC Shares.
(i) In the event that such Seller proposes to undertake such a
sale or hedge transaction, the Seller shall notify the Purchaser no later than
10 business days prior to the proposed transfer of, or the entering into any
hedge transaction with respect to, any of the UGC Shares (such notice, the "Sale
Notice").
(ii) The Sale Notice shall specify (i) the number of UGC Shares
proposed to be transferred or with respect to which the Seller expects to enter
into a hedge transaction (the "Proposed Sale Shares"), (ii) the terms of the
offer or hedge transaction and the identity of the third-party offeror or
counterparty to the hedge transaction and (iii) the proposed sale price per UGC
Share (or its cash equivalent, if a proposed sale is other than for cash
consideration) or the consideration to be received in the proposed hedge
transaction (the "Proposed Sale Price").
(iii) The Purchaser shall have 10 days after the Sale Notice is
mailed or delivered to agree to purchase the Proposed Sale Shares for the
Proposed Sale Price and upon the terms specified in the Sale Notice by giving
written notice (an "Exercise Notice") to such Seller and stating therein the
number of Proposed Sale Shares to be purchased. The right of first refusal may
not be assigned or transferred by the Purchaser except to Liberty Media
Corporation and its affiliates.
(iv) In the event an Exercise Notice is not given to Seller prior
to the expiration of the 10 day exercise period, the Seller shall have a period
of 30 days thereafter in which to transfer, or enter into a hedge transaction
with respect to, the Proposed Sale Shares to the third-party offeror identified
in the Sale Notice, upon terms (including purchase price) no more favorable to
such third-party offeror or counterparty than those specified in the Sale
Notice; PROVIDED, HOWEVER, that any such transfer or entering into hedge
transaction must not be effected in contravention of the provisions of this
Agreement. In the event such Seller does not effect the proposed transfer within
the specified 30 day period, the First Refusal Right shall continue to be
applicable to any subsequent transfer or hedge transaction with respect to the
UGC Shares.
(b) RESTRICTION ON TRANSFER. Each of the UGC Shares issued to the
Sellers in accordance with this Agreement shall not be transferable by the
Sellers until twelve months after the Closing and each Seller shall not enter
into a hedge transaction with respect to such UGC Shares until twelve months
after Closing. Each Seller hereby authorizes the Purchaser to cause the transfer
agent to decline to transfer and/or to note stop transfer restrictions on the
transfer books and records of the Purchaser with respect to any UGC Shares for
which such Seller is the record holder and, in the case of any such UGC Shares
for which such Seller is the beneficial but not the record holder, agrees to
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cause the record holder to cause the transfer agent to decline to transfer
and/or to note stop transfer restrictions on such books and records with respect
to such UGC Shares.
SECTION 4. REGISTRATION.
(a) As soon as practicable after the Closing Date but in no event
later than 30 days after the Closing Date (such 30th day, the "Filing
Deadline"), the Purchaser shall file with the Commission a shelf registration
statement pursuant to Rule 415 under the Securities Act of 1933, as amended (the
"Act"), or amend an existing registration statement (the "Shelf Registration
Statement"), providing for the registration of all of the UGC Shares, and shall
use its reasonable best efforts to cause such Shelf Registration Statement to
become effective on or prior to 120 days after the Closing Date (such 120th day,
the "Effectiveness Deadline").
(b) No Seller may include any of its UGC Shares in any Shelf
Registration Statement pursuant to this Agreement unless and until such Seller
(i) agrees to be named as a selling stockholder in the related Prospectus and to
deliver a Prospectus to purchasers and (ii) furnishes to the Purchaser in
writing, within 15 days after receipt of a request therefor, certain
representations and information with respect to itself and the proposed
distribution by it as shall be necessary in order to assure compliance with
Federal and applicable state securities laws in connection with the Shelf
Registration Statement in order to have its UGC Shares included in the Shelf
Registration Statement. Each Seller agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Purchaser by such Seller not materially misleading. The
Purchaser may exclude from such registration the UGC Shares of any Seller that
fails to furnish such information within a reasonable time after receiving such
request.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Sellers as follows:
(a) ORGANIZATION; POWERS. The Purchaser is (i) duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (ii) has all requisite corporate power and authority to own its
property and assets and (iii) has the corporate power and authority to execute,
deliver and perform its obligations under this Agreement.
