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EXHIBIT 1
AMENDMENT NO. 1 DATED AS OF JANUARY 21, 2000
TO SHAREHOLDER RIGHTS PLAN
BETWEEN REALNETWORKS, INC. AND
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
WHEREAS, RealNetworks, Inc. (the "Company") and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (the "Rights Agent"), entered into the
Shareholder Rights Plan dated as of December 4, 1998 (the "Rights Agreement");
WHEREAS, the Rights Agreement contains terms restricting the ability of
the Company's Board of Directors to amend the Rights Agreement or redeem the
Rights (as defined in the Rights Agreement) issued thereunder under certain
circumstances;
WHEREAS, the Board of Directors of the Company has determined that it is
in the best interests of the Company and its shareholders to amend the Rights
Agreement to remove such terms as set forth herein;
WHEREAS, Section 27 of the Rights Agreement permits the Company to amend
the Rights Agreement in any respect without approval of the holders of rights
prior to the Distribution Date (as therein defined);
WHEREAS, the Distribution Date has not occurred;
WHEREAS, the Board of Directors of the Company authorized and approved
this Amendment at a Meeting of the Board of Directors of the Company on April
7-8, 1999; and
WHEREAS, the Rights Agent has agreed to the amendment of the Rights
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the Rights Agreement, the parties hereto hereby agree as
follows:
1. Amendment of Rights Agreement.
(a) Section 23(b) of the Rights Agreement (concerning redemption)
is deleted in its entirety;
(b) Section 27 of the Rights Agreement (concerning amendments) is
hereby amended to read in its entirety as follows:
Section 27. Supplements and Amendments. Subject to the
penultimate sentence of this Section 27, prior to the Distribution Date, the
Corporation and the Rights Agent shall, if the Corporation so directs,
supplement or amend any provision of this Agreement without the approval of any
holders of certificates representing Common Shares. Subject to the penultimate
sentence of this Section 27, from and after the Distribution Date, the
Corporation and the Rights Agent shall, if
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the Corporation so directs, supplement or amend this Agreement without the
approval of any holders of Right Certificates in order (i) to cure any
ambiguity, (ii) to correct or supplement any provision contained herein which
may be defective or inconsistent with any other provisions herein, (iii) to
shorten or lengthen any time period hereunder or (iv) to change or supplement
the provisions hereunder in any manner which the Corporation may deem necessary
or desirable and which shall not adversely affect the interests of the holders
of Right Certificates (other than an Acquiring Person or an Affiliate or
Associate of an Acquiring Person); provided, however, that this Agreement may
not be supplemented or amended to lengthen, pursuant to clause (iii) of this
sentence, (A) a time period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any other time period unless
such lengthening is for the purpose of protecting, enhancing or clarifying the
rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a
certificate from an appropriate officer of the Corporation which states that the
proposed supplement or amendment is in compliance with the terms of this Section
27, the Rights Agent shall execute such supplement or amendment, provided that
such supplement or amendment does not adversely affect the rights or obligations
of the Rights Agent under this Agreement. Prior to the Distribution Date, the
interests of the holders of Rights shall be deemed coincident with the interests
of the holders of Common Shares.
2. No Other Changes. Except as expressly amended hereby, the Rights
Agreement shall remain in full force and effect.
3. Direction of Company. Pursuant to Section 27 of the Rights Agreement,
the Company directs the Rights Agent to execute this Amendment.
4. Counterparts. This Amendment may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
REALNETWORKS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Chief Executive Officer
CHASEMELLON SHAREHOLDER SERVICES,
L.L.C., as Rights Agent
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
