Fifth Amendment to Common Stock Purchase Agreement by and between ZeniMax Media Inc. and SBS Broadcasting S.A. September 27, 2002

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[CONFORMED COPY]

Exhibit 4.61

Fifth Amendment to Common Stock Purchase Agreement

by and between

ZeniMax Media Inc.

and

SBS Broadcasting S.A.

September 27, 2002

Fifth Amendment to Common Stock Purchase Agreement

This Fifth Amendment to Common Stock Purchase Agreement (the "Fifth Amendment") is made as of this 27^th day of September 2002, 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, and a Fourth Amendment dated June 6, 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 December 31, 2002, with respect to the Company's right to offer for sale 156,818 shares of common stock, par value €2.00 per share, of SBS (the "SBS Shares"), delivered to the Company in exchange for certain consideration under the Agreement.
(b): 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 Fifth 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

		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 Broadcasting S.A. Quintet Office Park Rietlandpark 353 1019EM Amsterdam Holland Attn: Corporate Secretary