(b) AUTHORIZATION. The execution, delivery and performance by the
Purchaser of this Agreement (a) have been duly authorized by all requisite
corporate action on the part of the Purchaser and (b) do not and will not (i)
violate any laws or regulations applicable to the Purchaser, the certificate or
bylaws of the Purchaser or any order, judgment or decree of any court or other
agency of government binding on the Purchaser, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default or
event of default under any contract, lease, instrument, indenture, note or other
agreement of or binding upon the Purchaser, (iii) result in or
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require the creation or imposition of any lien upon any of the properties or
assets of the Purchaser, or (iv) require any approval of stockholders or any
approval or consent of any person under any contract, lease, instrument,
indenture, note or other agreement of or binding upon the Purchaser, except for
such approvals or consents which have been obtained on or before the date hereof
or approvals or consents of which the failure to obtain would not have a
material adverse effect on (1) the business, financial condition or results of
operations of the Purchaser or (2) the Purchaser's ability to perform its
obligations under this Agreement.
(c) ENFORCEABILITY. This Agreement has been duly executed and
delivered by the Purchaser and constitutes a legal, valid and binding obligation
of the Purchaser enforceable against the Purchaser in accordance with its terms
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability.
(d) UGC SHARES. The UGC Shares to be issued pursuant to this
Agreement are duly authorized and, when delivered by the Purchaser pursuant to
this Agreement, will be validly issued, fully paid and nonassessable. No
resolutions to make any distributions out of the equity (vermogen) of the
Purchaser have been adopted, which have not been carried out.
SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. Each of the
Sellers represents and warrants to the Purchaser as follows:
(a) ORGANIZATION; POWERS. Such party (i) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, and (ii) has the corporate power and authority to execute, deliver
and perform its obligations under this Agreement.
(b) AUTHORIZATION. The execution, delivery and performance by such
party of this Agreement (a) have been duly authorized by all requisite corporate
action on the part of such party and (b) do not and will not violate any laws or
regulations applicable to such party, the certificate or bylaws of such party or
any order, judgment or decree of any court or other agency of government binding
on such party.
(c) ENFORCEABILITY. This Agreement has been duly executed and
delivered by such party and constitutes a legal, valid and binding obligation of
such party enforceable against such party in accordance with its terms except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.
(d) UPC SECURITIES. Sellers own, beneficially and of record, the
aggregate number of Preference Shares and Warrants set forth opposite such
Seller's name on SCHEDULE 1 attached hereto. Sellers did not grant rights to
purchase or otherwise
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acquire the UPC Securities but to the Purchaser. The UPC Securities have not
been encumbered with an attachment, usufruct and pledge nor have depositary
receipts for the UPC Securities been issued with the Purchaser's concurrence.
(e) ACCREDITED INVESTOR. Such party is aware that the UGC Shares have
not been registered under the Securities Act or any applicable state securities
laws. Such party understands that the UGC Shares are being offered and exchanged
in reliance upon an exemption from registration under the Securities Act
provided by Section 4(2) of the Securities Act. Such party is an "Accredited
Investor" as that term is defined in Rule 501(a) of the Securities Act. The UGC
Shares are being acquired solely for such party's own account, for investment
purposes only, and not for any distribution, subdivision or fractionalization
thereof; and such party has no agreement or other arrangement, formal or
informal, with any person or entity to sell, transfer or pledge any part of the
UGC Shares. Such party further understands that it must bear the economic risk
of this investment for an indefinite period of time because such party cannot
resell or otherwise transfer any part of the UGC Shares unless (i) the UGC
Shares are first registered under the Securities Act and such resale or other
transfer complies with all applicable state securities laws or (ii) exemptions
from the requirements of the Securities Act and all applicable state securities
laws are available.
(f) ACCESS TO INFORMATION. Such party has adequate information
concerning the businesses, finances and operations, condition (financial and
otherwise), results of operations, properties, plans and prospects of the
Purchaser to make an informed decision regarding the sale and has independently
and without reliance upon the Purchaser made its own analysis and decision to
sell. Each Seller has been afforded the opportunity to ask questions of the
Purchaser and has received satisfactory answers to any such inquiries.
(g) NEGOTIATED AGREEMENT. The terms of this Agreement were the result
of negotiations between Sellers and the Purchaser, and such party was given the
opportunity to review and comment upon the proposed terms of this Agreement.
(h) DISCLOSURE STATEMENT. Such party has received a copy of the
Disclosure Statement.
SECTION 7. CONDITIONS TO CLOSING.
(a) CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER. The obligations
of the Purchaser to each Seller under this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions:
(i) The representations and warranties of the Sellers contained
in Section 6 shall be true on and as of the Closing with the same effect as
though such representations and warranties had been made on and as of the
Closing.
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(ii) Each of the Sellers shall have performed and complied with
all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.
