FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
First Amendment, dated as of December 31, 1996 (the
"Amendment"), to Stock Purchase Agreement, dated as of May 25, 1995 (the
"Neovision Purchase Agreement"), between ITI Media Group N.V., a corporation
organized under the laws of the Netherlands Antilles (the "Seller"), and CME
Media Enterprises B.V., a corporation organized under the laws of the
Netherlands (the "Buyer").
RECITALS
A. The Seller and the Buyer have executed and delivered the
Neovision Purchase Agreement and have completed the First Closing thereunder.
B. The Buyer has made two loans (the "Loans") to the Seller
in the aggregate principal amount, taken together, of US$ 4,355,000.
C. The Seller and the Buyer desire to amend their agreement
relating to the Second Closing under the Neovision Purchase Agreement and to
cause all or a portion of the funds delivered by the Buyer to the Seller in
connection with the Second Closing to be applied to the repayment in full of
the principal amount of the Loans, together with accrued and unpaid interest
thereon to the date of such repayment.
In consideration of the foregoing, the Seller and the Buyer
agree as follows:
1. Capitalized terms used in this Amendment without
definition shall have the meanings given to them in the Neovision Purchase
Agreement.
2. Section 1.2 of Article I of the Neovision Purchase
Agreement is hereby amended in its entirety to read as follows:
"1.2 Second Closing. At the second closing (the "Second Closing"),
Seller shall sell and transfer to Buyer such number of Shares as shall
constitute 24.5% of the aggregate outstanding Shares, and Buyer shall
purchase such number of Shares by, at its election, either (i) paying
US$ 5 million (the "Second Purchase Price") in immediately available
funds to the Seller, or as instructed by the Seller, or (ii) applying
a portion (the "Loan Amount") of the Second Purchase Price to the
repayment in full of the principal amount of loans extended by the
Buyer to the Seller, pursuant to agreements between the Buyer and the
Seller dated September 10, 1996 and November 7, 1996 (the "Loan
Agreements"), and the payment in full of accrued and unpaid interest
thereon up to the date of the Second Closing, and, subject to the
condition contained in Section 2.3, paying an amount equal to the
excess of (x) the Second Purchase Price over (y) the Loan Amount in
immediately available funds to the Seller, or as instructed by the
Seller. In the event that the Buyer elects to apply the Loan Amount
towards payment of the Second Purchase Price, the Buyer shall also
return to the Seller, or destroy, any promissory note or notes
relating to loans extended pursuant to the Loan Agreements and shall
provide the Seller with such receipt, certificate or other document
executed by the Buyer, indicating the release of the Seller from its
obligations under the Loan Agreements, as the Seller may reasonably
request."
3. Section 1.3 of Article I of the Neovision Purchase
Agreement is hereby amended by adding the following sentence to the end
thereof:
"In the case of the Second Closing, Buyer and Seller shall cause such
notarial deed applicable to the Shares purchased by the Buyer at the
Second Closing to be executed on Tuesday, December 31, 1996."
4. Section 2.2 of Article II of the Neovision Purchase
Agreement is hereby amended by (i) substituting the word "condition" for the
word "conditions" in the fourth line thereof, (ii) substituting a period for
the semi-colon in the fifth line of paragraph (a) thereof, (iii) deleting the
word "and" at the end of paragraph (a) thereof, and (iv) deleting paragraph (b)
thereof in its entirety.
5. Article II of the Neovision Purchase Agreement is hereby
amended by adding the following section immediately following the end thereof:
"2.3 Conditions Subsequent to Second Closing. The
obligation of the Buyer to pay any cash portion of the Second Purchase
Price is conditioned on the satisfaction or waiver, at or prior to the
date of payment thereof, of the following conditions:
(a) the representations and warranties of Seller
contained in this Agreement shall be true and correct in all
material respects as of the date of payment thereof and
Seller shall have delivered to Buyer a certificate dated such
date and to such effect; and
(b) ITI TV and CME shall have made the capital
contributions required under Section 4.2 of the TVN
Shareholder Agreement (the "Second TVN Closing").
6. Article VI of the Neovision Purchase Agreement is hereby
amended by adding the following section immediately following the end thereof:
"6.4 Additional Buyer Put. In the event that (a) the
Second TVN Closing does not occur on or before the second anniversary
of the date of the First Closing; and (b) Buyer has exercised its
rights under Section 8.1 of the TVN Shareholder Agreement; then Buyer
shall have the right, exercisable at any time during the 180-day
period following such second anniversary upon written notice (the
"Additional Put Notice") to Seller (which will be deemed validly given
if included as a part of the Put Notice), to cause Seller to purchase
all of the Shares purchased at the Second Closing at a purchase price,
net of applicable Dutch taxes, if any (the "Additional Put Price"),
equal to the sum of (i) US$ 5,000,000, less (ii) the amount of any
cash portion of the Second Closing Price remaining unpaid by the Buyer
as of the date of payment of the Additional Put Price, plus (iii)
interest on such aggregate amount at a rate per annum equal to 6% from
the date of the Second Closing to the date of payment of the
Additional Put Price. Seller shall pay the Additional Put Price in
immediately available funds to Buyer (or as directed by it) on the
date specified in the Additional Put Notice (which shall be not sooner
than five business days from the date of such notice)."
7. Except as amended, modified or waived herein, the
Neovision Purchase Agreement shall remain in full force and effect in
accordance with its terms.
8. This Amendment shall become effective when duly executed
and delivered by the Seller and the Buyer.
9. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
10. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of law rules thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered as of the date first above written.
ITI Media Group N.V.
By:________________________
Title:
CME Media Enterprises B.V.
By:________________________
Title: