<PAGE>

                                                                    EXHIBIT 10.1

                            EXCHANGE OFFER AGREEMENT



                                     BETWEEN



                      UNITED PAN-EUROPE COMMUNICATIONS N.V.

                                       AND

                              SBS BROADCASTING S.A.











                            Dated as of March 9, 2000
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)

                                                                           Page

ARTICLE I         THE OFFER...................................................2

Section 1.01.     The Exchange Offer..........................................2

Section 1.02.     Company Actions.............................................7

Section 1.03.     Shareholder Lists...........................................8

Section 1.04.     Directors...................................................8

Section 1.05.     Standstill Agreement........................................9

Section 1.06.     Minority Buy-Out............................................9

ARTICLE II        TREATMENT OF OPTIONS........................................9

Section 2.01.     Treatment of Options........................................9

ARTICLE III       PAYMENT FOR SHARES TENDERED ...............................11

Section 3.01.     Prompt Payment ............................................11

Section 3.02.     Transfer Taxes.............................................11

ARTICLE IV        REPRESENTATIONS AND WARRANTIES OF THE COMPANY..............11

Section 4.01.     Organization and Qualification.............................11

Section 4.02.     Capitalization.............................................12

Section 4.03.     Authority for this Agreement...............................13

Section 4.04.     Consents and Approvals; No Violation.......................13

Section 4.05.     Reports; Financial Statements..............................14

Section 4.06.     Absence of Certain Changes.................................15

Section 4.07.     Schedule 14D-9 and Offer Documents.........................15

Section 4.08.     Brokers....................................................15

Section 3.09.     Employee Benefit Matters...................................16

Section 4.10.     Litigation, etc............................................17

                                      -i-
<PAGE>

                               TABLE OF CONTENTS

                                  (continued)

Section 4.11.     Tax Matters................................................17

Section 4.12.     Compliance with Law; No Default............................18

Section 4.14.     Intellectual Property......................................18

Section 4.15.     Title to Properties. Entire Business.......................18

Section 4.16.     Convertible Notes and Warrants.............................19

Section 4.17      Foreign Private Issuer.....................................19

Section 4.18.     Material Contracts.........................................19

Section 4.19.     Related Party Transactions.................................19

ARTICLE V         REPRESENTATIONS AND WARRANTIES OF PURCHASER................19

Section 5.01.     Organization and Qualification.............................19

Section 5.02.     Authority for this Agreement...............................20

Section 5.03.     Capitalization.............................................20

Section 5.04.     Reports; Financial Statements..............................20

Section 5.05.     Absence of Certain Changes.................................21

Section 5.06.     Litigation, etc............................................21

Section 5.07.     Compliance with Law; No Default............................21

Section 5.08.     Offer Documents............................................22

Section 5.09.     Consents and Approvals; No Violation.......................22

Section 5.10.     Brokers....................................................23

Section 5.11      Available Funds............................................23

ARTICLE VI        COVENANTS..................................................23

Section 6.01.     Conduct of Business of the Company.........................23

Section 6.02.     No Solicitation............................................26

                                     -ii-
<PAGE>

                               TABLE OF CONTENTS

                                  (continued)

Section 6.03.     Access to Information......................................27

Section 6.04.     Reasonable Best Efforts....................................28

Section 6.05.     Legal Challenges...........................................28

Section 6.06.     Notification of Certain Matters............................28

Section 6.07.     Press Releases.............................................29

Section 6.08.     Cross-Media Ownership......................................29

Section 6.09.     Accountants' Comfort Letters...............................29

Section 6.10.     Indemnification; Directors' and Officers' Insurance........29

ARTICLE VII  INTENTIONALLY LEFT BLANK........................................30

ARTICLE VIII  TERMINATION; AMENDMENT; WAIVER.................................30

Section 8.01.     Termination................................................30

Section 8.02.     Effect of Termination......................................31

Section 8.03.     Fees and Expenses..........................................31

Section 8.04.     Amendment..................................................32

Section 8.05.     Extension; Waiver; Remedies................................33

ARTICLE IX        MISCELLANEOUS..............................................33

Section 9.01.     Survival of Representations and Warranties.................33

Section 9.02.     Entire Agreement; Assignment...............................33

Section 9.03.     Enforcement of the Agreement; Jurisdiction.................33

Section 9.04.     Validity...................................................34

Section 9.05.     Notices....................................................34

Section 9.06.     Governing Law..............................................36

Section 9.07.     Descriptive Headings.......................................36

                                     -iii-
<PAGE>

                               TABLE OF CONTENTS

                                  (continued)

Section 9.08.     Parties in Interest........................................36

Section 9.09.     Counterparts...............................................36

Section 9.10      Adjustment to Purchaser Shares.............................36

Section 9.11.     Certain Definitions........................................36

EXHIBIT A         CONDITIONS TO THE OFFER....................................37

                                     -iv-
<PAGE>

                            EXCHANGE OFFER AGREEMENT

     EXCHANGE OFFER AGREEMENT (this "Agreement"), dated as of March 9, 2000, by
and between United Pan-Europe Communications N.V., a public limited liability
company (naamloze vennootschap) organized and existing under the laws of The
Netherlands ("Purchaser") and SBS Broadcasting S.A., a public limited liability
corporation (societe anonyme) organized and existing under the laws of
Luxembourg (the "Company"). Capitalized terms have the meanings ascribed to them
throughout this Agreement or in Section 9.11 of this Agreement.

                              W I T N E S S E T H :

     WHEREAS, each of the Board of Supervisory Directors and the Board of
Managing Directors of Purchaser and the Board of Directors of the Company have
determined that this Agreement and the transactions contemplated hereby are
advisable and fair to, and in the best interests of, each corporation and its
respective shareholders in order to promote the long term strategic interest of
each of them;

     WHEREAS, the Board of Directors of the Company has adopted resolutions
approving this Agreement and the transactions contemplated hereby, including the
Offer (as defined herein), and has agreed to recommend that the Company's
shareholders accept the Offer and tender their Shares (as defined in the
"Definitions" section) in the Offer;

     WHEREAS, the shares of common stock of the Company are listed on the AEX-
Stock Exchange and on NASDAQ, and the Ordinary Shares A of Purchaser are listed
on the Amsterdam Stock Exchange and American Depositary Shares representing
Ordinary Shares A of Purchaser are listed for quotation on the NASDAQ National
Market;

     WHEREAS, the Company is a "foreign private issuer" as such term is defined
in Rule 3b-4(c) under the Exchange Act;

     WHEREAS, Purchaser holds as of the date of this Agreement 6,000,000 Shares
representing approximately 18% of the Shares on a fully-diluted basis;

     WHEREAS, Purchaser intends to commence an offer for all of the Shares,
including an offer in the United States for Shares held by U.S. holders;

     WHEREAS, as a condition and inducement to Purchaser's willingness to enter
into this Agreement, Purchaser and certain holders of Shares are simultaneously
entering into Share Exchange Agreements pursuant to which such holders have
agreed to tender their Shares in the Offer, subject to the terms and conditions
contained therein;

     WHEREAS, Purchaser and the Company desire to make certain representations,
warranties, covenants and agreements in connection with this Agreement.

     NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the parties hereto agree as follows:

                                       1
<PAGE>

                                   ARTICLE I

                                    THE OFFER


Section 1.01.    Exchange Offer.
                 --------------


               (a) (i)  Provided that this Agreement shall not have been
          terminated in accordance with Section 8.01 and that none of the events
          set forth in Exhibit A hereto shall have occurred or be existing,
          Purchaser shall as promptly as practicable after the declaration by
          the U.S. Securities and Exchange Commission (the "SEC") that the
          Registration Statement to be filed by Purchaser on Form S-4 relating
          to Ordinary Shares A (including American Depositary Shares
          representing such Ordinary Shares A) to be issued by Purchaser (the
          "Purchaser Shares") in the Offer (the "Form S-4"), has become
          effective, commence (within the meaning of Rule 14d-2 under the
          Exchange Act) an exchange offer (the "Offer") for all the Shares at a
          per-share consideration consisting of US$40 of cash and the Number of
          Purchaser Shares (as defined below) and Additional Cash (as defined
          below) ("Offer Price"). No holder of Shares shall be entitled to
          receive fractional Purchaser Shares, and if any such holder would
          otherwise be so entitled, then such holder will receive cash without
          interest in lieu of such fractional share, determined by multiplying
          the fractional interest in Purchaser Shares to which such holder would
          otherwise be entitled (after taking into account all Shares of the
          Company then held of record by such holder) by the closing sale price
          of a Purchaser Share as reported on NASDAQ on the Closing Date.


                   (ii) The "Number of Purchaser Shares" will be determined as
          follows:-

               (A) If the average closing sale price of Purchaser Shares on
          NASDAQ for the 10 trading days prior to the Consideration Calculation
          Date (as defined below) (the "Average Price") is equal to or greater
          than US$210 but less than US$241.50 then there will be no Additional
          Cash (as defined below) and the Number of Purchaser Shares per Share
          will equal 0.1904762 per Share (the "Initial Exchange Ratio")

               (B) If the Average Price is equal to or greater than US$241.50
          then there will be no Additional Cash and the Number of Purchaser
          Shares per Share will equal the result of US$46 divided by the Average
          Price.

               (C) If the Average Price is less than US$210 but more than US$168
          then there will be no Additional Cash and the Number of Purchaser
          Shares per Share will equal the result of US$40 divided by the Average
          Price.

               (D) If the Average Price is equal to or less than US$168 but
          greater than US$147 then there will be no Additional Cash and the
          Number of Purchaser Shares per Share will be equal to an amount
          calculated as follows: ($40 - ($168 - Average Price) x 0.119047619)
          divided by the Average Price.

               (E) If the Average Price is equal to or less than US$147 then the
          Number of Purchaser Shares per Share will be 0.255102 (the "Second
          Exchange Ratio") plus a mixture of additional Purchaser Shares and
          additional cash ("Additional Cash")

                                       2
<PAGE>

          determined by the Purchaser which mixture has, together with the
          0.255102 Purchaser Shares, an aggregate value (calculating the part
          (if any) comprised of Purchaser Shares at the Average Price) equal to
          US$37.50.

                     If the Purchaser has a choice pursuant to Section
          1.01(a)(i)(E)) to issue Purchaser Shares or pay Additional Cash it
          will give notice to the Company of its choice.

                     The term "Consideration Calculation Date" means the third
          US Business Day prior to the commencement date of the Offer.

                     The term "Exchange Ratio" means the number of Purchaser
          Shares issued in respect of each Share expressed as a decimal after
          taking account of all the adjustments required pursuant to Section
          1.01(a)(i) and 1.01(a)(ii).


                     Notwithstanding the foregoing, if the average closing sale
          price for Purchaser Shares on NASDAQ for any consecutive period of ten
          trading days after the date hereof and prior to the Consideration
          Calculation Date is equal to or less than US$147 (a "Trigger Event")
          then the Purchaser may within two US Business Days following the end
          of that period of the first occasion on which that event occurs elect
          by giving notice to the Company to treat this Agreement as terminated
          and if the Purchaser does not do so within such period it will not
          thereafter be entitled to do so on any subsequent Trigger Event.


               (iii) A three-for-one share split (the "Share Split") of
          Purchaser Shares is proposed to take effect following an affirmative
          vote of the shareholders of Purchaser at an extraordinary general
          meeting scheduled for March 13, 2000. Should the Share Split be
          effected, then following the Share Split, the Initial Exchange Ratio,
          the Second Exchange Ratio and the number 0.119047619 in Section
          1.01(ii)(D) will be adjusted by multiplying them by three and the
          various prices for Purchaser Shares of US$210, US$241.50, US$168, and
          US$147 set out in Section 1.01(a)(ii) will be divided by three, and
          any other terms of this Agreement, including the formula set forth in
          Section 1.01(a)(ii)(D), will be adjusted appropriately to give effect
          to the Share Split.


               (iv) Company shareholders validly accepting the Offer may elect
          to receive more cash than they would otherwise be entitled pursuant to
          the terms set out in Section 1.01(a)(i) and 1.01(a)(ii) above (the
          "Basic Terms"). Such elections shall be satisfied in full if
          sufficient cash is available as a result of other Company shareholders
          accepting the Offer electing to receive additional Purchaser Shares
          and thereby releasing cash to which they would otherwise be entitled
          under the Basic Terms. If the amount of cash so made available is
          insufficient to satisfy in full all elections for additional cash then
          such elections shall be scaled down pro rata as nearly as practicable
          and the balance of consideration shall be satisfied under the Basic
          Terms. Company shareholders validly accepting the Offer may elect to
          receive more Purchaser Shares than they would otherwise be entitled
          pursuant to the Basic Terms. Such elections shall be satisfied in full
          if sufficient Purchaser Shares are available as a result of other
          accepting Company Shareholders electing to receive additional cash and
          thereby releasing Purchaser Shares to which they would otherwise be
          entitled under the Basic Terms. If the amount of Purchaser Shares so
          made available is insufficient to satisfy in full all elections for
          additional Purchaser Shares then such elections shall be scaled down
          pro rata as nearly as

                                       3
<PAGE>

               practicable and the balance of consideration shall be satisfied
          under the Basic Terms (the elections in this paragraph are referred to
          as the "Mix and Match Election"). The basis on which cash will be
          forgone for Purchaser Shares pursuant to the Mix and Match Election
          and vice versa will be determined by valuing Purchaser Shares at the
          Average Price. Shareholders will forego cash for Purchaser Shares of
          equal value on that basis and vice versa. In no event shall any
          Company shareholder be entitled to receive as a result of the Mix and
          Match Election an aggregate amount of cash and Purchaser Shares that
          exceeds in value at the Average Price the Basic Terms. The Purchaser
          shall deposit the amount of cash and Purchaser Shares payable pursuant
          to the Basic Terms with an exchange agent or agents selected by
          Purchaser, with the Company's prior approval, which shall not be
          unreasonably withheld (the "Exchange Agent"), prior to or on the
          Closing Date. The Exchange Agent, after consultation with Purchaser
          and the Company, shall make all computations to give effect to this
          Section and will pay or distribute to holders of record of Shares who
          have validly accepted the Offer first the cash due to them and then on
          the same day the Purchaser Shares promptly after the Closing Date.


               (v) The obligation of Purchaser to consummate the Offer and to
          accept for payment and to pay for any Shares tendered pursuant thereto
          shall be subject to those conditions set forth in Exhibit A hereto
          (the "Offer Conditions"), any of which may be waived by Purchaser in
          its sole discretion. The initial expiration date of the Offer shall be
          the twentieth (20th) U.S. Business Day following the commencement of
          the Offer (determined in accordance with Rule 14d-1(g)(3) under the
          Exchange Act). Purchaser expressly reserves the right to modify the
          terms of the Offer, except that, without the prior written consent of
          the Company, Purchaser shall not (A) decrease the Offer Price or
          change the form of the consideration payable in the Offer, (B)
          decrease the number of Shares sought pursuant to the Offer, (C) impose
          additional conditions to the Offer, (D) change the conditions to the
          Offer (any of which may be waived by Purchaser in its sole discretion)
          or (E) make any other change in the terms of the Offer which is
          adverse to the holders of Shares.


