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EXHIBIT 4.5
AMENDMENT TO
PLEDGE/SECURITY AGREEMENT
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THIS AMENDMENT TO PLEDGE/SECURITY AGREEMENT ("Amendment") is made and entered
into effective September 1, 1995 by and between Showscan Entertainment Inc., a
Delaware corporation ("Pledgor"), and Banca del Gottardo ("Bank"), with respect
to the following facts:
A. Pledgor and Bank are parties to that certain Note Purchase, Paying and
Conversion Agency Agreement dated as of August 14, 1995 ("Agreement") and that
certain Pledge/Security Agreement dated as of September 1, 1995 ("Pledge
Agreement").
B. Pledgor and Bank desire to make certain amendments to the Pledge Agreement
as provided herein.
NOW, THEREFORE, in consideration the premises and of the mutual agreements and
covenants hereinafter contained, the parties hereto agree as follows:
1. References to Bank; Confirmation. Paragraph 1 of the Pledge Agreement
shall be amended by adding the following at the end thereof:
"The term "Bank" as used in this paragraph 1 shall mean Bank for itself
and for the ratable benefit of the holders from time to time of the Notes.
Pledgor hereby confirms the grant of a security interest in the Collateral
to and in favor of Bank for itself and for the ratable benefit of the
holders from time to time of the Notes to secure the payment and
performance of all of the covenants and obligations of Pledgor under the
Notes and the Agreement. Bank hereby confirms that its holds the
Collateral for itself and for the benefit of the holders from time to time
of the Notes and, with respect to all matters relating to the Collateral,
Pledgor shall be entitled to deal solely with Bank."
2. References to Notes. The term "Notes" as used herein and in the Pledge
Agreement shall mean and include all of the 8% Convertible Notes of 1995 due
September 1, 1999 issued pursuant to the Agreement including the Global Note (as
defined in the Agreement).
3. Collateral. Clause (7) of paragraph 1 of the Pledge Agreement shall be
amended in its entirety to read as follows:
"(7) all cash and all deposit accounts, and to the extent not
otherwise included in the foregoing clauses, all other accounts,
chattel paper, intellectual property, general intangibles, good,
instruments and documents; and"
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. Applicable Law and Jurisdiction. This Amendment shall be governed by and
construed in accordance with the laws of the State of California. Any dispute
which might arise between Bank on the one hand and Pledgor on the other hand
regarding this Amendment shall fall within the jurisdiction
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of the Superior Court of Los Angeles County, California and/or the United States
District Court for the Central District of California, with the right to appeal
to the state and/or the federal appellate Courts.
In Witness Whereof, the parties have executed this Amendment as of the day and
year first above written.
SHOWSCAN ENTERTAINMENT INC.
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Executive Vice President
BANCA DEL GOTTARDO
By: /s/ Xxxxx Xxxxxxx /s/ Xxxx Xxxxxx
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Name: Xxxxx Xxxxxxx Xxxx Xxxxxx
Title: Member of the Member of
Executive Board Management
