LETTER AGREEMENT
|
Straumur-Burdaras
Investment Bank hf.
Care of
Straumur-Burdaras Investment Bank, Copenhagen branch
Xxxxxxxxxxxxxxxxxx
Xxxxxxxxxxxx
0
0000
Xxxxxxxxxx K
Denmark
(“Straumur”)
|
|
|
Hungarian
Telecom (Netherlands) Cooperatief
Xxxxxxxxx 000
Xxxxxxxxx 0
0000XX
Xxxxxxxxx
Xxx
Xxxxxxxxxxx
(“MEP”)
|
|
1.
|
In connection
with the sale by Straumur to MEP, acting through CSFB, of 1,650,611 ADSs
issued by Deutsche Bank at USD 4.50 per ADS and representing approximately
10 per cent of the share capital of Invitel Holdings A/S ("Invitel"),
Straumur and MEP hereby agree that the purchase price for the ADSs shall
be adjusted if, (i) prior to the first anniversary of the date of this
Letter Agreement, a tender offer, mandatory or voluntary, is made by and
on behalf of MEP (or any affiliated company) or Invitel for the shares of
Invitel or ADSs representing shares of Invitel and if (ii) (a) the price
offered per share or ADS, as the case may be, pursuant to such tender
offer exceeds (b) USD 4.50 per share or ADS, as the case may
be.
|
|
2.
|
If the tender
offer is expressed in a currency other than USD, the value thereof shall
for the purpose of clause 1 be converted into USD at the (information)
exchange rate published around 14.15 CET on Danmarks Nationalbank's
website, xxxx://xxx.xxxxxxxxxxxxxx.xx/, for the day on which payment under
the tender offer is due.
|
|
3.
|
The purchase
price adjustment shall be equal to the difference specified in clause 1
between (a) minus (b) expressed in USD multiplied by
1,650,611.
|
|
4.
|
The purchase
price adjustment is due and payable on the date on which payment under the
tender offer is due, and thus contingent upon the closing of the
transaction envisaged by the tender
offer.
|
|
5.
|
This Letter
Agreement shall be governed by Danish law. Xxx Xxxx Xxxxx xx Xxxxxxxxxx
(Xxxxxxxxxx Byret) shall have exclusive jurisdiction to determine any
dispute arising out of or in connection with this Letter Agreement with
normal recourse to the Danish High
Courts.
|
|
November 25,
2009
|
November 25,
2009
|
|
|
Straumur-Burdaras
Investment Bank hf.:
|
Hungarian
Telecom (Netherlands) Cooperatief:
|
|