               (vi) Subject to the terms and conditions of this Agreement and to
          the satisfaction or waiver of the Offer Conditions as of any scheduled
          expiration of the initial offering period of the Offer, Purchaser
          shall accept for payment and pay for Shares validly tendered and not
          withdrawn pursuant to the Offer as soon as practicable after such
          scheduled expiration, which, in the case of payment for Shares listed
          on the AEX-Stock Exchange, shall occur three Amsterdam Exchange Days
          after the expiration of the Offer. The date on which such acceptance
          and payment shall first occur is referred to herein as the "Closing
          Date." Notwithstanding the foregoing, Purchaser may, without the
          consent of the Company, (A) extend the initial offering period of the
          Offer if at any scheduled expiration of the initial offering period,
          any of the Offer Conditions has not been satisfied or waived, (B)
          extend the Offer for any period required by any regulation of the SEC
          or any foreign governmental regulatory authority applicable to the
          Offer or (C) extend the Offer on one or more occasions (but not beyond
          September 30, 2000) if on any expiration date permitted hereunder
          there shall not have been validly tendered and not properly withdrawn
          prior to such expiration that number of Shares which, together with
          any Shares beneficially owned by Purchaser or any of its affiliates,
          represents at least 90% of the total outstanding Shares on a
          fully-diluted basis. Notwithstanding the foregoing, if requested by
          the Company, Purchaser shall extend the initial offering period (i)
          for an aggregate period of not more than 10 U.S. Business Days if at
          any scheduled expiration

                                       4
<PAGE>

          of the initial offering period any of the Offer Conditions have not
          been satisfied or waived and all such conditions are reasonably
          capable of being satisfied and (ii) for an aggregate period of not
          more than 15 U.S. Business Days if the Offer period has not been
          previously extended and at the expiration of the initial Offer period,
          there shall not have been validly tendered and not properly withdrawn
          prior to such expiration that number of Shares which, together with
          any Shares beneficially owned by Purchaser or any of its affiliates,
          represents at least 90% of the total outstanding Shares on a
          fully-diluted basis. In addition, the Offer Price may be increased and
          the Offer may be extended to the extent required by any Applicable Law
          or Rule in connection with such increase, in each case, without the
          consent of the Company.


               (b) If the Purchaser desires to make any pre-commencement
          communication as contemplated under Rule 14d-2(b) under the Exchange
          Act and in compliance with Rule 135 on Rule 165 under the Securities
          Act, on the date of the pre-commencement communication, Purchaser
          shall file or cause to be filed with the SEC such communication
          relating to the Offer pursuant to Rule 425 under the Securities Act,
          and deliver to the Company a copy of such communication. If the
          Company desires to make any pre-commencement communication as
          contemplated under Rule 14d-9(a) under the Exchange Act and in
          compliance with Rule 135 or Rule 165 under the Securities Act, the
          Company shall file or cause to be filed with the SEC such
          communication relating to the Offer pursuant to Rule 425 under the
          Securities Act, and deliver to the Purchaser a copy of such
          communication.


               (c) On the date of commencement of the Offer in the United
          States, Purchaser shall file or cause to be filed with the SEC a
          Tender Offer Statement and Rule 13e-3 Transaction Statement on
          Schedule TO, including all exhibits thereto (together with all
          amendments and supplements thereto, a "Schedule TO") with respect to
          the Offer which will comply in all material respects with the
          provisions of, and satisfy in all material respects the requirements
          of, such Schedule TO and all applicable U.S. federal securities laws,
          and will contain (including as an exhibit) or incorporate by reference
          the Offer to Exchange and forms of the related letter of transmittal
          and summary advertisement and any other documents pursuant to which
          the Offer will be made in the United States (collectively with any
          supplements or amendments thereto, and including the final prospectus
          contained in the effective Registration Agreement (as defined below)
          and any amendments and supplements to such prospectus, the "U.S. Offer
          Documents").


               (d) The Company and its counsel shall be given a reasonable
          opportunity to review and comment on the initial U.S. Offer Documents
          prior to their filing with the SEC. Purchaser agrees to provide the
          Company with, and to consult with the Company regarding, any comments
          that may be received from the SEC or its staff with respect to the
          U.S. Offer Documents promptly after receipt thereof. Purchaser and the
          Company each agree promptly to correct any information provided by it
          for use in any U.S. Offer Document if and to the extent that it shall
          have become false or misleading in any material respect and Purchaser
          further agrees to take all steps necessary to cause the U.S. Offer
          Documents as so corrected to be filed with the SEC and be disseminated
          to holders of Shares, in each case, as and to the extent required by
          applicable law.


               (e) On the date of commencement of the Offer in The Netherlands
          (which shall be the same date as the date of the commencement of the
          Offer in the United

                                       5
<PAGE>

          States,) offer documents relating to the Offer prepared in accordance
          with any Applicable Law or Rule of The Netherlands (the "Netherlands
          Offer Documents") shall be made generally available to the public in
          The Netherlands. The commencement of the Offer and the availability of
          the Netherlands Offer Documents shall be announced in AEX's Official
          Price List (Officiele Prijscourant) and in at least one newspaper with
          a nationwide circulation in The Netherlands one day prior to such
          commencement.


               (f) Prior to commencement of the Offer in the United States and
          The Netherlands, Purchaser shall prepare and file with the SEC as soon
          as reasonably practicable after the date hereof a Registration
          Statement on Form S-4 relating to the Purchaser Shares to be issued in
          connection with the Offer (the "Registration Statement"). Purchaser
          and the Company shall use all reasonable best efforts to have the
          Registration Statement declared effective by the SEC as promptly as
          practicable after such filing. The Purchaser and the Company shall
          cooperate with each other in the preparation of the Registration
          Statement or any amendment or supplement thereto and each shall notify
          the other of the receipt of any comments of the SEC with respect to
          the Registration Statement and of any requests by the SEC for any
          amendment or supplement thereto, and shall provide to the other as
          promptly as practicable copies of all correspondence with respect to
          the Registration Statement. Purchaser shall give the Company and its
          counsel the opportunity to review the Registration Statement and all
          responses to requests for additional information by and reply to
          comments of the SEC before their being filed with, or sent to, the
          SEC. Each of Purchaser and the Company agrees to use its reasonable
          best efforts, after consultation with the other party hereto, to
          respond as promptly as practicable to all such comments of and
          requests by the SEC and to cause the Registration Statement to be
          declared effective by the SEC, and the prospectus contained thereto to
          be mailed at the earliest practicable time to the holders of Shares.


               (g) Purchaser shall not later than at the time of their
          publication submit copies of all public announcements and filings
          (including announcements and filings made outside The Netherlands) in
          connection with the Offer to the Committee for Merger Affairs of the
          Social Economic Council (Commissie voor Fusieaangelegenheden van de
          Sociaal-Economisch Raad; the "Committee") and the AEX-Stock Exchange.
          To the extent compliance with Chapter 1 of the Netherlands Merger Code
          (as defined herein) does not appear from the documents submitted to
          the Committee in accordance with the preceding sentence, the Purchaser
          shall inform the Committee thereof. Pursuant to section 3, paragraph 3
          of the Netherlands Merger Code, at all times subsequent to the public
          announcement that a firm intention to commence the Offer exists (as
          referred to in Section 6.07 hereof) is made, the Board of Managing
          Directors of Purchaser shall inform the Committee of any transactions
          in Shares or agreements in respect of a transaction in Shares effected
          or entered into by Purchaser after that moment. The Board of Managing
          Directors of Purchaser shall also inform the Committee of the
          conditions applicable to such transactions or agreements and the
          percentage stake held by the Purchaser in the Company as a consequence
          thereof. Furthermore, the Board of Managing Directors of Purchaser
          shall inform the Committee of any transactions in Shares or any
          agreements in respect of a transaction in Shares not effected or
          entered into by Purchaser but which are known to the Board of Managing
          Directors of Purchaser. The disclosure to the Committee referred to in
          this paragraph (g) shall be made promptly after a relevant transaction
          or agreement has been effected or has been entered into or has become
          known to the Board of Managing Directors of Purchaser. The duty to
          inform the Committee in

                                       6
<PAGE>

          accordance with this paragraph (g) shall remain in force until the
          moment it is publicly announced that the Offer has expired, is
          withdrawn or shall not be commenced.


               (h) The parties intend that the Offer shall be extended to all
          holders of Shares, including holders of Shares outside the United
          States and The Netherlands. If the law of a country or territory
          (other than the United States of America or any part thereof, The
          Netherlands or Luxembourg) precludes the making of the Offer in that
          country or territory or to persons in that country or territory or so
          precludes the making of the Offer except after compliance by the
          Purchaser with conditions which the Purchaser regards as onerous
          (together, "Illegality") then the Purchaser may vary the Offer made
          with regard to holders of Shares to whom the Illegality is applicable,
          provided that the variation is such that such holders of Shares are
          able to receive consideration of a substantially equivalent value to
          that which they would have received, but for the variation.


               (i) In order to achieve maximum participation in the Offer,
          Purchaser agrees to retain the services of a shareholder
          communications agent to facilitate distribution of information
          relating to the Offer and to solicit tenders and assist holders to
          tender their Shares in connection with the Offer.


Section 1.02.     Company Actions.
                  ---------------


               (a) The Company represents and warrants that (i) (with the
          exception of the current board member nominated by Purchaser), its
          Board of Directors (at a meeting or meetings duly called and held
          prior to the date hereof) has duly and unanimously (A) approved entry
          into this Agreement and the transactions contemplated hereby, (B)
          determined that the terms of the Offer are fair to and in the best
          interests of the Company and its shareholders, (C) resolved to
          recommend acceptance of the Offer and the tender of Shares by the
          shareholders of the Company, and (D) resolved to (1) consent to the
          acquisition of Shares contemplated by this Agreement and to the voting
          of Shares so acquired, as contemplated by the Company's Articles of
          Incorporation (statuts coordonnes) and (2) elect, to the extent
          permitted by any Applicable Law or Rule, not to be subject to any
          other form of anti-takeover laws and regulations (collectively,
          "Takeover Laws") of any jurisdiction that may purport to be applicable
          to this Agreement; (ii) the Company has complied, in all material
          respects and to the extent applicable, with Rule 4320(e)(21)(G) of the
          NASDAQ Stock Market; and (iii) the Board of Directors of the Company
          has received the opinion of Donaldson, Lufkin & Jenrette
          International, the Company's independent financial advisor, ("Company
          Adviser") to the effect that, in its opinion, as of the date of this
          Agreement, the consideration to be received in the Offer by the
          holders of Shares is fair, from a financial point of view, to such
          holders (other than the Purchaser and its affiliates), a true and
          complete copy of which will be delivered to the Purchaser as soon as
          practicable following the execution and delivery of this Agreement. It
          is understood and agreed that such opinion is for the benefit of the
          Company's Board of Directors and may not be relied upon by Purchaser
          or any of its affiliates. The Company has been advised by each of its
          directors and executive officers listed in Section 1.02 of the
          Disclosure Letter that each such person currently intends to tender
          all Shares beneficially owned by such person pursuant to the Offer.


               (b) Upon commencement of the Offer in the United States, the
          Company shall file with the SEC a Solicitation/Recommendation
          Statement on Schedule 14D-9

                                       7
<PAGE>

          including all exhibits thereto (together with all amendments and
          supplements thereto, a "Schedule 14D-9") which shall comply in all
          material respects with the provisions of, and satisfy in all
          material respects the requirements of, such Schedule 14D-9 and all
          other applicable U.S. federal securities laws, and will contain the
          recommendations of its Board of Directors described in Section
          1.02(a) and hereby consents to the inclusion of such recommendations
          in the Offer Documents and to the inclusion of a copy of the
          Schedule 14D-9 with the Offer Documents mailed or furnished to the
          Company's shareholders, provided, however, that the Company's Board
          of Directors may thereafter withdraw or amend such recommendations
          in accordance with Section 6.02 hereunder. The Purchaser and its
          counsel shall be given a reasonable opportunity to review and
          comment on any Schedule 14D-9 prior to its filing with the SEC. The
          Company agrees to provide the Purchaser with, and to consult with
          Purchaser regarding, any comments that may be received from the SEC
          or its staff with respect to any Schedule 14D-9 promptly upon
          receipt thereof. The Company and Purchaser each agrees promptly to
          correct any information provided by it for use in the Schedule 14D-9
          if and to the extent that it shall have become false or misleading
          in any material respect and the Company further agrees to take all
          steps necessary to cause the Schedule 14D-9 as so corrected or
          amended to be filed with the SEC and to be disseminated to holders
          of Shares, in each case, as and to the extent required by any
          Applicable Law or Rule.


Section 1.03.   Shareholder Lists. In connection with the Offer, the Company
                -----------------
          shall promptly furnish or cause to be furnished to Purchaser (or a
          suitable designated agent) mailing labels, security position listings,
          and any available listing or computer file containing the names and
          addresses of the record holders of the Shares as of the latest
          practicable date and shall furnish Purchaser (or suitable designated
          agent) with such information and assistance (including periodic
          updates of such information) as Purchaser (or suitable designated
          agent) or its agents may reasonably request in communicating the Offer
          to the record and beneficial holders of the Shares. Subject to the
          requirements of any Applicable Law or Rule, and except for such steps
          as are necessary to disseminate the U.S. Offer Documents and any other
          documents necessary to consummate the Offer, Purchaser shall (i) hold
          in confidence the information contained in any such labels, listings
          and files, (ii) use such information only in connection with the Offer
          and, (iii) if this Agreement shall be terminated, shall, upon request,
          deliver to the Company all copies of such information then in its
          possession; provided, however, that the provisions of this sentence
          shall no longer be of any force or effect upon the purchase of the
          Shares tendered pursuant to the Offer.


Section 1.04.   Directors. Promptly upon the purchase of Shares by Purchaser
                ---------
          pursuant to the Offer, provided that the Minimum Tender Condition is
          satisfied, Purchaser shall be entitled to designate such number of
          directors on the Board of Directors of the Company as will give
          Purchaser representation on the Board of Directors of the Company
          constituting a majority of the number of directors on the Board of
          Directors of the Company, and the Company shall take all actions
          required to be taken by the Company in order to provide Purchaser with
          such level of representation and to cause Purchaser's designees to be
          so elected. In order to enable such action to be taken immediately by
          the Board of the Company appointing new directors in replacement for
          them, each of Michael Finkelstein, Anthony Ghee, Martin Lindskog,
          James McNamara, Jorgen Nilsson and Jesper Smith will agree (no later
          than promptly after the signing of this Agreement) to resign as
          directors of the Company at such time. The Company shall also take all
          actions required to be taken by the Company in order to cause persons
          designated by Purchaser to

                                       8
<PAGE>

          constitute a majority of Directors of the Company on (i) each
          committee of the Board of Directors of the Company and (ii) each Board
          of Directors and each committee thereof of each Subsidiary of the
          Company.


Section 1.05.   Standstill Agreement. The Company, the Purchaser and United
                --------------------
          Global Com, Inc. have executed and delivered an agreement amending the
          standstill provisions set forth in that certain Private Placement
          Agreement, dated as of January 27, 2000, by and between the Company,
          Purchaser and UnitedGlobalCom, Inc., including Section 2.2 thereof, to
          permit the execution and delivery of this Agreement, the Offer and the
          transactions contemplated hereby and thereby, and to permit purchases
          of Shares by Purchaser or any of its affiliates after consummation of
          the Offer.


Section 1.06.   Minority Buy-Out. For a period of six months after the Closing
                ----------------
          Date, Purchaser agrees to use its reasonable best efforts (subject to
          restrictions imposed by Applicable Law or Rules) to cause any minority
          shareholders in the Company remaining after the Closing Date to
          receive promptly consideration for their Shares that is equal to the
          Offer Price, or if such consideration is not permitted by Applicable
          Law, consideration that is substantially equivalent to the Offer Price
          (the "Minority Buy-Out"). The Company agrees to cooperate with
          Purchaser and use its reasonable best efforts (subject to restrictions
          imposed by Applicable Law or Rules) to facilitate the Minority Buy-
          Out. The means by which the Purchaser conducts the Minority Buy-Out
          shall be at its reasonable discretion and may include redemption,
          merger or other corporate actions. Purchaser agrees to retain the
          services of a shareholder communications agent to facilitate
          distribution of information relating to any Minority Buyout and to
          facilitate participation in any Minority Buy-Out.