(iii) Each of the Sellers shall have executed and delivered a
ballot voting in favor of the US Plan substantially in the form of EXHIBIT A
attached hereto.
(iv) Each of the Sellers shall have executed and delivered a Deed
of Purchase and Transfer substantially in the form of EXHIBIT B attached hereto.
(v) Each of the Sellers shall have delivered to the Purchaser
the Warrants with an executed Assignment Form attached as Exhibit B thereto
providing for the transfer of title to the Purchaser.
(b) CONDITIONS TO THE OBLIGATIONS OF THE SELLERS. The obligations of
the Sellers to the Purchaser under this Agreement are subject to the fulfillment
on or before the Closing of each of the following conditions:
(i) The representations and warranties of the Purchaser
contained in Section 5 shall be true on and as of the Closing with the same
effect as though such representations and warranties had been made on and as of
the Closing.
(ii) The Purchaser shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing.
(iii) The Purchaser shall have executed and delivered a Transfer
Deed substantially in the form of EXHIBIT B attached hereto.
SECTION 8. TERMINATION OF LETTER AGREEMENT. Upon execution of this
Agreement by the parties hereto, all rights and obligations of the parties under
the Letter Agreement shall be terminated.
SECTION 9. CONFIDENTIALITY. Except as required by law (including the
Purchaser's disclosure obligations under Section 13(d) of the Exchange Act, and
the rules and regulations promulgated thereunder and any disclosures required to
be made in connection with the restructuring of UPC), the Purchaser and the
Sellers, on behalf of themselves and their representatives, agree to keep
strictly confidential all terms of this Agreement and the transactions
contemplated hereby.
SECTION 10. SPECIFIC PERFORMANCE. Each of the parties hereto acknowledges
and agrees that the other parties hereto would be irreparably damaged in the
event any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, each of the
parties hereto
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agrees that each of the other parties hereto shall be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically this Agreement and the terms and provisions hereof in any
action instituted in any court of the United States or any state thereof having
subject matter jurisdiction, in addition to any other remedy to which any party
hereto may be entitled, at law or in equity.
SECTION 11. SEVERABILITY. If any provision of this Agreement shall have
been determined to be unenforceable by a court of competent jurisdiction or as a
result of binding arbitration, such provision shall, as to such jurisdiction, be
ineffective to the extent of such unenforceability, without invalidating the
remaining provisions hereof, the other provisions of this Agreement shall
nonetheless remain in full force and effect, and such unenforceability in any
jurisdiction shall not render unenforceable such provision in any other
jurisdiction.
SECTION 12. TIMING. Each of the parties hereto agrees that time shall be of
the essence for all purposes of this Agreement.
SECTION 13. CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING,
WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.
SECTION 14. JURISDICTION. Each party hereto irrevocably submits to the
non-exclusive jurisdiction of any New York State or Federal court sitting in the
city of New York over any suit, action or proceeding arising out of or relating
to this Agreement or any other documents, agreements or instruments contemplated
by or referred to herein or the transactions contemplated hereby or the
enforcement of any of the terms hereof of any such other documents, agreements
or instruments. To the fullest extent it may effectively do so under applicable
law, each party hereto irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding brought in any
such court and any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.
SECTION 15. WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
UNDER OR OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING HERETO OR
THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of the transactions
contemplated hereby, including, and without limitation, contract claims, tort
claims, breach of duty claims, and other common law and statutory claims.
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SECTION 16. EFFECTIVENESS; COUNTERPARTS. This Agreement shall become
effective upon execution and delivery of a counterpart hereto by the Purchaser
and each Seller. This Agreement shall be executed in any number of counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same agreement. Delivery of a
counterpart hereof by facsimile shall be effective as delivery of a manually
signed counterpart hereof.
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IN WITNESS WHEREOF, the parties to this Agreement have executed or caused
this Agreement to be executed by their duly authorized officers as of the day
and year first written above.
UNITEDGLOBALCOM, INC.
By: /s/ XXXXXXXXX XXXXXXXXX III
-----------------------------
Name: Xxxxxxxxx Xxxxxxxxx III
Title: Chief Financial Officer
ALLIANCE CAPITAL MANAGEMENT L.P.
On behalf of: Alliance Balance Shares
By: /s/ XXXXXXX X. XXXX
------------------------------------
Name: Xxxxxxx X. Xxxx
Title: SVP
ALLIANCE CAPITAL MANAGEMENT L.P.
On behalf of: Alliance Growth Fund
By: /s/ XXXX X. XXXX
------------------------------------
Name: Xxxx X. Xxxx
Title: SVP
ALLIANCE CAPITAL MANAGEMENT L.P.
