EXHIBIT 2
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This Amendment ("Amendment") to the Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of June 22, 1997 among ECO
Holdings III Limited Partnership, Polish Investments Holding L.P., Xxxxx X.
Xxxxxxxx, The Xxxxxx Xxxx Xxxxx Marital Trust, Xxxxxx LLC, the AESOP Fund,
L.P. and @Entertainment, Inc. is made this 9th day of July, 1997.
WITNESSETH:
WHEREAS, Section 5(f) the Registration Rights Agreement permits this
Amendment to be made in writing signed by all of the parties to the
Registration Rights Agreement;
WHEREAS, the undersigned are all of the parties to the Registration
Rights Agreement; and
WHEREAS, the undersigned agree that the Registration Rights Agreement
should be amended as set forth herein.
THEREFORE, in consideration of the foregoing recitals, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned agree as follows:
1. Section 2(a)(i)(D) of the Registration Rights Agreement is
amended by deleting the phrase "prior to the third anniversary of this
Agreement" and substituting therefor the phrase "prior to March 29, 1999."
2. Except as amended by paragraph 1 of this Amendment, all the terms
and provisions of the Registration Rights Agreement in effect on the date
hereof are hereby ratified and confirmed.
3. This Amendment may be executed in counterparts so that upon
execution of counterparts by all of the parties to the Registration Rights
Agreement this Amendment shall be in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the day and year first above written.
@ENTERTAINMENT, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx, III
------------------------------------
Name: Xxxxxx X. Xxxxxx, III
Title: Chief Executive Officer
POLISH INVESTMENTS HOLDING L.P.,
a Delaware limited partnership
By: CHASE POLISH ENTERPRISES, INC.
a Delaware corporation
MANAGING GENERAL PARTNER
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
ECO HOLDINGS III LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Advent ECO III L.L.C., general partner
By: Global Private Equity II Limited
Partnership, member
By: Advent International Limited
Partnership, general partner
By: Advent International Corporation,
general partner
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
THE AESOP FUND, L.P.,
a Delaware limited partnership
By: Capital Investors, G.P.,
a ____________________ partnership
MANAGING GENERAL PARTNER
By: /s/ Duff Xxxxxxx
-------------------------------------
Name: Duff Xxxxxxx
Title: Chairman
/s/ Xxxxx X. Xxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxx
XXXXXX LLC, a Connecticut limited liability
company
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Member
THE XXXXXX XXXX XXXXX MARITAL
TRUST, a Connecticut trust
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Trustee, and not individually or
in any other capacity.
By: /s/ Xxxxxxx Xxxxx Trustee
-------------------------------------
Xxxxxxx Xxxxx
Trustee, and not individually or in any
other capacity