                                  ARTICLE II

                              TREATMENT OF OPTIONS


Section 2.01.   Treatment of Options.
                --------------------


             (a)   Purchaser and Company agree that they shall each take all
          actions necessary such that at the Closing Date each outstanding
          option or right to acquire Shares ("Company Option") granted under any
          stock option or similar plan of the Company or under any agreement to
          which the Company or a Subsidiary is a party shall become vested and
          exercisable and each holder of Company Options shall be entitled at
          the Closing Date to elect by notice to the Purchaser either option (i)
          or (ii) below in respect of that holder's Company Options:


                   (i)   The Purchaser shall pay against cancellation of the
               applicable Company Option to such holder within 72 hours of the
               Closing Date with respect to each of such holder's Company
               Options an amount equal to the product of (A) the excess of the
               Offer Price over the exercise price for that Company Option (the
               "Option Spread") multiplied by (B) the number of Shares subject
               to that Company Option, which amount shall be paid at such
               holder's option in cash or Purchaser Shares (with the value of
               Purchaser Shares for purposes of paying the Option Spread

                                       9
<PAGE>

               being equal to the Average Price), provided that holders of
               Company Options electing this option (i) shall be subject to
               proration such that such holders shall not receive in the
               aggregate greater than 60 percent. of their consideration in
               cash.


               (ii) At the Closing Date, each of such holder's Company Options
               shall be deemed to constitute options to acquire, on the same
               terms and conditions as were applicable under such Company
               Options, the number of Purchaser Shares equal to the result
               (rounded down to the nearest whole share) of multiplying the
               number of Shares subject to the Company Option immediately prior
               to the Closing Date by the Conversion Ratio (as defined below),
               at an exercise price per share equal to the result (rounded down
               to the nearest whole share) of dividing (A) the per share
               exercise price of such Company Option immediately prior to the
               Closing Date by (B) the Conversion Ratio; provided, however, that
                                                         --------  -------
               in the case of any Company Option to which Section 422 of the
               Code applies, the adjustments provided for in this Section shall
               be effected in a manner consistent with the requirements of
               Section 42(a) of the Code, and provided, further, that each
                                              --------  -------
               holder of a Company Option electing this option shall be entitled
               by notice to require the Purchaser to purchase for cash up to 50
               percent of each of that holder's Company Options at a price equal
               to the product of the applicable Option Spread multiplied by the
               number of Shares subject to such Company Options, with the
               balance of such Company Options being converted in accordance
               with this paragraph. At or prior to the Closing Date, the Company
               and the Purchaser shall make all necessary arrangements with
               respect to their stock option plans to permit the assumption of
               the unexercised Company Options by Purchaser pursuant to this
               Section. For purposes of this Section, the term "Conversion
               Ratio" means a fraction, the numerator of which is the average of
               the high and low sales price of one Share on NASDAQ and on the
               three trading days immediately preceding the Closing Date and the
               denominator of which is the average of the high and low sales
               price of one Purchaser Share on NASDAQ on the trading day
               immediately preceding the Closing Date. If a holder fails to make
               a timely election for option (i) or (ii) pursuant to this
               paragraph (a), such holder shall be deemed to have elected option
               (i) and to receive equal parts cash and Purchaser Shares under
               option (i).


           (b) Effective at the Closing Date, Purchaser shall assume each
       Company Option in accordance with the terms of the stock option agreement
       by which it is evidenced. At or prior to the Closing Date, Purchaser
       shall take all corporate action necessary to reserve for issuance a
       sufficient number of Purchaser Shares for delivery upon exercise of
       Company Options assumed by it in accordance with this Section. As soon as
       practicable after the Closing Date, if any Company Options are converted
       pursuant to paragraph (a)(ii) of this Section 2.01 Purchaser shall file a
       registration statement on Form S-8 (or any successor or other appropriate
       form) or, to the extent required, another appropriate form with respect
       to the Purchaser Shares subject to such Company Options, and shall use
       its reasonable best efforts to maintain the effectiveness of such
       registration statement (and maintain the current status of the prospectus
       or

                                      10
<PAGE>

          prospectuses contained therein) for so long as such Company Options
          remain outstanding.


               (c)   The Purchaser and the Company shall cooperate and take such
          reasonable actions as may be available pursuant to exemptions
          available under Rule 16b-3 of the Exchange Act or such other guidance
          as may be promulgated by the SEC so that the acquisition of Purchaser
          Shares or options to acquire Purchaser Shares pursuant to this
          Agreement and the transactions contemplated in this Section 2.01 shall
          be exempt transactions for purposes of Section 16 of the Exchange Act
          by any officer or director of the Company who may become a covered
          person of Purchaser for purposes of Section 16 ("Section 16").



                                  ARTICLE III

                          PAYMENT FOR SHARES TENDERED


Section 3.01.  Prompt Payment. Promptly after the Closing Date, Purchaser shall
               --------------
          cause payment to be made for all Shares properly tendered and not
          withdrawn in accordance with Rule 14e-1(c) under the Exchange Act and
          all requirements of applicable Luxembourg law and no later than the
          third Amsterdam Exchange Day after such acceptance in accordance with
          the rules and regulations of the AEX-Stock Exchange.


Section 3.02.  Transfer Taxes. Any stamp or transfer taxes payable in connection
               --------------
          with purchases of Shares by Purchaser in the Offer and any capital
          duty payable in The Netherlands in connection with the issuance of
          Purchaser Shares pursuant to the Offer shall be paid by Purchaser.


                                  ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in (i) the Company SEC Reports (as defined herein) filed and
available prior to the date of this Agreement or (ii) with respect to any
Section of this Article IV, as set forth in the disclosure letter previously
delivered by the Company to Purchaser with respect to this Agreement (the
"Disclosure Letter"), the Company represents and warrants to Purchaser as
follows:

Section 4.01.  Organization and Qualification. The Company and each of its
               ------------------------------
          Subsidiaries is a duly organized and validly existing corporation
          under the laws of its jurisdiction of incorporation, with all
          corporate power and authority to own its properties and conduct its
          business as currently conducted and is duly qualified as a foreign
          corporation authorized to do business in each of the jurisdictions in
          which the character of the properties owned or held under lease or
          license by it or the nature of the business transacted by it makes
          such qualification necessary, except where the failure to be so
          qualified, individually or in the aggregate, would not have a Material
          Adverse Effect. The Company has provided Purchaser with accurate and
          complete copies of the Company's Articles of Incorporation

                                      11
<PAGE>

          (statuts coordonnes) as currently in effect and a structure chart
          reflecting all of the Company's Subsidiaries. Neither the Company nor
          any of its Subsidiaries, directly or indirectly, owns any interest or
          investment (whether equity or debt) in any corporation, partnership
          joint venture, limited liability company, trust or other entity, other
          than in the Company's Subsidiaries and other than as reflected on the
          structure chart described above.


Section 4.02.    Capitalization.
                 --------------

             (a) The authorized capital stock of the Company consists of
          75,000,000 Shares. As of the date hereof, 25,725,590 Shares were
          issued and outstanding (including all restricted Shares granted to
          employees, officers, directors, or other service providers under any
          plan, program, arrangement or agreement, whether or not vested), no
          shares of Preferred Stock were issued and outstanding and 18,362
          Shares were held (beneficial or otherwise) by the Company as treasury
          shares or otherwise. As of the date hereof, (i) there were options
          outstanding pursuant to the Company's share incentive plans or
          otherwise to purchase an aggregate of 4,900,463 Shares, as set forth
          in Section 4.02 of the Disclosure Letter, (ii) Paramount Television
          Group holds a warrant to purchase up to 1,000,000 Shares and (iii) the
          Company has outstanding US $75,000,000 in aggregate principal amount
          of its 7% Convertible Subordinated Notes due 2004, which may be
          converted into an aggregate of up to 2,574,665 Shares. No class of the
          Company's capital stock is entitled to preemptive rights, and the
          Company has not authorized or taken any action to split, combine or
          reclassify any shares of its capital stock. All of the outstanding
          Shares have been duly authorized and validly issued and are fully-paid
          and nonassessable and are free of preemptive rights. Section 4.02(a)
          of the Disclosure Letter contains a true, accurate and complete list,
          as of the date hereof, of the name of each holder of employee stock
          options, directors' stock options and any other options of the
          Company, the number of outstanding options held by such holder, the
          grant date of each such option, the number of Shares subject to such
          option, and the corresponding exercise price. Except as set forth
          above and in Section 4.02(a) of the Disclosure Letter, there are no
          authorized, issued or outstanding (i) securities of the Company
          convertible into or exchangeable for shares of capital stock or voting
          securities or ownership interests in the Company, (ii) options,
          warrants, rights or other agreements or commitments to acquire from
          the Company, or obligations of the Company to issue, any capital
          stock, voting securities or other ownership interests in (or
          securities convertible into or exchangeable for capital stock or
          voting securities or other ownership interests in) the Company, (iii)
          obligations of the Company to grant, extend or enter into any
          subscription, warrant, right, convertible or exchangeable security or
          other similar agreement or commitment relating to any capital stock,
          voting securities or other ownership interests in the Company (the
          items in clauses (i), (ii) and (iii), together with the capital stock
          of the Company, being referred to collectively as "Company
          Securities") or (iv) obligations by the Company or any of its
          Subsidiaries to make any payments based on the price or value of the
          Shares. Except as set forth above, there are no outstanding
          obligations of the Company or any of its Subsidiaries to repurchase,
          redeem or otherwise acquire any Company Securities. There are no
          voting trusts or other agreements or understandings to which the
          Company or any of its Subsidiaries is a party with respect to the
          voting of capital stock of the Company or any of its Subsidiaries.

             (b) Except as disclosed in Section 4.02(b) of the Disclosure
          Letter, the Company or another Subsidiary is the record and beneficial
          owner of all the outstanding

                                      12
<PAGE>

          shares of capital stock of each Company Subsidiary, free and clear of
          any lien, mortgage, pledge, charge, security interest or encumbrance
          of any kind, and there are no irrevocable proxies with respect to any
          such shares. Except as disclosed in Section 4.02(b) of the Disclosure
          Letter, there are no outstanding (i) securities of the Company or any
          of its Subsidiaries convertible into or exchangeable for shares of
          capital stock or other voting securities or ownership interests in any
          Subsidiary of the Company, (ii) options, warrants, rights or other
          agreements or commitments to acquire from the Company or any of its
          Subsidiaries (or obligations of the Company or any of its Subsidiaries
          to issue) any capital stock, voting securities or other ownership
          interests in, or any securities convertible into or exchangeable for
          any capital stock, voting securities or ownership interests in, any of
          its Subsidiaries, (iii) obligations of the Company or any of its
          Subsidiaries to grant, extend or enter into any subscription, warrant,
          right, convertible or exchangeable security or other similar agreement
          or commitment relating to any capital stock, voting securities or
          other ownership interests in any of the Company's Subsidiaries (the
          items in clauses (i), (ii) and (iii), together with the capital stock
          of such Subsidiaries, being referred to collectively as "Subsidiary
          Securities") or (iv) obligations of the Company or any of its
          Subsidiaries to make any payment based on the value of any shares of
          any Subsidiary. There are no outstanding obligations of the Company or
          any of its Subsidiaries to repurchase, redeem or otherwise acquire any
          outstanding Subsidiary Securities.


Section 4.03.   Authority for this Agreement. The Company has all necessary
                ----------------------------
          corporate power and authority to execute and deliver this Agreement
          and to consummate the transactions contemplated hereby. The execution
          and delivery of this Agreement by the Company and the consummation by
          the Company of the transactions contemplated hereby have been duly and
          validly authorized by the Board of Directors of the Company and no
          other corporate proceedings (including for the avoidance of doubt, the
          advice, consent or consultation of any works council, labor unions or
          similar employee representative) on the part of the Company are
          necessary to authorize this Agreement or to consummate the
          transactions so contemplated. This Agreement has been duly and validly
          executed and delivered by the Company and, assuming the due
          authorization, execution and delivery of this Agreement by Purchaser,
          constitutes a legal, valid and binding agreement of the Company,
          enforceable against the Company in accordance with its terms, except
          to the extent that its enforceability may be limited by bankruptcy,
          insolvency, reorganization, fraudulent conveyance, fraudulent
          transfer, moratorium or other laws relating to or affecting creditors'
          rights generally and by general principles of equity.


Section 4.04.   Consents and Approvals; No Violation. Neither the execution and
                ------------------------------------
          delivery of this Agreement by the Company nor the consummation of the
          transactions contemplated hereby will (a) violate or constitute a
          breach of any provision of the respective governing documents of the
          Company or any of its Subsidiaries, (b) require any consent, approval,
          authorization or permit of, or filing with or notification to, any
          governmental, judicial, legislative, executive, administrative or
          regulatory authority, agency, commission, tribunal or body having
          valid jurisdiction (which shall include the Committee and the AEX
          Listing and Issuing Rules) (a "Governmental Entity"), except as may be
          required by or under the Hart-Scott-Rodino Antitrust Improvements Act
          of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange
          Act, NASDAQ, the AEX - Stock Exchange, the European Union Merger Task
          Force, any relevant competition, anti-trust, media or broadcast laws
          and regulations in any Member State of the European Union, any
          competition, anti-trust, media or broadcast laws and regulations in
          any other

                                      13
<PAGE>

          applicable jurisdiction, (c) other than with respect to media or
          broadcast licenses and permits, require any consent, waiver or
          approval or result in a default (or give rise to any right of
          termination, cancellation, modification or acceleration or right to
          require the transfer of any license or material asset) under any of
          the terms, conditions or provisions of any note, permit, license,
          agreement, contract, indenture or other instrument or obligation to
          which the Company or any of its Subsidiaries is a party or by which
          the Company or any of its Subsidiaries or any of their respective
          assets may be bound, (d) result in the creation or imposition of any
          mortgage, lien, pledge, charge, security interest or encumbrance of
          any kind on any asset of the Company or any of its Subsidiaries or (e)
          violate any order, writ, injunction, decree, statute, rule or
          regulation including the Netherlands Merger Code applicable to the
          Company or any of its Subsidiaries or by which any of their respective
          assets are bound, except, in the case of clauses (b), (c), (d) and
          (e), for cross-media ownership restrictions in Hungary or for any of
          the foregoing that would not, individually or in the aggregate,
          reasonably be expected to have a Material Adverse Effect or a material
          adverse effect on the ability of the parties to consummate the
          transactions contemplated hereby.


Section 4.05.   Reports; Financial Statements.
                -----------------------------

             (a) Since January 1, 1999, the Company has timely filed (or
          furnished, in the case of Form 6-K's) all forms, reports and documents
          required to be filed (or documents furnished, in the case of Form 6-
          K's) by it with the SEC, all of which have complied as of their
          respective filing dates in all material respects with all applicable
          requirements of the Exchange Act and the Securities Act. True and
          correct copies of all filings (or "documents" or "reports" furnished,
          in the case of Form 6-K's) , including exhibits, made by the Company
          with the SEC since such date and prior to the date hereof (the
          "Company SEC Reports"), whether or not required under applicable laws,
          rules and regulations and including any registration statement filed
          by the Company under the Securities Act, have been furnished or made
          available to Purchaser. None of the Company SEC Reports, including any
          financial statements or schedules included or incorporated by
          reference therein, at the time filed, contained any untrue statement
          of a material fact or omitted to state a material fact required to be
          stated therein or necessary in order to make the statements therein,
          in light of the circumstances under which they were made, not
          misleading. All of the Company's SEC Reports, as of the respective
          dates (and as of the date of any amendment thereto), complied as to
          form in all material respects with the applicable requirements of the
          Securities Act and the Exchange Act.


