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EXHIBIT 4.1(i)
AMENDMENT NO. 1 TO SECURITY AGREEMENT
AMENDMENT (this "Amendment"), dated as of January 28, 2000, to the
Security Agreement, dated as of February 18, 1998 (the "Agreement"), made by
Xxxxxx Media Corp., a Delaware corporation and now known as Next Generation
Network, Inc. (the "Company" or "Grantor"), in favor of United States Trust
Company of New York as trustee (in such capacity, the "Trustee") under the
Indenture referred to below, in its capacity as collateral agent (in such
capacity, the "Collateral Agent") for the ratable benefit of the registered
holders (the "Noteholders") of the 12% Senior Secured PIK Notes due 2003 (the
"Notes") issued by the Company, under the Indenture dated as of February 18,
1998 (the "Indenture"), between the Company and the Trustee.
WITNESSETH:
WHEREAS, the Company proposes to amend the Indenture and the Agreement;
WHEREAS, the Company has obtained the consents of the requisite number
of Noteholders with respect to amending the Indenture and the Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
agreements contained herein and other good and valuable consideration, the
parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms not otherwise defined in
this Amendment are used herein as defined in the Agreement.
SECTION 2. Amendment to the Agreement. The Agreement is hereby amended
effective as of the date hereof as follows:
Section 9 of the Agreement is hereby amended by adding the following
language at the end thereof:
"Notwithstanding any other provision of this Section 9, in the
event the Collateral Agent or any other purchaser at a foreclosure sale
or sale under private power contained in the Indenture or this Security
Agreement succeeds to the interest of a Grantor under any Contract
providing for the license or sublicense to a third-party of any
technology or know-how (including, but not limited to, any Copyright,
Trademark or Patent) owned or leased by such Grantor, which license
agreement was entered into consistent with the terms of the Indenture
(each such agreement, a "Tech License Agreement"), by reason of
foreclosure or by any other manner, it is agreed that:
Subject to the observance and performance by the licensee
under such Tech License Agreement (the "Licensee") of all of the terms,
covenants and conditions of the Tech License Agreement to be observed
and performed on the part of the Licensee, the Collateral Agent or such
other purchaser shall recognize the licensing rights of Licensee
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under all of the terms, covenants and conditions of the Tech License
Agreement for the remaining balance of the term (as the same may be
extended in accordance with the provisions of the Tech License
Agreement) with the same force and effect as if the Collateral Agent or
such other purchaser were the licensor under the Tech License Agreement
and the Tech License Agreement shall remain in full force and effect
and shall not be terminated, except in accordance with the terms of the
Tech License Agreement; provided, however, that the Collateral Agent or
such other purchaser shall not be (i) liable for any act or omission of
the Grantor or any prior licensor or (ii) obligated to cure any
defaults of the Grantor or any other prior licensor under the Tech
License Agreement which occurred prior to the time that the Collateral
Agent or such other purchaser succeeded to the interest of the Grantor
or any other prior licensor under the Tech License Agreement. The
Company may place copies of software (including without limitation
source code and object code) and other information in escrow to assure
the Licensee of access thereto pursuant to such Tech License
Agreement."
SECTION 3. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 4. Headings. The headings of this Amendment are for the
purposes of reference only and shall not affect the construction of, or
be taken into consideration in interpreting, this Amendment.
SECTION 5. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but which
taken together shall constitute one agreement.
SECTION 6. The Collateral Agent. The Collateral Agent is not
responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Amendment or for or in respect of the
recitals contained herein, all of which are made solely by the Company.
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IN WITNESS WHEREOF, the undersigned have caused this Amendment
to be duly executed as of the date and year first written above.
GRANTOR: NEXT GENERATION NETWORK, INC.
By:___________________________
Name:_________________________
Title:________________________
Accepted and Agreed:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Collateral Agent
By:_________________________________
Name:_______________________________
Title:______________________________
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