Exhibit 10.1
FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement dated as of July 11, 2000 (this
"Amendment") is among UnitedGlobalCom, Inc. ("United"), Liberty Media
Corporation ("Liberty") and Liberty Media International, Inc. ("LMI").
Recitals
United, Liberty and LMI are parties to an Agreement dated as of June
25, 2000 (the "Agreement") with United Pan-Europe communications, N.V. relating
among other things, to the transfer of certain assets by LMI to United for cash
or securities of United or its parent. LMI has been presented with a proposal
pursuant to which LMI or its affiliates would prepay an obligation as to which
United agreed pursuant to the Agreement to indemnify Liberty and LMI and make a
loan and provide other credit support to third parties, and, in consideration of
the foregoing, would have the opportunity to acquire additional equity
interests.
The parties deem it to be in their mutual best interests to amend the
Agreement to set forth their rights and obligations with respect to the
transactions described above.
Agreement
In consideration of the mutual covenants set forth herein and the
mutual benefits to be derived herefrom, and intending to be legally bound, the
parties agree as follows:
Section 1. Earnout Payment.
(a) United approves the retirement by LMI of an "earnout"
obligation owed to Carlos Avila ("Avila") and Luis Nofal ("Nofal") by the
payment of cash in an amount not to exceed $31,500,000 (the "Earnout Payment"),
which otherwise would become due and payable on July 31, 2001.
(b) At the first closing (the "Closing") of United's
acquisition of LMI's interest in any one or more of Torneos y Competencias S.A.
("TyC"), Pramer SCA or Cablevision SA, United will pay, or provide for the
payment, to Liberty of the amount of the Earnout Payment plus interest on that
amount from the date paid by LMI to the date of payment by United at the rate of
10% per annum, compounded quarterly. That payment may be made in cash or in
shares of Class B Stock at United's election. If payment is made in shares of
Class B Stock, the number of shares to be issued will be determined by dividing
the amount of the Earnout Payment plus interest thereon as provided above by the
Average Market Price (as defined in paragraph 5 of Exhibit A to the Agreement)
of Class A Stock of United as of the date of the Closing.
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(c) The parties will cooperate in structuring the payment
contemplated above in a manner that maximizes tax efficiencies for Liberty and
LMI, provided that such structure will not have an adverse tax or other effect
on United.
Section 2. Transactions with Avila and Nofal.
(a) Liberty, LMI or one or more of their affiliates intend (i)
to loan to Avila or to an entity controlled by him or his immediate family up to
$20,000,000 (the "Loan") and (ii) to provide an unconditional guaranty of a bank
loan (the "Guaranty") to be made to Avila or an entity controlled by him or his
immediate family in the principal amount of up to $27,000,000. The obligations
of the borrower of the Loan and of the borrower of the bank loan guaranteed by
the Guaranty will be secured by collateral that will include a 20% interest in
TyC, an 80% interest in the Argentine company that owns the America 2 channel
and personal collection guaranties of Avila and Nofal. In consideration of
providing the Loan and the Guaranty, Liberty, LMI or one or more of their
affiliates also will be granted the right to acquire up to 80% of Avila
Inversora S.A. (the "AISA Option"), the entity that will hold the indirect
interest in the America 2 channel.
(b) At the Closing, United (i) will acquire all the rights and
will assume all the obligations of the lender of the Loan, as well as all rights
(and United will assume all obligations) under the AISA Option, and will pay to
Liberty an amount in cash equal to the unpaid principal balance of the Loan and
all accrued and unpaid interest on the Loan, (ii) will replace Liberty as the
guarantor under the Guaranty or, if the lender of the loan guaranteed thereby
will not agree to such replacement, United will indemnify Liberty against any
liability, cost or expense incurred by Liberty as the guarantor under the
Guaranty, and (iii) if LMI has made any payment under the Guaranty on or prior
to the Closing, will pay to LMI an amount equal to such payment plus interest
from the date thereof to the date of the Closing at the rate of 10% per annum,
compounded quarterly.
Section 3. Inclusion as Acquired Assets. From and after the
execution of this Amendment, the interests to be assigned to United pursuant to
Section 2 will be treated as part of the Acquired Assets for all purposes of the
Agreement.
Section 4. Incorporation of Other Provisions. All terms with
initial capital letters that are not defined in this Amendment will have the
meaning ascribed to them in the Agreement. In addition, "United" will have the
meaning ascribed to it in the Agreement. Section 13of the Agreement is
incorporated herein by this reference and forms part of this Amendment. Except
as specifically amended by this Amendment, the Agreement will continue in full
force and effect in accordance with its terms.
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The parties acknowledge their agreement with the terms and conditions
stated above by signing below.
UNITEDGLOBALCOM, INC.
By: /s/ Gene W. Schneider
Title: Chairman and CEO
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
Title: Senior Vice President
LIBERTY MEDIA INTERNATIONAL, INC.
By: /s/ Charles Y. Tanabe
Title: Senior Vice President
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