             (b) Except as disclosed therein, the audited and unaudited
          consolidated financial statements of the Company included (or
          incorporated by reference) in the Company SEC Reports were prepared in
          accordance with United States generally accepted accounting principles
          applied on a consistent basis throughout the periods involved (except
          as may be indicated in the notes thereto) and fairly presented, in all
          material respects, the consolidated financial position of the Company
          and its Subsidiaries as of their respective dates, and the
          consolidated results of operations and its cash flows for the periods
          presented therein, except that the unaudited interim financial
          statements were or are subject to normal and recurring year-end
          adjustments which have not had a Material Adverse Effect.

                                      14
<PAGE>

               (c) Neither the Company nor any of its Subsidiaries has any
          material liabilities of any nature, whether accrued, absolute, fixed,
          contingent or otherwise, whether due or to become due and required to
          be recorded or reflected on a consolidated balance sheet of the
          Company under United States generally accepted accounting principles,
          except (i) as reflected or reserved against or disclosed in the
          financial statements of the Company included in the Company SEC
          Reports, and (ii) liabilities incurred since December 31, 1999 that
          (x) have been incurred in the ordinary course of business consistent
          with past practice and (y) have not had and are not reasonably likely
          to have, individually or in the aggregate, a Material Adverse Effect.

Section 4.06.     Absence of Certain Changes. Since December 31, 1998, (a) the
                  --------------------------
          Company and its Subsidiaries have not suffered any change, condition,
          event or development that has had or that would reasonably be expected
          to have a Material Adverse Effect, and (b) the Company and its
          Subsidiaries have conducted their respective businesses only in the
          ordinary course consistent with past practice, except for the
          negotiation and execution and delivery of this Agreement.

Section 4.07.     Schedule 14D-9 and Offer Documents.
                  ----------------------------------

               (a) None of the information supplied or to be supplied by or on
          behalf of the Company or any affiliate of the Company (other than
          Purchaser or any of its affiliates) for inclusion in any Offer
          Document will, at the times such documents are published, filed with
          the SEC and any other relevant Governmental Entity in the Netherlands
          or Luxembourg or submitted to and are mailed to shareholders of the
          Company, contain any untrue statement of a material fact or omit to
          state any material fact required to be stated therein or necessary to
          make the statements therein, in light of the circumstances under which
          they are made, not misleading, or to correct any statement made in any
          communication with respect to the Offer previously filed with the SEC
          or any other Governmental Entity in The Netherlands or Luxembourg or
          disseminated to the shareholders of the Company.

               (b) Each Schedule 14D-9 filed in the United States and each of
          The Netherlands Offer Documents published in The Netherlands will not,
          at the time such documents are filed or made public and at all times
          prior to the purchase of Shares by Purchaser pursuant to the Offer,
          contain any untrue statement of a material fact or omit to state any
          material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they are
          made, not misleading, except that no representation or warranty is
          made by the Company with respect to information supplied in writing by
          Purchaser or an affiliate of Purchaser expressly for inclusion
          therein. All Schedules 14D-9 will comply as to form in all material
          respects with the provisions of the Exchange Act and the AEX Listing
          and Issuing Rules.

Section 4.08.     Brokers. No Person or entity (other than the Company Adviser,
                  -------
          the arrangements with which have been completely and accurately
          disclosed to the Purchaser) is entitled to receive any brokerage,
          finder's or other fee or commission in connection with this Agreement
          or the transactions contemplated hereby based upon agreements made by
          or on behalf of the Company, any of its Subsidiaries or any of their
          respective officers, directors or employees.

                                      15
<PAGE>

Section 4.09.     Employee Benefit Matters.
                  ------------------------

               (a) A true and complete copy of each executive compensation,
          incentive bonus or other bonus, employee pension, profit-sharing,
          savings, retirement, stock option, stock purchase, severance pay, or
          change in control plan, program, arrangement, agreement or commitment
          in effect that covers current and future employees, directors or
          consultants of the Company or any of its Subsidiaries (each, a "Plan")
          has been made available to the Purchaser or publicly filed prior to
          the date thereof. Section 4.09(a) of the Disclosure Letter sets forth
          a true and complete list of all Plans, and specifically identifies any
          "change of control" or similar provisions and the aggregate change in
          control payments due thereunder.

               (b) Neither the Company nor any of its Subsidiaries, directly or
          indirectly, is subject to any liability in respect of any Plan, which
          would reasonably be expected to have a Material Adverse Effect. There
          are no actions, suits or claims pending (other than routine claims for
          benefits) or, to the knowledge of the Company, threatened with respect
          to such Plan or against the assets of such Plan (except for the
          benefits payable or contributions due under the terms of such Plans)
          which would reasonably be expected to have a Material Adverse Effect.
          To the best knowledge of the Company, no Plan is under audit or is the
          subject of an investigation by any Governmental Entity, except routine
          audits conducted in the ordinary course which would not reasonably be
          expected to have a Material Adverse Effect.

               (c) The Company has complied, or will comply, with any applicable
          works council or labor union advice, information, and/or consultation
          procedures required by the laws of Luxembourg or The Netherlands
          Merger Code and The Netherlands Works Council Act in connection with
          the execution and delivery of this Agreement and the consummation of
          the transactions contemplated hereby, except for any non-compliance
          that would not have a Material Adverse Effect on the Company or a
          material adverse effect on the ability of the parties to consummate
          the transactions contemplated hereby.

               (d) Neither the Company nor any of its Subsidiaries is in
          violation of any provision of applicable law or any governmental rule
          or regulation, or any order, ruling, decree, judgment or arbitration
          award of any court, arbitrator or any Governmental Entity regarding
          the terms and conditions of employment of employees, former employees
          or prospective employees or other labor related matters, including
          laws, rules, regulations, orders, rulings, decrees, judgments and
          awards relating to wages, hours, civil rights, discrimination, fair
          labor standards and occupational health and safety, wrongful discharge
          or violation of the personal rights of employees, former employees or
          prospective employees which, taken alone or together with any other
          such violation or violations, would reasonably be expected to have a
          Material Adverse Effect.

               (e) (i) The Aggregate Payments (as defined below) do not exceed
          US$2,500,000. Except for the Aggregate Payments, neither the Company
          nor any of its Subsidiaries has any liability to any current or former
          employee of the Company or its Subsidiaries, or any other person by
          virtue of their rendering or having rendered personal services to the
          Company or its Subsidiaries, the amount of which, the timing of the
          payment of which or the other terms or conditions of which are
          affected by the consummation of the transactions contemplated herein
          or the value of equity securities of

                                      16
<PAGE>

          the Company or equity securities of or interests in any of its
          Subsidiaries. For purposes of this subsection, the term "Aggregate
          Payments" means the sum of (i) the aggregate amount of payments
          (including, without limitation, the value of benefits) in the nature
          of severance pay for which the Company and its Subsidiaries are liable
          in connection with any change in control of the Company or any of its
          Subsidiaries, and (ii) the aggregate liability of the Company under
          any bonus or employee-retention plan, except for any Company Options.

Section 4.10.     Litigation, etc. There is no claim, action, suit, proceeding
                  ---------------
          or governmental investigation pending or, to the knowledge of the
          Company, threatened against or relating to the Company or any of its
          Subsidiaries that, individually or in the aggregate, would reasonably
          be expected, individually or in the aggregate, to have a Material
          Adverse Effect or, as of the date hereof, that in any material manner
          challenges or seeks to prevent, enjoin, alter or materially delay the
          Offer or prevent the Company from consummating any of the other
          transactions contemplated hereby. Neither the Company nor any
          Subsidiary of the Company is subject to any outstanding order, writ,
          injunction or decree in any jurisdiction that, individually or in the
          aggregate, has had or would reasonably be expected to have a Material
          Adverse Effect.

Section 4.11.     Tax Matters.
                  -----------

               (a) The Company and its Subsidiaries have timely filed (taking
          into account any permitted extensions of time in which to file) all
          returns and reports relating to Taxes (including income taxes,
          withholding taxes and estimated taxes) required to be filed by
          Applicable Law or Rule with respect to each of the Company and its
          Subsidiaries or any of their income, properties or operations as of
          the date hereof, except for such failure to file as would not
          reasonably be expected to have a Material Adverse Effect. All such
          returns are true, accurate and complete in all material respects. The
          Company and its Subsidiaries have timely paid or will timely pay all
          Taxes attributable to each of the Company and its Subsidiaries that
          were due and payable without regard to whether such Taxes have been
          assessed other than Taxes which (i) are being contested in good faith
          (ii) for which an adequate reserve has been provided in accordance
          with United States generally accepted accounting principles or (iii)
          if not paid, the failure of which payment would not have a Material
          Adverse Effect.

               (b) The Company and its Subsidiaries have made adequate
          provisions in accordance with the relevant jurisdictional generally
          accepted accounting principles appropriately and consistently applied
          to each of the Company and its Subsidiaries in the consolidated
          financial statements included in the SEC Reports for the payment of
          all material Taxes for which each of the Company and its Subsidiaries
          may be liable for the periods covered thereby that were not yet due
          and payable as of the dates thereof, regardless of whether the
          liability for such Taxes is disputed.

               (c) There is no claim or assessment pending or, to the best of
          the Company's knowledge, threatened against the Company or any of its
          Subsidiaries relating to the Company's or its Subsidiaries' liability
          for Taxes that would reasonably be expected to have a Material Adverse
          Effect. There are no agreements in effect to extend the period of
          limitations for the assessment or collection of any Tax for which the
          Company or any of its Subsidiaries may be liable that would have a
          Material Adverse Effect.

                                      17
<PAGE>

               (d) There is no contract, agreement or intercompany account
         system in existence under which the Company or any of its Subsidiaries
         has, or may at any time in the future have, an obligation to contribute
         to the payment of a Tax of any group of corporations of which the
         Company or any of its Subsidiaries is or was a part, the failure to pay
         which would have a Material Adverse Effect.

Section 4.12.     Compliance with Law; No Default.
                  -------------------------------

               (a) The Company and its Subsidiaries are not in violation of, and
          are not conducting their respective businesses in violation of, any
          Applicable Law or Rule or in each case, except for such violations
          that have not had and are not reasonably expected to have a Material
          Adverse Effect or a material adverse effect on the ability of the
          parties to consummate the transactions contemplated hereby.

               (b) The Company and its Subsidiaries have all permits, licenses,
          authorizations, consents, approvals and franchises from Governmental
          Entities required to conduct their businesses as currently conducted
          (the "Company Permits"), except for such permits, licenses,
          authorizations, consents, approvals and franchises the absence of
          which, individually or in the aggregate, have not had and are not
          reasonably expected to have a Material Adverse Effect or a material
          adverse effect on the ability of the parties to consummate the
          transactions contemplated hereby. The Company and its Subsidiaries are
          in compliance with the terms of the Company Permits, except where the
          failure so to comply in the aggregate has not had and is not
          reasonably expected to have a Material Adverse Effect or a material
          adverse effect on the ability of the parties to consummate the
          transactions contemplated hereby.

Section 4.13.     Intellectual Property. The Company and its Subsidiaries have
                  ---------------------
          all right, title and interest in, or a valid and binding license to
          use, and have taken reasonable and appropriate steps to protect all
          Intellectual Property (as defined below), except for such defects that
          individually or in the aggregate would not have a Material Adverse
          Effect. Neither the Company nor any Subsidiary of the Company is in
          default (or with the giving of notice or lapse of time or both, would
          be in default) in any material respect under any right or license to
          use such Intellectual Property, such Intellectual Property to the
          knowledge of the Company is not being infringed by any third party,
          and neither the Company nor any Subsidiary of the Company is
          infringing any Intellectual Property of any third party, except for
          such defaults and infringements which, individually or in the
          aggregate, are not having and would not be reasonably expected to have
          a Material Adverse Effect. For purposes of this Agreement,
          "Intellectual Property" trademarks, trade names, service marks,
          service names, domain names, copyrights, patents, database rights,
          compatible software and rights in personalities and other proprietary
          intellectual property rights and all pending applications for the
          registrations of any of the foregoing.

Section 4.14.     Title to Properties. Entire Business. The Company and its
                  -------------------  ---------------
          Subsidiaries have good title or a valid and subsisting leasehold
          interest in and to or a valid and enforceable license to use all
          material assets, properties and rights owned, used or held for use by
          them in the conduct of their respective businesses, in each case, free
          and clear of any leases, claims, mortgages, pledges and security
          interests ("Liens") except for Liens (i) arising in the ordinary
          course of business, (ii) that do not materially impair the continued
          use of such properties, or (iii) that are not reasonably expected to
          have a Material Adverse

                                      18
<PAGE>

          Effect or a material adverse effect on the ability of the parties to
          consummate the transactions contemplated hereby.

Section 4.15.     Convertible Notes and Warrant. As the date hereof there is
                  -----------------------------
          US$75 million aggregate principal amount outstanding under the
          Company's 7% Convertible Subordinated Notes due 2004. The current
          Conversion Price (as defined in such Notes) of those Notes is US$29.13
          having the result that if all such Notes were converted they would
          convert into 2,574,655 Shares, and there is no circumstance in
          existence which would give rise to adjustments of the Conversion
          Price. As of the date hereof, the number of Shares issuable to
          Paramount Communications B.V. under the warrant ("Warrant") granted to
          it by the Company pursuant to their Warrant Agreement originally dated
          15 March 1995 is 1,000,000 Shares. The Exercise Price (as defined in
          such Warrant Agreement) with respect to each Share is US$25.00, and
          there is no circumstance in existence which would give rise to
          adjustments of the Exercise Price or the number of Shares purchasable
          under the Warrant.

Section 4.16.     Foreign Private Issuer. The Company is a "foreign private
                  ----------------------
          issuer" as such term is defined in Rule 3b-4(c) under the Exchange Act
          and does not qualify for the "Tier I" or "Tier II" exemptions under
          Rule 14d-1 under the Exchange Act.

Section 4.17.     Material Contracts. Neither the Company nor any of its
                  ------------------
          Subsidiaries is, or has any knowledge that any other party is, in
          default in any respect under any of the contracts, agreements, bonds,
          mortgages, indentures, commitments, arrangements, leases (including
          with respect to personal property) and other instruments to which the
          Company or any of its Subsidiaries is a party or by which the Company,
          any of its Subsidiaries or any of their respective assets is bound,
          except for such defaults as have not had and are not reasonably likely
          to have a Material Adverse Effect (each, a "Material Contract"), and
          there has not occurred any event that with the lapse of time or the
          giving of notice or both would constitute such a default.

Section 4.18.     Related Party Transactions. No director or officer of the
                  --------------------------
          Company or any of its Subsidiaries, nor any affiliate of such director
          or officer (a) has borrowed any monies from or has outstanding any
          indebtedness or other similar obligations to the Company or any of its
          Subsidiaries that is required to be reported under applicable law or
          in the SEC Reports provided to the Purchaser or (b) is otherwise a
          party to any contract, arrangement or understanding with the Company
          or any of its Subsidiaries that is required to be reported under
          applicable law or in the SEC Reports provided to the Purchaser.

                                   ARTICLE V

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

          Except as set forth in the Purchaser SEC Reports (as defined herein)
          filed and available prior to the date of this Agreement, Purchaser
          represents and warrants to the Company as follows:

Section 5.01.     Organization and Qualification. Purchaser is a duly organized
                  ------------------------------
          and validly existing public limited liability company incorporated
          under the laws of The Netherlands.

                                      19
<PAGE>

Section 5.02.     Authority for this Agreement. Purchaser has all requisite
                  ----------------------------
          corporate power and authority to execute and deliver this Agreement
          and to consummate the transactions contemplated hereby. The execution
          and delivery of this Agreement by Purchaser and the consummation of
          the transactions contemplated hereby have been duly and validly
          authorized by all necessary corporate proceedings on the part of
          Purchaser. This Agreement has been duly and validly executed and
          delivered by Purchaser and, assuming the due authorization, execution
          and delivery of this Agreement by the Company, constitutes a legal,
          valid and binding agreement of each of Purchaser, enforceable against
          Purchaser in accordance with its terms, except to the extent that its
          enforceability may be limited by bankruptcy, insolvency,
          reorganization, fraudulent conveyance, fraudulent transfer, moratorium
          or other laws relating to or affecting creditors' rights generally and
          by general principles of equity.

Section 5.03.     Capitalization. As of the date of this Agreement, the issued
                  --------------
          and outstanding capital stock of the Purchaser consists of the
          Purchaser Shares as disclosed in the Purchaser SEC Reports (as defined
          herein). Purchaser shall have sufficient authorized Shares to complete
          the Offer on the terms and conditions set forth in this Agreement.
          Except except as set forth in the Purchaser SEC Reports, there are no
          outstanding obligations of the Purchaser or any of its Subsidiaries to
          repurchase, redeem or otherwise acquire any Purchaser Shares. There
          are no voting trusts or other agreements or understandings to which
          the Purchaser is a party with respect to the voting of capital stock
          of the Purchaser.

Section 5.04.     Reports; Financial Statements.
                  -----------------------------

               (a) Since January 1, 1999, the Purchaser has timely filed all
          forms, reports and documents required to be filed by it with the SEC,
          all of which have complied as of their respective filing dates in all
          material respects with all applicable requirements of the Exchange Act
          and the Securities Act. True and correct copies of all filings,
          including exhibits, made by the Purchaser with the SEC since such date
          and prior to the date hereof (the "Purchaser SEC Reports"), whether or
          not required under applicable laws, rules and regulations and
          including any registration statement filed by the Purchaser under the
          Securities Act and any disclosure made to the AEX-Stock Exchange
          pursuant to the AEX Listing and Listing Rules, as amended, have been
          or, within a reasonable time will be, furnished or made available to
          the Purchaser. None of the Purchaser SEC Reports, including any
          financial statements or schedules included or incorporated by
          reference therein, at the time filed, contained any untrue statement
          of a material fact or omitted to state a material fact required to be
          stated therein or necessary in order to make the statements therein,
          in light of the circumstances under which they were made, not
          misleading. All of the Purchaser's SEC Reports, as of the respective
          dates (and as of the date of any amendment thereto), complied as to
          form in all material respects with the applicable requirements of the
          Securities Act and the Exchange Act.

               (b) Except as disclosed therein, the audited and unaudited
          consolidated financial statements of the Purchaser included (or
          incorporated by reference) in the Purchaser SEC Reports were prepared
          in accordance with United States generally accepted accounting
          principles applied on a consistent basis throughout the periods
          involved (except as may be indicated in the notes thereto) and fairly
          presented, in all material respects, the consolidated financial
          position of the Purchaser and its Subsidiaries

                                      20
<PAGE>

          as of their respective dates, and the consolidated results of
          operations and cash flows for the periods presented therein, except
          that the unaudited interim financial statements were or are subject to
          normal and recurring year-end adjustments which have not had a
          Purchaser Material Adverse Effect.

               (c) Neither the Purchaser nor any of its Subsidiaries has any
          material liabilities of any nature, whether accrued, absolute, fixed,
          contingent or otherwise, whether due or to become due and required to
          be recorded or reflected on a consolidated balance sheet of the
          Purchaser under United States generally accepted accounting
          principles, except (i) as reflected or reserved against or disclosed
          in the financial statements of the Purchaser included in the Purchaser
          SEC Reports, and (ii) liabilities incurred since December 31, 1999
          that (x) have been incurred in the ordinary course of business
          consistent with past practice and (y) have not had and are not
          reasonably likely to have, individually or in the aggregate, a
          Purchaser Material Adverse Effect.

Section 5.05.     Absence of Certain Changes.
                  --------------------------

               Since January 1, 1999, (a) the Purchaser and its Subsidiaries
          have not suffered any Purchaser Material Adverse Effect or any change,
          condition, event or development that has had a Purchaser Material
          Adverse Effect, and (b) the Purchaser and its Subsidiaries have
          conducted their respective businesses only in the ordinary course
          consistent with past practice, except for the negotiation and
          execution and delivery of this Agreement and various other
          acquisitions which it is pursuing and which it will disclose to the
          Company in accordance with Applicable Law or Rules.

Section 5.06.     Litigation, etc.
                  ---------------

               There is no claim, action, suit, proceeding or governmental
          investigation pending or, to the knowledge of the Purchaser,
          threatened against or relating to the Purchaser or any of its
          Subsidiaries that, individually or in the aggregate, would reasonably
          be expected, individually or in the aggregate, to have a Purchaser
          Material Adverse Effect or, as of the date hereof, that in any
          material manner challenges or seeks to prevent, enjoin, alter or
          materially delay the Offer or prevent Purchaser from consummating any
          of the other transactions contemplated hereby. Neither the Purchaser
          nor any Subsidiary of the Purchaser is subject to any outstanding
          order, writ, injunction or decree in any jurisdiction that,
          individually or in the aggregate, has had or would reasonably be
          expected to have a Purchaser Material Adverse Effect.

Section 5.07.     Compliance with Law; No Default.
                  -------------------------------

               (a) The Purchaser and its Subsidiaries are not in violation of,
          and are not conducting their respective businesses in violation of,
          any Applicable Law or Rule except for such violations that have not
          had and are not reasonably expected to have a Purchaser Material
          Adverse Effect or a material adverse effect on the ability of the
          parties to consummate the transactions contemplated hereby.

                                      21
<PAGE>

               (b) The Purchaser and its Subsidiaries have all permits,
          licenses, authorizations, consents, approvals and franchises from any
          Governmental Entity which is required to conduct their businesses as
          currently conducted (the "Purchaser Permits"), except for such
          permits, licences, authorizations, consents, approvals and franchises
          the absence of which, individually or in the aggregate, have not had
          and are not reasonably expected to have a Purchaser Material Adverse
          Effect or a material adverse effect on the ability of the parties to
          consummate the transactions contemplated hereby. The Purchaser and its
          Subsidiaries are in compliance with the terms of the Purchaser
          Permits, except where the failure so to comply in the aggregate has
          not had and is not reasonably expected to have a Purchaser Material
          Adverse Effect or a material adverse effect on the ability of the
          parties to consummate the transactions contemplated hereby.

Section 5.08.     Offer Documents.
                  ---------------

               (a) None of the Offer Documents prepared by the Purchaser will,
          at the times such documents are published, filed with the SEC or
          submitted to any other relevant Governmental Entity in Luxembourg or
          The Netherlands and are mailed to the shareholders of the Company,
          contain any untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary in order to
          make the statements made therein, in light of the circumstances under
          which they are made, not misleading, except that no representation is
          made by Purchaser with respect to information supplied in writing by
          the Company or an affiliate of the Company expressly for inclusion
          therein. The Offer Documents will comply as to form in all material
          respects with the provisions of the Exchange Act and the AEX Listing
          and Issuing Rules.

               (b) None of the information supplied by Purchaser or any
          affiliate of Purchaser specifically for inclusion in any Schedule
          14D-9 filed in the United States and each of the Netherlands Offer
          Documents will, at the date of filing with the SEC, contain any untrue
          statement of a material fact or omit to state any material fact
          required to be stated therein or necessary in order to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading.

Section 5.09.  Consents and Approvals; No Violation. Neither the execution and
               ------------------------------------
          delivery of this Agreement by Purchaser nor the consummation of the
          transactions contemplated hereby will (a) conflict with or result in
          any breach of any provision of the governing documents of Purchaser,
          (b) require any consent, approval, authorization or permit of, or
          filing with or notification to, any Governmental Entity, except (i)
          with respect to broadcast licenses and permits and (ii) as may be
          required by or under the HSR Act, the Securities Act, the Exchange
          Act, NASDAQ, the AEX-Stock Exchange, the European Union Merger Task
          Force, any relevant competition or anti-trust laws and regulations in
          any Member State of the European Union, any competition or anti-trust
          laws and regulations in any other applicable jurisdiction or (iii)
          where the failure to obtain such consent, approval, authorization or
          permit, or to make such filing or notification, would not,
          individually or in the aggregate, have a material adverse effect on
          the ability of Purchaser to consummate the transactions contemplated
          hereby, (c) require any consent, waiver or approval or result in a
          default (or give rise to any right of termination, cancellation,
          modification or acceleration) under any of the terms, conditions or
          provisions of any note, license, agreement, contract, indenture or
          other instrument or obligation to which Purchaser or any of its
          Subsidiaries is a party or by which Purchaser or any of its
          Subsidiaries or any of its respective assets may

                                      22
<PAGE>

          be bound, except with respect to broadcast licenses and permits and
          except for cross-media ownership restrictions in Hungary or defaults
          (or rights of termination, cancellation, modification or acceleration)
          as to which requisite waivers or consents have been obtained or which
          would not in the aggregate have a material adverse effect on the
          ability of Purchaser to consummate the transactions contemplated
          hereby or (d) violate any order, writ, injunction, decree, statute,
          rule or regulation applicable to Purchaser or any of its Subsidiaries
          or by which any of their respective assets are bound, except for
          violations which would not, individually or in the aggregate, have a
          material adverse effect on the condition (financial or otherwise),
          business, properties, assets, liabilities or result of operations of
          Purchaser and its Subsidiaries taken as a whole, or a material adverse
          affect on the ability of Purchaser to consummate the transactions
          contemplated hereby.

Section 5.10.     Brokers. No broker, finder or investment banker (other than
                  -------
          Goldman Sachs International Ltd) is entitled to any brokerage,
          finder's or other fee or commission in connection with the
          transactions contemplated by this Agreement based upon arrangements
          made by and on behalf of the Purchaser that is or will be payable by
          the Company or any of its Subsidiaries.

Section 5.11.     Available Funds. The Purchaser has or will have available to
                  ---------------
          it sufficient funds to satisfy all of its obligations hereunder and in
          connection with the transactions contemplated by this Agreement.

                                  ARTICLE VI

                                   COVENANTS

Section 6.01.     Conduct of Business of the Company. Except as expressly
                  ----------------------------------
          contemplated by this Agreement or described in the Disclosure Letter,
          during the period from the date of this Agreement to the Closing Date
          or until the earlier termination of this Agreement, the Company shall
          conduct and shall cause each of its Subsidiaries to conduct its
          operations according to its ordinary and usual course of business and
          consistent with past practice, and, to the extent consistent
          therewith, the Company shall use and shall cause each of its
          Subsidiaries to use its reasonable efforts to preserve substantially
          intact its business organization, to keep available the services of
          its current officers and employees and to preserve the present
          relationships with those Persons and entities having significant
          business relationships with the Company and its Subsidiaries, except
          such as would not have a Material Adverse Effect, and the Company
          shall promptly advise the Purchaser of any change in the Company's or
          any of its Subsidiaries' condition (financial or otherwise),
          properties, assets, liabilities or results of operations that would be
          material to the Company and its Subsidiaries taken as a whole. Without
          limiting the generality of the foregoing and except as otherwise
          expressly provided in or contemplated by this Agreement or as
          disclosed in the Disclosure Letter, and except for that certain
          transaction referred to as "Project Pluto" (the terms of which have
          previously been disclosed to the Purchaser), during the period
          specified in the preceding sentence, without the prior written consent
          the Purchaser, the Company shall not and shall not permit any of its
          Subsidiaries to:

               (a) issue, sell, grant options or rights to purchase or receive,
          pledge, or authorize or propose the issuance, sale, grant of options
          or rights to purchase or receive or pledge of (i) any Company
          Securities or Subsidiary Securities, or grant or accelerate any

                                      23
<PAGE>

          right to convert or exchange any Company Securities or Subsidiary
          Securities, other than Shares issuable upon exercise of the options
          described in Section 4.02 or (ii) any other securities in respect of,
          in lieu of or in substitution for Shares outstanding on the date
          hereof;

               (b) acquire or redeem, directly or indirectly, or amend any
          Company Securities or Subsidiary Securities;

               (c) split, combine or reclassify its capital stock or declare,
          set aside, make or pay any dividend or distribution (whether in cash,
          stock or property) on any shares of its capital stock (other than cash
          dividends paid to the Company by its wholly-owned Subsidiaries with
          regard to their capital stock);

               (d) (i) make or offer to make any acquisition, by means of a
          merger or otherwise, of assets or securities, or any sale, lease,
          encumbrance or other disposition of assets or securities, in each case
          involving an amount in excess of US$1,000,000 (one million), except
          for purchases of inventory made in the ordinary course of business and
          consistent with past practice or (ii) enter into a Material Contract
          or amend any Material Contract or grant any release or relinquishment
          of any rights under any Material Contract;

               (e) incur or assume any long-term debt or short-term debt except
          in ordinary course of business consistent with past practice or to
          fund payments contemplated under this Agreement;

               (f) other than in the ordinary course of business and consistent
          with past practice, assume, guarantee, endorse or otherwise become
          liable or responsible (whether directly, contingently or otherwise)
          for the material obligations of any other Person except wholly-owned
          Subsidiaries of the Company;

               (g) other than in the ordinary course of business and consistent
          with past practice, make any loans, advances or capital contributions
          to, or investments in, any other Person (other than wholly-owned
          Subsidiaries of the Company);

               (h) change any of the material accounting principles or practices
          used by it unless required by United States generally accepted
          accounting principles;

               (i) make any material Tax election or settle or compromise any
          material federal, state or local income Tax liability;

               (j) except as may be required to effect the Minority Buy-Out,
          propose or adopt any amendments to its governing documents;

               (k) grant any stock-related, performance or similar awards or
          bonuses;

                                      24
<PAGE>

               (l) forgive any loans to employees, officers or directors or any
          of their respective affiliates or associates;

               (m) except as contemplated by this Agreement, enter into any new,
          or amend any existing, employment, severance, consulting or salary
          continuation agreements with or for the benefit of any officers,
          directors or employees, or grant any increases in the compensation or
          benefits to officers, directors and employees (other than normal
          increases to persons who are not officers or directors in the ordinary
          course of business consistent with past practices and that, in the
          aggregate, do not result in a material increase in benefits or
          compensation expense of the Company); provided, however, that nothing
          contained in this Section 6.01 shall in any manner preclude the
          Company from extending the current term of any employment, severance,
          change in control or similar agreement, arrangement or program which
          is effect on the date hereof;

               (n) except in the ordinary course of business, agree to the
          amendment, revocation or termination of any material broadcasting
          license of the Company and its Subsidiaries or joint ventures;

               (o) make any deposits or contributions of cash or other property
          to or take any other action to fund or in any other way secure the
          payment of compensation or benefits under the Plans or agreements
          subject to the Plans or any other plan, agreement, contract or
          arrangement of the Company;

               (p) enter into, amend, or extend any material collective
          bargaining or other labor agreement;

               (q) adopt, amend or terminate any Plan or any other bonus,
          severance, insurance pension or other employee benefit plan or
          arrangement ; provided, however, that nothing contained in this
          Section 6.01 shall in any manner preclude the Company from extending
          the current term of any Plan which is effect on the date hereof;

               (r) other than in the ordinary course of business, settle or
          agree to settle any suit, action, claim, proceeding or investigation
          (including any suit, action, claim, proceeding or investigation
          relating to this Agreement or the transactions contemplated hereby)
          or, except in the ordinary course of business, pay, discharge or
          satisfy or agree to pay, discharge or satisfy any claim, liability or
          obligation (absolute or accrued, asserted or unasserted, contingent or
          otherwise) other than the payment, discharge or satisfaction of
          liabilities reflected or reserved against in full in the financial
          statements as at December 31, 1998 or incurred in the ordinary course
          of business subsequent to December 31, 1998;

               (s) except as specifically permitted by Section 6.02, knowingly
          take, or agree to commit to take, or fail to take any action that
          would result or is reasonably likely to result in any of the Offer
          Conditions not being satisfied, or would make any representation or
          warranty of the Company contained herein inaccurate in any material
          respect at, or as of any time prior to, the Closing Date, or that
          would impair the ability to consummate the Offer in accordance with
          the terms hereof or materially delay such consummation; or


                                      25
<PAGE>

               (t) agree in writing or otherwise to take any of the foregoing
          actions.

Section 6.02.     No Solicitation.
                  ---------------

               (a) The Company agrees that neither it nor any of its
          Subsidiaries shall, and that it shall direct and use its reasonable
          best efforts to cause its and its Subsidiaries' respective officers,
          directors, employees, representatives (including investment bankers,
          attorneys and accountants), agents or affiliates (other than Purchaser
          or any of its affiliates) not to, directly or indirectly, encourage,
          solicit, initiate or participate in any way in any discussions or
          negotiations with, or provide any information to, or afford any access
          to the properties, books or records of the Company or any of its
          Subsidiaries to, or otherwise take any other action to assist or
          facilitate, any Person or group (other than Purchaser or any affiliate
          or associate of Purchaser) concerning any Acquisition Proposal (as
          defined below) or the possible making of any Acquisition Proposal.
          Notwithstanding the foregoing and subject to compliance with Section
          6.02(c), the Company may only to the extent required by Luxembourg law
          furnish information to or enter into discussions or negotiations with
          any Person or entity that has made an unsolicited bona fide
          Acquisition Proposal that the Board of Directors of the Company
          determines constitutes or could constitute a Superior Proposal if, and
          only to the extent that, the Board of Directors of the Company, after
          consultation with outside legal counsel to the Company, determines in
          good faith that failure to do so would be inconsistent with the
          fiduciary duty imposed by Luxembourg law on the Board of Directors of
          the Company to the shareholders of the Company under Applicable Law or
          Rule.

               (b) The Company shall promptly (and in any event within one
          business day) notify Purchaser, orally and in writing, if any such
          information is requested or any such negotiations or discussions are
          sought to be initiated and will promptly communicate to Purchaser the
          identity of the Person or group making such request or inquiry (the
          "Potential Acquiror") and any other material terms of such request,
          inquiry or Acquisition Proposal. If the Company (or any of its
          Subsidiaries or its or their respective officers, directors,
          employees, representatives, agents or affiliates) participates in
          discussions or negotiation with, or provides information to, a
          Potential Acquiror, the Company shall keep Purchaser advised on a
          current basis of any developments with respect thereto.

               (c) The Company shall, and shall cause its Subsidiaries and its
          and their respective officers, directors, employees, representatives,
          agents and affiliates to, immediately cease and cause to be terminated
          any existing activities, discussions, or negotiations with any Persons
          other than Purchaser or any of its respective affiliates or associates
          conducted prior to the date hereof with respect to any Acquisition
          Proposal.

               (d) Unless and until this Agreement has been terminated in
          accordance with Section 8.01, the Company shall not (i) approve or
          recommend, or propose publicly to approve or recommend, any
          Acquisition Proposal, (ii) release any third party from any
          confidentiality or standstill agreement to which the Company is a
          party or fail to enforce to the fullest extent permitted by law any
          such agreement in order to facilitate any Acquisition Proposal, (iii)
          waive a suspension of voting rights for the acquisition of more than
          20% of the voting stock of the Company to facilitate any Acquisition
          Proposal (other

                                      26
<PAGE>

          than by Purchaser) or (iv) enter into any letter of intent, agreement
          in principle, acquisition agreement or other agreement to effect any
          Acquisition Proposal.

               (e) Nothing contained in this Section 6.02 shall prohibit the
          Company or its Board of Directors from taking and disclosing to the
          Company's shareholders a position with respect to an Acquisition
          Proposal by a third party pursuant to Rules 14d-9 and 14e-2(a)
          promulgated under the Exchange Act.

               (f) For purposes of this Agreement, (i) "Acquisition Proposal"
          means any offer or proposal, or any bona fide indication of interest
          in making an offer or proposal, made by a Person or group at any time
          which is structured to permit such Person or group to acquire
          beneficial ownership of 20% of the consolidated assets of, or at least
          20% of the equity interest in the Company pursuant to a merger,
          consolidation or other business combination, sale of shares of capital
          stock, sale of assets, tender offer or exchange offer or similar
          transaction, including any single or multi-step transaction or series
          of related transactions, in each case other than the transactions
          contemplated by this Agreement and (ii) "Superior Proposal" means any
          unsolicited, bona fide Acquisition Proposal made in writing in respect
          of which the Board of Directors of the Company has reasonably
          determined in good faith after receiving the advice of its outside
          counsel and independent financial advisors that (A) the Potential
          Acquiror has the financial wherewithal to consummate such Acquisition
          Proposal, (B) such Acquisition Proposal would, if consummated, result
          in a transaction that is more favorable to the Company and its
          shareholders (other than Purchaser and its Affiliates) from a
          financial point of view than the transactions contemplated by this
          Agreement and (C) such Acquisition Proposal is reasonably likely to be
          consummated.

Section 6.03.     Access to Information. From and after the date of this
                  ---------------------
          Agreement, the Company shall (i) give Purchaser and its authorized
          accountants, investment bankers, counsel and other representatives
          reasonable access (during regular business hours upon reasonable
          notice and after consultation) to its officers, key employees, offices
          and other facilities, and to all books, contracts, commitments and
          records (including Tax returns) of the Company and its Subsidiaries
          and cause the Company's and its Subsidiaries' independent public
          accountants to provide access to their work papers and such other
          information as Purchaser may reasonably request, (ii) permit Purchaser
          to make such inspections as they may reasonably require, (iii) cause
          its executive officers and those of its Subsidiaries to furnish
          Purchaser with such financial and operating data and other information
          with respect to the business, properties and personnel of the Company
          and its Subsidiaries as Purchaser may from time to time reasonably
          request and (iv) furnish promptly to Purchaser a copy of each report,
          schedule and other document filed or received by the Company during
          such period pursuant to the requirements of the U.S. federal or state
          securities laws, provided, that the foregoing shall not require the
          Company to permit any inspection, or to disclose any information,
          which in the reasonable judgment of the Company would result in the
          disclosure of any trade secrets of third parties or violate any
          obligation of the Company with respect to confidentiality if the
          Company shall have used reasonable efforts to obtain the consent of
          such third party to such inspection or disclosure. All requests for
          information made pursuant to this Section shall be directed to an
          executive officer of the Company or such person as may be designated
          by any such officer. If the transactions contemplated by this
          Agreement are not consummated, then upon termination of this
          Agreement, Purchaser shall as promptly as practicable collect and

                                      27
<PAGE>

          deliver to the Company all documents obtained by it or any of its
          representatives then in their possession and any copies thereof.

Section 6.04.    Reasonable Best Efforts. Subject to the terms and conditions of
                 -----------------------
          this Agreement, each of the parties hereto agrees to use its
          reasonable best efforts to take, or cause to be taken, all appropriate
          action, and to do, or cause to be done, all things necessary, proper
          or advisable under any Applicable Law or Rule to consummate and make
          effective, in the most expeditious manner practicable, the
          transactions contemplated by this Agreement; provided, however, that
          nothing in this Agreement (other than as expressly provided for in
          Section 1.01) shall obligate Purchaser to keep the Offer open beyond
          the expiration date set forth in the Offer (as it may be extended from
          time to time). Without limiting the foregoing, (i) each of the Company
          and Purchaser shall use its reasonable best efforts to make promptly
          any required submissions under the HSR Act or any competition filings
          required under Applicable Law or Rule which the Company or Purchaser
          determines should be made, in each case, with respect to the Offer and
          the transactions contemplated hereby and (ii) Purchaser and the
          Company shall cooperate with one another (A) in promptly determining
          whether any filings are required to be or should be made or consents,
          approvals, permits or authorizations are required to be or should be
          obtained under any other U.S. federal, state or foreign law or
          regulation or whether any consents, approvals or waivers are required
          to be or should be obtained from other parties to indentures, loan
          agreements or other contracts (including joint venture agreements) or
          instruments material to the Company's business in connection with the
          consummation of the transactions contemplated by this Agreement and
          (B) in promptly making any such filings, furnishing information
          required in connection therewith and seeking to obtain timely any such
          consents, permits, authorizations, approvals or waivers. In case at
          any time after the Closing Date any further action is necessary or
          desirable to carry out the purposes of this Agreement, the proper
          officers and directors of each party to this Agreement shall take all
          such necessary action.

Section 6.05.    Legal Challenges. The Company shall, upon the request of
                 ----------------
          Purchaser, take all reasonable steps to exclude the applicability of,
          or to assist in any challenge by Purchaser to the validity, or
          applicability to the Offer or any other transaction contemplated by
          this Agreement. In the event that any action, suit, proceeding or
          investigation relating hereto or to the transactions contemplated
          hereby is commenced, whether before or after the Closing Date, the
          parties hereto agree to cooperate and use their reasonable best
          efforts to defend vigorously against it and respond thereto.

Section 6.06.    Notification of Certain Matters. The Company shall give prompt
                 -------------------------------
          notice to Purchaser, and Purchaser, as the case may be, shall give
          prompt notice to the Company, of the occurrence, or non-occurrence, of
          any event the occurrence, or non-occurrence, of which is likely (a) to
          cause any representation or warranty of such party contained in this
          Agreement to be untrue or inaccurate in any material respect if made
          as of any time at or prior to the Closing Date, and (b) to result in
          any material failure of such party to comply with or satisfy any
          covenant, condition or agreement to be complied with or satisfied
          hereunder (including the conditions set forth in Exhibit A); provided,
          however, that the delivery of any notice pursuant to this Section 6.06
          shall not limit or otherwise affect the remedies available hereunder
          to any of the parties receiving such notice.


                                      28
<PAGE>

Section 6.07.    Press Releases. Purchaser and the Company shall consult with
                 --------------
          each other before issuing any press release or otherwise making any
          public statements with respect to the Offer or this Agreement and
          shall not issue any such press release or make any such public
          statement prior to such consultation (and affording the other party or
          parties an opportunity to comment thereon), except as they may
          determine in their sole discretion may be required by Applicable Law
          or stock exchange rules. As soon as practicable after signing of this
          Agreement, the firm intention to commence an Offer shall be publicly
          announced by both the Purchaser and the Company; provided, however,
                                                           --------  -------
          that such announcement shall comply with Rule 14d-2(b) under the
          Exchange Act and Rule 135 or Rule 165 under the Securities Act. The
          contents of the announcement shall be in compliance with Section 3 of
          the Netherlands Merger Code. In accordance with Section 17 of the
          Netherlands Merger Code, the parties agree, to make prior to its
          publication, a copy of the public announcement available to relevant
          labor unions, if any, and to the Committee pursuant to Section 21 of
          the Netherlands Merger Code.

Section 6.08.    Cross-Media Ownership. The Company will use reasonable best
                 ---------------------
          efforts to assist Purchaser to ensure that prior to the time Purchaser
          consummates the Offer and accepts for payment and pays for any Shares
          tendered pursuant thereto, the media cross ownership restrictions in
          Hungary relating in particular but without limitation to cross
          ownership of cable assets and broadcasting assets are not violated as
          a result of Purchaser controlling the Company. In no event shall any
          representation or warranty, covenant or condition of the Company under
          this Agreement be violated or otherwise breached or triggered by a
          violation of such media cross ownership restrictions in Hungary.

Section 6.09.    Accountants' Comfort Letters. Each of the Purchaser and the
                 ----------------------------
          Company shall use its reasonable efforts to cause to be delivered to
          the other two letters from their respective independent accountants,
          one dated a date within two business days before the date on which the
          Form S-4 Registration Statement shall have become effective and one
          dated a date within two U.S. Business Days before the Closing Date, in
          form and substance reasonably satisfactory to the recipient and
          customary in scope and substance for comfort letters delivered by
          independent accountants in connection with registration statements
          similar to the Form S-4 Registration Statement.

Section 6.10.    Indemnification; Directors' and Officers' Insurance.
                 ---------------------------------------------------

             (a)   If the Offer is consummated, for a period of the earlier of
          two years following the Closing Date or expiration of the limitation
          period in which any action could be brought, Purchaser shall indemnify
          and hold harmless, to the full extent permitted by the General
          Corporation law of the State of Delaware ("DGCL") as if the DGCL were
          to apply to the Company and Purchaser if they were corporations
          subject to the DGCL, each present and former director or officer of
          the Company and its Subsidiaries (collectively, the "Indemnified
          Parties") against any costs or expenses (including reasonable
          attorneys' fees), judgments, fines, losses, claims, damages or
          liabilities (collectively, "Costs"), such right of indemnification to
          include the right to advancement of expenses incurred in the defense
          of any action or suit promptly after statements therefor are received
          to the fullest extent permitted by the DGCL; provided that the
          Indemnified Party to whom expenses are advanced provides an
          undertaking to repay such advance if it is ultimately determined that
          such party is not entitled to indemnification. Notwithstanding the
          foregoing, Purchaser shall not be liable for any

                                      29
<PAGE>

          settlement of any claim effected without Purchaser's consent, which
          consent shall not be unreasonably withheld.

               (b) If the Offer is consummated, for a period of the earlier of
          two years following the Closing Date or expiration of the limitation
          period in which any action could be brought, Purchaser shall maintain
          officers' and directors' liability insurance ("D&O Insurance") for, or
          cause Purchaser's existing D&O insurance to cover, those persons who
          are serving as officers or directors of the Company on the date
          hereof.

               (c) If the Purchaser or any of its successors or assigns (i)
          shall consolidate with or merge into any other corporation or entity
          and shall not be the continuing or surviving corporation or entity of
          such consolidation or merger or (ii) shall transfer all or
          substantially all of its properties and assets to any individual,
          corporation or other entity, then, and in each such case, proper
          provisions shall be made so that the successors and assigns of the
          Purchaser shall assume all of the obligations set forth in this
          Section.

               (d) The provisions of this Section are intended to be for the
          benefit of, and shall be enforceable by, each of the Indemnified
          Parties.

                                  ARTICLE VII

                           [INTENTIONALLY LEFT BLANK]

                                 ARTICLE VIII

                         TERMINATION; AMENDMENT; WAIVER

Section 8.01.      Termination. This Agreement may be terminated at any time
                   -----------
          prior to the Closing Date by action taken or authorized by the Board
          of Directors of the terminating party or parties:

               (a) by mutual written consent of Purchaser and the Company, by
          action of their Supervisory Board and Managing Board, and Board of
          Directors, respectively;

               (b) by Purchaser or the Company, if any court of competent
          jurisdiction or other Governmental Entity shall have issued an order,
          decree or ruling (which order, decree or ruling the parties hereto
          shall use reasonable efforts to lift), or taken any other action
          restraining, enjoining or otherwise prohibiting any of the
          transactions contemplated by this Agreement and which can reasonably
          be expected to result in any of the consequences referred to in
          clauses (1)-(6) of paragraph (iv)(a) of Exhibit A and such order,
          decree, ruling or other action shall have become final and
          non-appealable;

               (c) by the Company, if (i) Purchaser fails to commence the Offer
          in violation of Section 1.01 hereof, (ii) Purchaser shall not have
          accepted, or by law is not permitted to accept, for payment and paid
          for Shares pursuant to the Offer in accordance with the terms thereof
          on or before September 30, 2000, or (iii) Purchaser fails to purchase
          validly tendered Shares in violation of the terms of this Agreement;

                                      30
<PAGE>

               (d) by Purchaser, if (A) due to an occurrence or circumstance
          which would result in a failure to satisfy any of the Offer Conditions
          contained in clause (iv) to Exhibit A, Purchaser shall have not
          commenced the Offer within the time provided for in Section 1.01
          hereof, or (B) due to an occurrence or circumstance which would result
          in a failure to satisfy any of the Offer Conditions, Purchaser shall
          have either (1) terminated the Offer without purchasing any Shares
          pursuant to the Offer or (2) not accepted for payment Shares pursuant
          to the Offer prior to September 30, 2000;

               (e) by the Company, prior to the purchase of Shares pursuant to
          the Offer, if (i) the Company has given Purchaser at least two U.S.
          Business Days advance notice of its intention to accept or recommend a
          Superior Proposal and of all of the material terms and conditions of
          such Superior Proposal in accordance with Section 6.02 and (ii) in
          response to an unsolicited Acquisition Proposal, the Board of
          Directors determines, after consultation with and the receipt of the
          advice of its financial advisor and outside counsel, that such
          Acquisition Proposal is a Superior Proposal and that failure to
          terminate this Agreement would be inconsistent with the fiduciary
          duties of the Board of Directors under Luxembourg Law; provided that
          the termination described in this Section 8.01(e) shall not be
          effective unless and until the Company shall have paid to Purchaser
          all of the Termination Fee (as defined in Section 8.03 below);

               (f) by Purchaser, prior to the purchase of Shares pursuant to the
          Offer, if the Company shall have taken or the Board of Directors of
          the Company shall have resolved to take, any of the actions referred
          to in Section 6.02(d), or if the Company shall have withdrawn or
          modified, or proposed publicly to withdraw or modify, in a manner
          adverse to Purchaser, the approval or recommendation of the Offer as
          set forth in Section 1.02(a); or

               (g) by Purchaser, in accordance with the last paragraph of
          Section 1.01(a)(ii).

Section 8.02.      Effect of Termination. If this Agreement is terminated
                   ---------------------
          pursuant to Section 8.01 hereof, this Agreement, except for the
          provisions of Sections 8.02, 8.03 and Article IX hereof, shall
          forthwith become void and have no effect, without any liability on the
          part of any party or its directors, officers or shareholders. Nothing
          in this Section 8.02 shall relieve any party to this Agreement of
          liability for any breach of this Agreement.

Section 8.03.      Fees and Expenses.
                   -----------------

               (a) Whether or not the Offer is consummated, except as otherwise
          specifically provided herein, all costs and expenses incurred in
          connection with the Offer, this Agreement and the transactions
          contemplated by this Agreement shall be paid by the party incurring
          such expenses. Purchaser acknowledges and agrees that the Company
          shall be entitled to pay or cause to be paid, at or prior to the
          Closing, all fees, costs and expenses incurred by the Company in
          connection with the Offer, this Agreement and the transactions
          contemplated by this Agreement.

               (b) In the event that this Agreement is terminated (1) pursuant
          to Section 8.01(e) or 8.01(f) or (2) pursuant to Section 8.01(c)(ii)
          or 8.01(d) and (in the case of this

                                      31
<PAGE>

          clause (2) only) either (A) prior to such termination an Acquisition
          Proposal (other than any Acquisition Proposal made by or on behalf of,
          or encouraged, solicited or initiated in any respect by, the Purchaser
          or any of its affiliates or any of such persons' associates) shall
          have been made or publicly announced and (B) within nine months
          thereafter any Acquisition Proposal that is financially superior to
          the Offer shall have been consummated (whether or not with a different
          third party), then the Company shall pay the Purchaser a termination
          fee of US$90 million (which shall be deemed to include reimbursement
          for all fees and expenses of the Purchaser related to the Offer, this
          Agreement, the transactions contemplated hereby and any related
          financing) (the "Termination Fee") in immediately available funds by
          wire transfer to an account designated by Purchaser. For the purposes
          of clause (2) of this Section 8.03(b) only, "Acquisition Proposal"
          shall have the same meaning ascribed to it in Section 6.02(f), except
          that references therein to "20%" shall be read to substitute "25%"
          therefore. If such amounts become payable pursuant to clause (1) of
          this Section 8.03(b), they shall be payable simultaneously with such
          termination (in the case of a termination by the Company) or within
          two business days thereafter (in the case of a termination by
          Purchaser). If such amounts become payable pursuant to clause (2) of
          this Section 8.03(b), they shall be payable simultaneously with
          completion of such Acquisition Proposal. No Termination Fee shall be
          payable pursuant to this Section 8.03 if Purchaser shall be in
          material breach of its obligations under this Agreement.

               (c) In the event of the payment of a Termination Fee by the
          Company pursuant to this Section 8.03, such Termination Fee shall be
          the sole and exclusive remedy of Purchaser against the Company and any
          of its Subsidiaries and their respective officers, directors,
          employees, agents, advisors and other representatives with respect to
          the breach of this Agreement.

               (d) For purposes of this Section 8.03, this Agreement shall be
          deemed terminated by Purchaser pursuant to a provision giving rise to
          the obligation to pay the Termination Fee if at the time of any
          termination hereunder Purchaser was so entitled to terminate this
          Agreement pursuant to such provision.

               (e) The prevailing party in any legal action undertaken to
          enforce this Agreement or any provision hereof shall be entitled to
          recover from the other party the reasonable costs and expenses
          (including attorneys' and expert witness fees) incurred in connection
          with such action.

Section 8.04.      Amendment. This Agreement may not be amended, changed,
                   ---------
          supplemented or otherwise modified except by an instrument in writing
          signed on behalf of all of the parties. The parties acknowledge that,
          pursuant to Section 18 of the Netherlands Merger Code and the
          procedures specified in Section 25 of the Netherlands Works Council
          Act, this Agreement, and the documents in connection with the
          transactions contemplated by this Agreement, may be subject to
          amendment (with the consent of the Company and Purchaser) pursuant to
          the results of any consultation with any labor unions or advice
          provided by works councils, to the extent required.

                                      32
<PAGE>

Section 8.05.      Extension; Waiver; Remedies.
                   ---------------------------

               (a) At any time prior to the Closing Date, the parties hereto, by
          action taken by or on behalf of the respective boards of the Company
          and Purchaser, may (i) extend the time for the performance of any of
          the obligations or other acts of the other parties hereto, (ii) waive
          any inaccuracies in the representations and warranties contained
          herein by any other applicable party or in any document, certificate
          or writing delivered pursuant hereto by any other applicable party or
          (iii) waive compliance with any of the agreements or conditions
          contained herein. Any agreement on the part of any party to any such
          extension or waiver shall be valid only if set forth in an instrument
          in writing signed on behalf of such party.

               (b) All rights, powers and remedies provided under this Agreement
          or otherwise available in respect hereof at law or in equity shall be
          cumulative and not alternative, and the exercise of any thereof by any
          party shall not preclude the simultaneous or later exercise of any
          other such right, power or remedy by such party. The failure of any
          party hereto to exercise any rights, power or remedy provided under
          this Agreement or otherwise available in respect hereof at law or in
          equity, or to insist upon compliance by any other party hereto with
          its obligations hereunder, and any custom or practice of the parties
          at variance with the terms hereof, shall not constitute a waiver by
          such party of its right to exercise any such or other right, power or
          remedy or to demand such compliance.

                                  ARTICLE IX

                                 MISCELLANEOUS

Section 9.01.      Survival of Representations and Warranties. The
                   ------------------------------------------
          representations and warranties made in Articles IV and V shall not
          survive beyond the Closing Date. This Section 9.01 shall not limit any
          covenant or agreement of the parties hereto which by its terms
          contemplates performance after the Closing Date.

Section 9.02.      Entire Agreement; Assignment. This Agreement, together with
                   ----------------------------
          the Disclosure Letter delivered in connection herewith, constitutes
          the entire agreement between the parties with respect to subject
          matter hereof and supersedes all other prior agreements and
          understandings, both written and oral, between the parties with
          respect to subject matter hereof. The Agreement shall not be assigned
          by any party by operation of law or otherwise without the prior
          written consent of the other parties, provided, however, that
          Purchaser may assign any of its respective rights and obligations to
          any direct or indirect Subsidiary of Purchaser but no such assignment
          shall relieve Purchaser of its obligations hereunder.

Section 9.03.      Enforcement of the Agreement; Jurisdiction. The parties agree
                   ------------------------------------------
          that irreparable damage would occur in the event that any of the
          provisions of this Agreement were not performed in accordance with
          their specific terms or were otherwise breached. It is accordingly
          agreed that the parties shall be entitled to an injunction or
          injunctions to prevent breaches of this Agreement and to enforce
          specifically the terms and provisions of this Agreement in the United
          States District Court for the Southern District of New York

                                      33
<PAGE>

          ("SDNY") located in the Borough of Manhattan, City of New York, this
          being in addition to any other remedy to which they are entitled at
          law or in equity. In addition, each of the parties hereto (a) consents
          to submit itself to the non-exclusive personal jurisdiction of the
          SDNY in the event any dispute arises out of this Agreement or any
          transaction contemplated by this Agreement, (b) agrees that it will
          not attempt to deny or defeat such personal jurisdiction by motion or
          other request for leave from any such court and (c) waives any right
          to trial by jury with respect to any action related to or arising out
          of this Agreement or any transaction contemplated by this Agreement.
          The parties irrevocably and unconditionally waive any objection to the
          laying of venue of any action, suit or proceeding arising out of this
          Agreement or the transactions contemplated hereby in the SDNY, and
          hereby further irrevocably and unconditionally waive and agree not to
          plead or claim in any such court that any such action, suit or
          proceeding brought in any such court has been brought in an
          inconvenient forum.

Section 9.04.      Validity. Whenever possible, each provision or portion of any
                   --------
          provision of this Agreement will be interpreted in such manner as to
          be effective and valid under applicable law but if any provision or
          portion of any provision of this Agreement is held to be invalid,
          illegal or unenforceable in any respect under any applicable law or
          rule in any jurisdiction such invalidity, illegality or
          unenforceability will not affect any other provision or portion of any
          provision in such jurisdiction, and this Agreement will be reformed,
          construed and enforced in such jurisdiction as if such invalid,
          illegal or unenforceable provision or portion of any provision had
          never been contained herein.

Section 9.05.      Notices. All notices, requests, claims, demands and other
                   -------
          communications hereunder shall be given (and shall be deemed to have
          been duly received if given) by hand delivery in writing or by
          facsimile transmission with confirmation of receipt, as follows:

if to Purchaser:

United Pan-Europe Communications N.V.
Fred. Roeskestraat 123
PO Box 74763
1070 BT Amsterdam, The Netherlands
Attention: General Counsel
Facsimile:  +31 20 778 9871
Telephone:  +31 20 778 9872

with copies to:

Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
Attention:  Bonnie A. Barsamian, Esq.
Facsimile:  +1-212-878-8375
Telephone:  +1-212-878-8000


                                      34
<PAGE>

and to:

Clifford Chance Limited Liability Partnership
200 Aldersgate Street
London EC1A 4JJ, England
Attention:  Daniel Kossoff, Esq.
Facsimile:  +44-207-600-5555
Telephone: +44-207-600-1000


if to the Company:

SBS Broadcasting S.A.
8-10 rue Mathias Hardt
L-1717 Luxembourg
Luxembourg
Attention: Corporate Secretary
Facsimile: +352-40-78-04
Telephone: +352-40-78-78

with copies to:

Sullivan & Cromwell
St. Olave's House
9a Ironmonger Lane
London EC2V 8EY
Attention:  William A. Plapinger, Esq
Facsimile:  +44-20-7710-6565
Telephone: +44-20-7710-6500

and to:

Arendt & Medernach
8-10 rue Mathias Handt
P.O. Box 39
L-2010 Luxembourg
Luxembourg
Attention:  Guy Harles, Esq.
Facsimile: +352-40-78-04
Telephone: +352-40-78-78

or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.


                                      35
<PAGE>

Section 9.06. Governing Law. This Agreement shall be governed by and construed
              -------------
     in accordance with the laws of the State of New York.

Section 9.07. Descriptive Headings. The descriptive headings herein are inserted
              --------------------
     for convenience of reference only and are not intended to be part of or to
     affect the meaning or interpretation of this Agreement.

Section 9.08. Parties in Interest. This Agreement shall be binding upon and
              -------------------
     inure solely to the benefit of each party hereto, and nothing in this
     Agreement, express or implied, is intended to confer upon any other Person
     any rights or remedies of any nature whatsoever under or by reason of this
     Agreement.

Section 9.09. Counterparts. This Agreement may be executed in counterparts, each
              ------------
     of which shall be deemed to be an original, but all of which, taken
     together, shall constitute one and the same agreement.

Section 9.10. Adjustments to Purchaser Shares. Except as otherwise provided in
              -------------------------------
     Section 1.01(a)(iii), in the event that Purchaser carries out a
     reclassification, stock split (including a reverse split), stock dividend
     or stock distribution, recapitalization, subdivision or other similar
     transaction with respect to Purchaser Shares prior to the Closing Date,
     then the Offer Price, Exchange Ratio and other terms of this Agreement
     relating to Purchaser Shares will be equitably adjusted.

Section 9.11. Certain Definitions.
              -------------------

            (a)   "AEX-Stock Exchange" as referred to herein shall mean the
     stock exchange held by Amsterdam Exchanges N.V.

            (b)   "Acquisition Proposal" shall have the meaning assigned to it
     in Section 6.02(f) of this Agreement.

            (c)   "Amsterdam Exchange Day" shall mean a day on which the AEX-
     Stock Exchange is open for trading.

            (d)   The term "Applicable Law or Rule" shall mean, as the context
     may require, any statute, law, ordinance, rule, regulation, order, judgment
     or decree in any jurisdictions applicable to the relevant party or any of
     its Subsidiaries or by which any property or asset of the relevant party or
     any of its Subsidiaries is bound or affected (which shall include The
     Netherlands Merger Code), or any rule or regulation of any stock exchange
     on which the shares or any other securities of the relevant party are
     listed.

            (e)   The terms "affiliate" and "associate" shall have the meanings
     given to such terms in Rule 12b-2 under the Exchange Act.

            (f)   "Aggregate Payments" shall have the meaning assigned to it in
     Section 4.09(e) of this Agreement.


                                      36
<PAGE>

              (g)   the "Average Price" shall have the meaning assigned to it in
     Section 1.01(a) of this Agreement.


              (h)   "Basic Terms" shall have the meaning assigned to it in
     Section 1.01(a) of this Agreement.


               (i)   The term "beneficial ownership" shall have the meaning
     given to such term in Rule 13d-3 under the Exchange Act.


               (j)   "Business Day" shall mean any day of the week where the
     commercial banks in The City of New York, The Netherlands and Luxembourg
     are generally open for business.


               (k)   "Closing Date" shall have the meaning assigned to it in
     Section 1.01(a) of this Agreement.


               (l)   "Committee" shall have the meaning assigned to it in
     Section 1.01(g) of this Agreement.


               (m)   "Company Adviser" shall have the meaning assigned to it in
     Section 1.02(a) of this Agreement.


               (n)   "Company Permits" shall have the meaning assigned to it in
     Section 4.12(b) of this Agreement.


               (o)   "Company SEC Reports" shall have the meaning assigned to it
     in Section 4.05(a) of this Agreement.


               (p)   "Company Securities" shall have the meaning assigned to it
     in Section 3.02(b) of this Agreement.


               (q)   "Confidentiality Agreement" shall have the meaning assigned
     to it in Section 6.02(a) of this Agreement.


               (r)   "Consideration Calculation Date" shall have the meaning
     assigned to it in Section 1.01(a) of this Agreement.


               (s)   "Costs" shall have the meaning assigned to it in Section
     6.10(a) of this Agreement.


               (t)   "DGCL" shall have the meaning assigned to it in Section
     6.10(a) of this Agreement.


               (u)   "D&O Insurance" shall have the meaning assigned to it in
     Section 6.10(b) of this Agreement.


