QuickLinks -- Click here to rapidly navigate through this documentShare Transfer Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations • Luxembourg
MANAGEMENT SERVICES AGREEMENTSBS Broadcasting S A • May 15th, 2003 • Television broadcasting stations • Luxembourg
a limited partnership existing under the laws of Guernsey, having its registered office at Nerine House, St. George's Place, 22 Comet Street, St. Peter Port, Guernsey,
PRIMARY SURETY AGREEMENT between SBS BROADCASTING S.A. and POSTABANK ÉS TAKARÉKPÉNZTÁR RT. Dated March 24, 2003Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
SBS Broadcasting S.A. (registered seat: 8.-10. rue Mathias Hardt, BP 39, L-1717, Luxembourg, registration No.: B 31996., Registere de Commerce et des Sociétés, Luxembourg, names and positions of the representative the Company: David Stogel Attorney-in-Fact) a company limited by shares, organised and existing under the laws of the Grand Duchy of Luxembourg (the "Surety"), and
Fourth Amendment to Common Stock Purchase Agreement by and between ZeniMax Media Inc. and SBS Broadcasting S.A. June 6, 2002Common Stock Purchase Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
This Fourth Amendment to Common Stock Purchase Agreement (the "Fourth Amendment") is made as of this 6th day of June 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, and a Third amendment dated April 16, 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").
Eighth Amendment to Common Stock Purchase Agreement by and between ZeniMax Media Inc. and SBS Broadcasting S.A. April 30, 2003Common Stock Purchase Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
This Eighth Amendment to Common Stock Purchase Agreement (the "Eight Amendment") is made as of this 30th day of April 2003, 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, a Fourth Amendment dated June 6, 2002, a Fifth Amendment dated September 27, 2002, a Sixth Amendment dated December 20, 2002, and a Seventh Amendment dated March 26, 2003 (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").
Third Amendment to Common Stock Purchase Agreement by and between ZeniMax Media Inc. and SBS Broadcasting S.A. April 16, 2002Common Stock Purchase Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
This Third Amendment to Common Stock Purchase Agreement (the "Third Amendment") is made as of this 16th day of April 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 (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").
CALL OPTION AGREEMENTCall Option Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations • New York
This CALL OPTION AGREEMENT is made and entered into as of December 23, 2002, by and between International Trading and Investments Holdings S.A. Luxembourg, a company organized under the laws of Luxembourg with registered number B29742 and its registered office at 398, route d'Esch, L-1471, Luxembourg ("ITI") and SBS Broadcasting S.A., a company organized under the laws of Luxembourg with registered number 31996 and its registered office at 8-10, rue Mathais Hardt, BP 39, L-2010, Luxembourg ("SBS") (each of SBS and ITI, a "Party" and, together, the "Parties").
Seventh Amendment to Common Stock Purchase Agreement by and between ZeniMax Media Inc. and SBS Broadcasting S.A. March 26, 2003Common Stock Purchase Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
This Seventh Amendment to Common Stock Purchase Agreement (the "Seventh Amendment") is made as of this 26th day of March 2003, 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, a Fourth Amendment dated June 6, 2002, a Fifth Amendment dated September 27, 2002, and a Sixth Amendment dated December 20, 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").
LOAN AGREEMENTLoan Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
MTM-SBS Television Company Limited by Shares Abbreviated name: MTM-SBS Rt Registered seat: 1045 Budapest, Róna u. 174 Main activity: Radio and television program broadcasting Company registry number: 01-10-043174 Tax number: 12168295-2-44 Central Statistics Code: 12168295-9214-114-01 Names and status of the representatives of the Company: Szilágyi Miklós member of the Board of Directors, Dr. Benke Gábor member of the Board of Directors as borrower (hereinafter referred to as: the "Client") on the one hand
Novation and Assignment Agreement United Pan-Europe Communications N.V. And SBS Broadcasting S.A. And UGC Holdings, Inc. And UnitedGlobalCom Europe B.V. relating to the Private Placement Agreement and the Investment Agreement 8 April 2003Purchase and Sale Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations • New York
PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of March 5, 2003, by and between UNITED CMH HOLDINGS, INC., a Delaware corporation (the "Purchaser") and UNITED PAN-EUROPE COMMUNICATIONS N.V., a public company with limited liability (naamloze vennootschap) organized under the laws of The Netherlands (the "Seller" and, together with the Purchaser, each, a "Party" and, collectively, the "Parties"). Other capitalized terms used herein are defined in Article I.
INDEMNITY AGREEMENT concluded between SBS Broadcasting S.A. and MTM-SBS Televízió Rt.Indemnity Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
Sixth Amendment to Common Stock Purchase Agreement by and between ZeniMax Media Inc. and SBS Broadcasting S.A. December 20, 2002Common Stock Purchase Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
This Sixth Amendment to Common Stock Purchase Agreement (the "Sixth Amendment") is made as of this 20th day of December 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, a Fourth Amendment dated June 6, 2002, and a Fifth Amendment dated September 27, 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").
Term sheet dated the 16th October 2002 THIS GUARANTEE dated the 16th October 2002 is made between:SBS Broadcasting S A • May 15th, 2003 • Television broadcasting stations
SBS Broadcasting S.A., a company incorporated in and existing under the laws of Luxembourg, having its registered office at Luxembourg (the "Guarantor"),
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations • New York
This SHARE PURCHASE AGREEMENT (the "Agreement") is made and entered into as of December 23, 2002, by and between International Trading and Investments Holdings S.A. Luxembourg, a company organized under the laws of Luxembourg with registered number B29742 and its registered office at 398, route d'Esch, L-1471, Luxembourg ("ITI"), and SBS Broadcasting S.A., a company organized under the laws of Luxembourg with registered number 31996 and its registered office at 8-10, rue Mathais Hardt, BP 39, L-2010, Luxembourg ("SBS" and, together with ITI, the "Parties" and each, a "Party").
Service Agreement Scandinavian Broadcasting System (Jersey) Limited and Harry Evans SloanAgreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations • California
Fifth Amendment to Common Stock Purchase Agreement by and between ZeniMax Media Inc. and SBS Broadcasting S.A. September 27, 2002Common Stock Purchase Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
This Fifth Amendment to Common Stock Purchase Agreement (the "Fifth Amendment") is made as of this 27th 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").
AGREEMENT concluded between MTM-SBS TELEVIZIÓ Rt., SBS BROADCASTING S.A. and POSTABANK ÉS TAKARÉKPÉNZTÁR Rt. Dated 24 March 2003Agreement • May 15th, 2003 • SBS Broadcasting S A • Television broadcasting stations
MTM-SBS TELEVÍZIÓ Rt. (registered seat: 1045-Budapest, Róna u. 174, Hungary, company registry number: 01-10-043174, names and positions of the persons entitled to representation: Szilágyi Miklós member of the Board of Directors, Dr. Benke Gábor member of the Board of Directors), as borrower (hereinafter: ?Borrower", in the Loan Agreement: ?Customer", in the Advertising Service Agreement: ?Service Provider"),
PURCHASE AGREEMENT RELATING TO THE SHARES IN PUBLIMUSIC B.V. between Talpa Management B.V. as the Purchaser and SBS Radio B.V. and Strengholt B.V. as the Sellers and SBS Broadcasting S.A. as the GuarantorSBS Broadcasting S A • May 15th, 2003 • Television broadcasting stations
Schedule 4 Letter from SBS Broadcasting B.V. to the Purchaser of this date regarding the provision of advertising time to Publimusic B.V.
