EXHIBIT 9
AMENDMENT NUMBER 4 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NUMBER 4 (the "Amendment") to the Registration Rights
Agreement dated as of December 30, 1994, as amended by Amendment Number 1
dated February 21, 1996, Amendment Number 2 dated June 10, 1996 and Amendment
No. 3 dated August 6, 1997 (the "Rights Agreement"), is made as of June ____
1998, by and among Aureal Semiconductor Inc., a Delaware corporation (the
"Company"), TCW Special Credits, as agent and on behalf of the funds and
accounts set forth on Schedule I hereto ("TCW Special Credits") and B III
Capital Partners, L.P. ("B III"), and each as a purchaser of the Company's
Convertible Series B Preferred Stock issued pursuant to the 8% Series B
Convertible Preferred Stock Purchase Agreement dated June ___, 1998 (the
"Series B Agreement"), by and between the Company, TCW Special Credits and B
III (the "Series B Holders"), and the Prior Holders (as defined below).
Unless specifically designated otherwise, the capitalized terms herein shall
have the same meanings given them in the Rights Agreement.
RECITALS
A. The Company and TCW are parties to the Rights Agreement pursuant to
which the Company granted certain registration rights for the benefit of TCW.
B. The Company, TCW, Appaloosa, Copernicus, and Galileo (collectively,
the "No. 1 Prior Holders") amended the Rights Agreement pursuant to Amendment
Number 1 to Registration Rights Agreement dated February 21, 1996 to grant
equal registration rights to all the No. 1 Prior Holders and to make each of
the No. 1 Prior Holders a party to the Rights Agreement.
C. The Company, the No. 1 Prior Holders and the purchasers set forth
on Exhibit A to the Common Stock Purchase Agreement dated June 10, 1996,
amended the Rights Agreement pursuant to Amendment Number 2 to Registration
Rights Agreement dated June 10, 1996 (such purchasers and the No. 1 Prior
Holders are collectively referred to herein as the "No. 2 Prior Holders") to
grant equal registration rights to the No. 2 Prior Holders and to make each
of the No. 2 Prior Holders a party to the Rights Agreement.
D. The Company, the No. 1 Prior Holders, the No. 2 Prior Holders and
the purchasers set forth on Exhibit A to the Unit Purchase Agreement dated
August 6, 1997, amended the Rights Agreement pursuant to Amendment Number 3
to Registration Rights Agreement dated August 6, 1997 (such purchasers and
the No. 1 Prior holders and No. 2 Prior Holders are collectively referred to
herein as the "No. 3 Prior Holders") to grant equal registration rights to
the No. 3 Prior Holders and to make each of the No. 3 Prior Holders a party
to the Rights Agreement.
E. The No. 1 Prior Holders, the No. 2 Prior Holders and the No. 3
Prior Holders are collectively referred to herein as the Prior Holders and
are set forth on SCHEDULE 1 hereto.
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F. The Company and the Prior Holders now wish to amend the Rights
Agreement, as amended, in order to grant equal registration rights to the
Series B Holders and to make each of the Series B Holders a party to the
Rights Agreement, as amended.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereto agree to amend certain
provisions of the Rights Agreement as set forth below:
1. Section 1 of the Rights Agreement shall be amended to define the
following terms as follows:
REGISTRABLE SHARES shall mean (i) all shares of New Common Stock
originally issued to or purchased in the future by TCW, (ii) all shares of
Common Stock issued to the Prior Holders pursuant to the Common Stock
Purchase Agreements dated February 21, 1996, March 11, 1996 and June 10,
1996, by and among the Company and such Prior Holders, (iii) all shares of
Common Stock issued pursuant to the Unit Purchase Agreement dated August 6,
1997 by and among the Company and such Prior Holders (the "Unit Purchase
Agreement"), (iv) all Warrant Shares issued upon exercise of the Warrants (as
defined in the Unit Purchase Agreement), (v) shares of Common Stock issuable
upon exercise of warrants issued pursuant to the Second Amended and Restated
Loan Agreement dated August 6, 1997 (the "Loan Agreement") between the
Company and TCW (including 450,000 shares of Common Stock issuable upon
exercise of warrants issued to B III Capital Partners as a participant under
the Loan Agreement) and (vi) shares of Common Stock issuable upon conversion
of the shares of the Company's Series B Preferred Stock issued to the Series
B Holders pursuant to the Series B Agreement and Certificate of Designation
for the Company's Series B Preferred Stock. As to any particular Registrable
Shares, such shares shall cease to be Registrable Shares when (A) such shares
shall have been transferred, new certificates for such shares not bearing a
legend restricting further transfer shall have been delivered by the Company
and subsequent disposition of such shares shall not require registration or
qualification under the Securities Act or any similar state law then in
force, or (B) such shares shall have ceased to be outstanding.
2. Section 4(a) of the Rights Agreement, as amended, shall be
amended and restated in its entirety to provide as follows:
(a) The Company has registered the Registrable Shares, other
than those described in Section 1(vi) and certain of those described in
Section 1(i) herein (collectively, the "UNREGISTERED REGISTRABLE SHARES"), on
Form S-3 (No. 333-3870) (the "INITIAL SHELF REGISTRATION"). The Company will
use its best efforts to include the Unregistered Registrable Shares in the
Initial Shelf Registration. If not included in the Initial Shelf
Registration within ninety (90) days after the Closing under the Series B
Agreement, the Company will file a Subsequent Shelf Registration within
ninety (90) days after the Closing under the Series B Agreement and will use
its best efforts to have such Subsequent Shelf
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Registration declared effective by the SEC. The Company shall not permit any
securities other than the Registrable Shares to be included in the Initial
Shelf Registration or any Subsequent Shelf Registration. The Company shall
use its best efforts to keep the Initial Shelf Registration continuously
effective under the Securities Act until (i) all Registrable Shares covered
by the Initial Shelf Registration have been sold in the manner set forth and
as contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf
Registration covering all of the Registrable Shares has been declared
effective under the Securities Act and the Registrable Shares covered thereby
have been sold in the manner set forth and as contemplated in such Subsequent
Shelf Registration (the "EFFECTIVENESS PERIOD").
3. Except as amended hereby, the Rights Agreement dated
December 30, 1994, as amended on February 21, 1996, on June 10, 1996 and on
August 6, 1997, remains in full force and effect.
4. By its signature hereto, each of the Series B Holder becomes a
party to the Rights Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment Number 4 to
the Registration Rights Agreement as of the day and year first above written.
THE COMPANY:
AUREAL SEMICONDUCTOR INC.
By:
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Name:
Title:
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COUNTERPART SIGNATURE PAGE TO
AMENDMENT NUMBER 4 TO
REGISTRATION RIGHTS AGREEMENT
PRIOR HOLDERS:
By:
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Name:
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Title:
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COUNTERPART SIGNATURE PAGE TO
AMENDMENT NUMBER 4 TO
REGISTRATION RIGHTS AGREEMENT
SERIES B HOLDERS
By:
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Name:
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Title:
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SCHEDULE I
Prior Holders:
TCW ENTITIES
TCW Special Credits Trust
TCW Special Credits Fund IIIb
TCW Special Credits Trust IIIb
The Board of Trustees of the Delaware State Employees Retirement Fund
APPALOOSA ACCOUNTS
Appaloosa Investment X.X.
Xxxxxxxx Investors III Inc.
Palomino Fund Ltd.
Pinto Investment LLC
Cerberus Partners, L.P.
Cerberus International
Ultra Cerberus
B III Capital Partners, DDJCapital III, LLC, its General Partner
The Copernicus Fund, L.P.
The Galileo Fund, L.P.
IT Technologies Investment
Pequod Investments, L.P.
Senaca Capital
Oaktree Capital Management, LLC, as investment manager of Weyerhaeuser
Company Master Pension Trust, separate account
Oaktree Capital Management, LLC, as investment manager of Weyerhaeuser
Company Master Retirement Trust, separate account
Xxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
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