                                      37
<PAGE>

               (v)  "Exchange Act" means the United States Securities Exchange
          Act of 1934, as amended, and the rules and regulations thereunder.


               (w)  "Exchange Agent" shall have the meaning assigned to it in
          Section 3.02(b).


               (x)  "Exchange Ratio" shall have the meaning assigned to it in
          Section 1.01(a) of this Agreement.


               (y)  "Form of Election" shall have the meaning assigned to it in
          Section 3.02(b) of this Agreement.

               (z)  "Forms S-4" shall have the meaning assigned to it in Section
          1.01(a).


               (aa) "Governmental Entity" shall have the meaning assigned to it
          in Section 4.04 of this Agreement.


               (bb) "HSR Act" shall have the meaning assigned to it in Section
          4.04 of this Agreement.


               (cc) "Illegality" shall have the meaning assigned to it in
          Section 1.01(h) of this Agreement.


               (dd) The term "including" shall be deemed to be followed by the
          phrase "without limitation."


               (ee) "Indemnified Parties" shall have the meaning assigned to it
          in Section 6.10(a) of this Agreement.


               (ff) "Initial Exchange Ratio" shall have the meaning assigned to
          it in Section 1.01(a) of this Agreement.


               (gg) The term "hereby" shall be deemed to refer to this Agreement
          in its entirety, rather than to any Article, Section, or other portion
          of this Agreement.

               (hh) "Material Adverse Effect" shall mean (i) any change in or
          effect on the business of the Company that is or would be reasonably
          expected to be materially adverse to any of the condition (financial
          or otherwise), business, properties, assets, liabilities or results of
          operations of the Company and its Subsidiaries taken as a whole;
          provided, however, that any such effect resulting from any adverse
          change (i) in Applicable Law relating to the broadcasting or
          television industries or in generally accepted accounting principles
          or interpretations thereof or (ii) economic or business conditions in
          the broadcasting or television industries shall not be considered when
          determining whether a Material Adverse Effect has occurred.

               (ii) "Material Contract" shall have the meaning assigned to it in
          Section 4.12(b) of this Agreement.


                                      38
<PAGE>

               (jj) "Minority Buy-Out" shall have the meaning assigned to it in
          Section 1.06 of this Agreement.

               (kk) "Mix and Match Election" shall have the meaning assigned to
          it in Section 1.01(a) of this Agreement.

               (ll) "Netherlands Merger Code" shall mean the rules of conduct
          which have to be taken into account in connection with the preparation
          and making of a public offer for Shares and accomplishing mergers of
          business, as formulated by the Committee and in effect from time to
          time (SER-besluit Fusiegedragsregels 1975).


               (mm) "Offer" shall have the meaning assigned to it in Section
          1.01(a) of this Agreement.


               (nn) "Offer Conditions" shall have the meaning assigned to it in
          Section 1.01(a) of this Agreement.

               (oo) "Offer Documents" means, collectively, the U.S. Offer
          Documents and The Netherlands Offer Documents.


               (pp) "Person" shall mean any individual, corporation, limited
          liability company, partnership, association, trust, estate or other
          entity or organization.


               (qq) "Plan" shall have the meaning assigned to it in Section
          4.09(a) of this Agreement.


               (rr) "Potential Acquiror" shall have the meaning assigned to it
          in Section 6.02(b) of this Agreement.


               (ss) "Purchaser Disclosure Letter" shall have the meaning
          assigned to it in Article V of this Agreement.


               (tt) "Purchaser Material Adverse Effect" shall have the same
          meaning as "Material Adverse Effect" as defined above, except that
          references therein to the "Company" shall be read to substitute
          "Purchaser" therefor.


               (uu) "Purchaser Permits" shall have the meaning assigned to it in
          Section 5.07(b) of this Agreement.


               (vv) "Purchaser Shares" shall have the meaning assigned to it in
          Section 1.01(a) of this Agreement.


               (ww) "Registration Statement" shall have the meaning assigned to
          in Section 1.01(f) of this Agreement.


               (xx) "Schedule 14D-9" shall have the meaning assigned to it in
          Section 1.02(b) of this Agreement.


                                      39
<PAGE>

               (yy)  "SDNY" shall have the meaning assigned to it in Section
          9.03 of this Agreement.


               (zz)  "SEC" shall have the meaning assigned to it in Section
          1.01(a) of this Agreement.


               (aaa) "Securities Act" means the United States Securities Act of
          1933, as amended, and the rules and regulations thereunder.


               (bbb) "Shares" means the outstanding shares of the common stock
          of the Company, par value USD 1.50 per share, and any rights of issued
          and outstanding shares of the common stock of the Company that are
          held in the name of nominee Amsterdam Stock Exchange NV (ASAS).


               (ccc) "Share Split" shall have the meaning assigned to it in
          Section 1.01(a) of this Agreement.


               (ddd) "Schedule TO" shall have the meaning assigned to it in
          Section 1.01(b) of this Agreement.


               (eee) The term "Subsidiary" shall mean, when used with reference
          to an entity, any other entity of which securities or other ownership
          interests having ordinary voting power to elect a majority of the
          board of directors or other persons performing similar functions, or a
          majority of the outstanding voting securities of which, are owned
          directly or indirectly by such entity.


               (fff) "Subsidiary Securities" shall have the meaning assigned to
          it in Section 3.02(b) of this Agreement.


               (ggg) "Superior Proposal" shall have the meaning assigned to it
          in Section 6.02(f) of this Agreement.


               (hhh) "Takeover Laws" shall have the meaning assigned to it in
          Section 1.02(a) of this Agreement.


               (iii) "Tax" shall mean all taxes, charges, fees, levies, imposts,
          duties, and other assessments, including any income, alternative
          minimum or add-on tax, estimated, gross income, gross receipts, sales,
          use, transfer, transactions, intangibles, ad valorem, value-added,
          franchise, registration, title, license, capital, paid-up capital,
          profits, withholding, employee withholding, payroll, worker's
          compensation, unemployment insurance, social security, employment,
          excise (including the federal communications excise tax under Section
          4251 of the Code), severance, stamp, transfer occupation, premium,
          recording, real property, personal property, federal highway use,
          commercial rent, environmental (including taxes under Section 59A of
          the Code) or windfall profit tax, custom, duty or other tax, fee or
          other like assessment or charge of any kind whatsoever, together with
          any interest, penalties, related liabilities, fines or additions to


                                      40
<PAGE>

          tax that may become payable in respect thereof imposed by any country,
          any state, county, provincial or local government or subdivision or
          agency thereof.


               (jjj) "Termination Fee" shall have the meaning assigned to it in
          Section 8.03(b) of this Agreement.


               (kkk) "Trigger Event" shall have the meaning assigned to it in
          Section 1.01(a) of this Agreement.


               (mmm) "US$" means United States Dollars.


               (nnn) "U.S. Business Day" shall mean any day on which the SEC is
          open for business.


               (ooo) "U.S. Offer Documents" shall have the meaning assigned to
          it in Section 1.01(e) of this Agreement.




                                      41
<PAGE>

          IN WITNESS WHEREOF, each of the parties has caused this Agreement to
     be executed on its behalf by its officers thereunto duly authorized, all at
     or on the day and year first above written.





                            UNITED PAN-EUROPE COMMUNICATIONS N.V.



                            By:    S/S
                                -------------------------------------
                            Name: Anton Tuijten
                            Title: General Counsel/POA



                            By:    S/S
                                -------------------------------------
                            Name: Charles Bracken
                            Title: Managing Director



                            SBS BROADCASTING S.A.



                            By:    S/S
                                -------------------------------------
                            Name: Harry Evans Sloan
                            Title: Chairman and Chief Executive Officer



                            By:    S/S
                                -------------------------------------
                            Name: Howard A. Knight
                            Title: Vice Chairman and Chief Operating Officer



                                      42
<PAGE>

                                    EXHIBIT A

                             CONDITIONS TO THE OFFER


          Capitalized terms used in this Exhibit A and not otherwise defined
     herein shall have the meanings assigned to them in the Agreement to which
     it is attached (the "Exchange Offer Agreement").


          Notwithstanding any other provision of the Offer, Purchaser shall not
     be required to accept for payment, purchase or pay for any Shares tendered
     in connection with the Offer and may terminate or, subject to the terms of
     the Exchange Offer Agreement, amend the Offer as to Shares not then paid
     for, if (i) there shall not be validly tendered and not properly withdrawn
     prior to the expiration of the initial offering period for the Offer (the
     "Expiration Date") that number of Shares which, together with any Shares
     beneficially owned by Purchaser or any of its affiliates, represents at
     least two-thirds of the total number of outstanding Shares on a
     fully-diluted basis on the date of purchase (the "Minimum Tender
     Condition"), (ii) the Registration Statement on Form S-4 shall not have
     been declared effective by the SEC, (iii) (A) any applicable waiting period
     under the HSR Act or approval required by the European Union Merger Task
     Force shall not have expired, been terminated, or received, as applicable,
     prior to the Expiration Date, or (B) any applicable waiting period or
     approval required or which is appropriate under any relevant competition or
     anti-trust laws and regulations in any Member State of the European Union
     or any other relevant country (including Switzerland, but excluding any
     cross-media ownership restrictions in Hungary) shall not have expired, been
     terminated, or received, as applicable, prior to the Expiration Date, the
     consequence of which in the case of either (A) or (B) would reasonably be
     likely to have any of the effects set forth in (a)(5) below, or (iv) at any
     time on or after the date of the Exchange Offer Agreement and prior to the
     time of payment for any Shares, any of the following conditions shall exist
     and be continuing:


          (a)  there shall have been any statute, rule, regulation, legislation,
     interpretation, judgment, order or injunction, promulgated, enacted,
     entered, enforced, issued or amended, in each case by a Governmental Entity
     applicable to the Purchaser, the Company, or any of their respective
     affiliates that would reasonably be expected to:


               (1) make the acceptance for payment of, or payment for or
          purchase of all or a substantial number of the Shares pursuant to the
          Offer illegal, or otherwise prohibit the consummation of the Offer;


               (2) result in a material delay in or restrict (other than in an
          immaterial way) the ability of Purchaser to accept for payment, pay
          for or purchase pursuant to the Offer at least such number of the
          Shares necessary to satisfy the Minimum Tender Condition;


               (3) render Purchaser unable to accept for payment or pay for or
          purchase pursuant to the Offer at least such number of Shares
          necessary to satisfy the Minimum Tender Condition;


                                      43
<PAGE>

               (4) impose material limitations (which shall not be deemed to
          include any required compliance with the U.S. federal securities laws)
          on the ability of Purchaser, its Subsidiaries or affiliates to acquire
          or hold, transfer or dispose of, or effectively to exercise all rights
          of ownership of, all or a substantial number of the Shares, including
          the right to vote the Shares purchased by it pursuant to the Offer on
          an equal basis with all other Shares on all matters properly presented
          to the shareholders of the Company;


               (5) require the divestiture by Purchaser of a material portion of
          any Shares (provided, however, that any divestiture causing Purchaser
          to own less than the number of Shares necessary to satisfy the Minimum
          Tender Condition shall be deemed to be material), or require Purchaser
          or the Company or any of their respective Subsidiaries or affiliates
          to dispose of or hold separate all or any material portion of the
          business, assets or properties of the Company and its Subsidiaries
          taken as a whole (excluding Hungary by reason of cross-media ownership
          restrictions), or impose any material limitations on the ability of
          any of such entities to conduct their businesses or own assets or
          properties material to the Company and its Subsidiaries taken as a
          whole (excluding Hungary by reason of cross-media ownership
          restrictions) or on the ability of Purchaser to own a material portion
          of Shares (provided, however, that any divestiture causing Purchaser
          to own less than the number of Shares necessary to satisfy the Minimum
          Tender Condition shall be deemed to be material), or on the ability of
          Purchaser to conduct the business of the Company and its Subsidiaries
          and own the assets and properties of the Company and its Subsidiaries;
          or


               (6) impose any material limitations on the ability of Purchaser
          or any of its Subsidiaries or affiliates effectively to control the
          business or operations of the Company and its Subsidiaries;


          (b)  there shall have been instituted or be pending any action or
     proceeding by any Governmental Entity challenging the making of the Offer
     or the acquisition by Purchaser of the Shares pursuant to the Offer which
     can reasonably be expected to result, directly or indirectly, in any of the
     consequences referred to in clauses (1) through (6) of paragraph (a) above;


          (c)  there shall have occurred and be continuing (1) any general
     suspension of, or limitation on trading in securities on The New York Stock
     Exchange or NASDAQ (other than any suspension or limitation on trading in
     any particular security as a result of a computerized trading limit or any
     intraday suspension due to "circuit breakers"), (2) the declaration of any
     banking moratorium or any suspension of payments in respect of banks or any
     limitation (whether or not mandatory) on the extension of credit by lending
     institutions in the United States, the United Kingdom or Germany, or (3) a
     decline at any time for any three trading days in any consecutive five
     trading day period of both (A) 30% or more in the Eurotop 300 index, as
     measured against the closing value on the trading day immediately preceding
     the date of this Agreement and (B) 20% or more in the closing sales price
     per Purchaser Share as reported by NASDAQ, as measured against US$210;


                                      44
<PAGE>

          (d) any Person or "group" (as such term is used in Section 13(d)(3) of
     the Exchange Act) other than Purchaser or any of its affiliates shall have
     become the beneficial owner (as that term is used in Rule 13d-3 under the
     Exchange Act) of more than 25% of the outstanding Shares;

          (e) all consents, approvals, licenses, authorisations, registrations,
     notices or other filings (including, without limitation, broadcast
     licenses) (other than under any cross-media ownership restrictions in
     Hungary) required to be obtained or made by the Company or the Purchaser
     with or from any Governmental Entity or third party (other than the
     Purchaser or any of its affiliates) in connection with the execution,
     delivery and performance of the Exchange Offer Agreement, the Offer and the
     transactions contemplated by the Exchange Offer Agreement shall not have
     been obtained or made and such failure would reasonably be expected to have
     a Material Adverse Effect on the Company or the Purchaser or a material
     adverse effect on the ability of the parties to consummate the transactions
     contemplated hereby;

          (f) there shall have occurred any change, condition, event or
     development that, individually or in the aggregate, has had or is
     reasonably likely to have, a Material Adverse Effect with respect to the
     Company;

          (g) the Company shall have breached or failed to comply in any
     material respect with any of its material obligations, covenants, or
     agreements under the Exchange Offer Agreement, or any representation or
     warranty of the Company contained in the Exchange Offer Agreement that is
     qualified by reference to a Material Adverse Effect thereof shall not be
     true and correct because there has been a Material Adverse Effect, or any
     other representation or warranty shall not be true and correct in any
     respect that (when taken together with all such other representations and
     warranties not true and correct) has had or would reasonably be likely to
     have a Material Adverse Effect, in each case as of when made or at and as
     of any time thereafter, and which is continuing;

          (h) the Exchange Offer Agreement shall have been terminated pursuant
     to its terms or shall have been amended pursuant to its terms to terminate
     the Offer; or

          (i) the Committee shall have issued in connection with the Offer, a
     public admonition as a consequence of infringement by the Company or any of
     its Subsidiaries of any of the stipulations of Chapters I, II or III of the
     Netherlands Merger Code prior to the date on which the Offer expires;

which, in the good faith judgment of Purchaser, in any case, giving rise to any
such condition, makes it inadvisable to proceed with the Offer or with
acceptance for payment or payment for Shares.

The foregoing conditions are for the sole benefit of Purchaser and may be
asserted or waived by Purchaser in whole or in part at any time or from time to
time in its discretion subject to the terms and conditions of the Exchange Offer
Agreement. The failure of Purchaser at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
be deemed an ongoing right which may be asserted at any time and from time to
time.

                                      45