On behalf of: EQ Alliance Common Stock
Portfolio
By: /s/ XXXXXXXXX X. XXXX
------------------------------------
Name: Xxxxxxxxx X. Xxxx
Title: Portfolio Manager
ALLIANCE CAPITAL MANAGEMENT L.P.
On behalf of: Alliance Global Strategic
Income Trust
By: /s/ XXXXXX XXXXXXX
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: VP
SCHEDULE 1
PREFERENCE UGC SHARES
SELLER SHARES WARRANTS TO BE ISSUED
------ ---------- -------- -------------
Alliance Balanced Shares 2 971 399
Alliance Growth Fund 450 218,502 90,415
EQ Alliance Common Stock Portfolio 1,351 655,990 271,444
----- ------- -------
Alliance Global Strategic Income Trust 30 14,567 6,029
----- ------- -------
TOTAL 1,833 890,030 368,287
===== ======= =======
EXHIBIT A
FORM OF RESTRUCTURING BALLOT
[to come]
EXHIBIT B
FORM OF DEED OF PURCHASE AND TRANSFER
PURCHASE AND TRANSFER
OF SHARES IN
UNITED PAN-EUROPE COMMUNICATIONS N.V.
between
UnitedGlobalCom, Inc.
and
[_________________]
PURCHASE AND TRANSFER
OF SHARES IN
UNITED PAN-EUROPE COMMUNICATIONS N.V.
THE UNDERSIGNED:
1. [_________________],
(the "Transferor");
2. UnitedGlobalCom, Inc.
(the "Purchaser"); and
3. United Pan-Europe Communications, N.V.,
(the "Company"),
WHEREAS:
A. the Transferor is holder of [_______] paid up Preference Shares A in
the capital of the Company, each with a nominal value of E1.00,
numbered [__] to[__] inclusive (the "Shares");
B. the Transferor acquired the Shares from the Company by deed of
[_____]; and
C. pursuant to the
Securities Purchase Agreement entered into by and
among the Purchaser Alliance Balanced Shares, Alliance Growth Fund and
EQ Alliance Common Stock Portfolio (the "
Securities Purchase
Agreement"), the Purchaser hereby wishes to purchase the Shares from
the Transferor and the Transferor wishes to sell the Shares to the
Purchaser on the terms of and subject to the conditions, set forth in
this agreement and the
Securities Purchase Agreement.
HAVE AGREED AS FOLLOWS:
ARTICLE 1 - PURCHASE AND TRANSFER OF THE SHARES AND PAYMENT
2. The Transferor hereby sells and transfers (LEVERT) the Shares to the
Purchaser, who hereby purchases and accepts the Shares from the Transferor
(the "Transfer").
3. The purchase price for the Shares shall be equal to [_____] shares of the
Purchaser's Class A Common Stock, each with a par value of $.01 (the
"Purchase Price").
4. The Transferor has received the Purchase Price, for which the Purchaser is
fully acquitted.
ARTICLE 2 - GUARANTEES
In addition to the guarantees as granted by the
Securities Purchase Agreement,
the Transferor grants the following guarantees in respect to the Shares to the
Purchaser:
- The Transferor did not grant rights to purchase or otherwise acquire
the Shares but to the Purchaser.
- The Shares have not been encumbered with an attachment, usufruct and
pledge nor have depositary receipts for the Shares been issued with
the Company's concurrence.
- No resolutions to make any distributions out of the equity (VERMOGEN)
of the Company have been adopted, which have not been carried out.
ARTICLE 3 - ACCOUNT AND RISK
The Shares and all rights attached thereto including any distributions made by
the Company on the Shares will, for as far as applicable, from now on be for the
benefit of the Purchaser.
ARTICLE 4 - ACKNOWLEDGEMENT
The Company hereby acknowledges the Transfer and will make the appropriate entry
in the shareholders' register.
ARTICLE 5 - MISCELLANEOUS
1. The Transferor and the Purchaser waive all their rights to rescind or avoid
(VERNIETIGEN) this agreement and the included Transfer.
2. This agreement and the included Transfer and the rights and obligations
arising from this agreement and the Transfer shall be governed by and
construed in accordance with the laws of the Netherlands.
THUS AGREED AND EXECUTED IN [__] ORIGINAL COPIES
in on JANUARY __, 2003
-------------------------------------------------
UNITED PAN-EUROPE COMMUNICATIONS, N.V.
-------------------------------------
by:
UNITEDGLOBALCOM, INC.
-------------------------------------
by:
[______________________________]
-------------------------------------
by:
