FIRST AMENDMENT
This First Amendment dated as of September 25, 1998 to
Registration Rights Agreement dated as of October 19, 1994 (the
"Registration Rights Agreement") between Meridian Sports Incorporated (the
"Company") and Meridian Sports Holdings Inc. ("MSHI")
R E C I T A L S:
WHEREAS, the Company and the MSHI desire to amend the
Registration Rights Agreement as herein set forth.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. DEFINED TERMS. All terms defined in the Registration
Rights Agreement shall have such defined meanings when used herein unless
otherwise defined herein.
2. REGISTRABLE SECURITIES. The definition of the term
"Registrable Securities," as set forth in the Registration Rights
Agreement, is hereby amended to read as follows:
"Registrable Securities" means (a) the Common Stock owned by MSHI
upon completion of the Offering (after giving effect to any exercise of the
underwriters' over-allotment option), (b) any Common Stock acquired by
PARTY in the open market at a time when MSHI is deemed to be an Affiliate
(as such term is defined under Rule 144 under the Securities Act) of the
Company so long as (i) such Common Stock has not been transferred by MSHI
and (ii) MSHI continues to be deemed an Affiliate of the Company, (c) any
securities issued or issuable in respect of the Common Stock referred to in
clauses (a) and (b) above by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization,
reclassification, merger or consolidation, and any other securities issued
in pursuant to any other pro rata distribution with respect to such Common
Stock, and (d) the 11,000 shares of 6.0% Redeemable Convertible Perpetual
Preferred Stock, Series A issued pursuant to Section 1.1 of the Exchange
Agreement entered into by RGI Group Incorporated and the Company. For
purposes of this Agreement, a Registrable Security ceases to be a
Registrable Security when (x) it has been effectively registered under the
Securities Act and sold or distributed to the public in accordance with an
effective registration statement covering it (and has not been reacquired
in the manner described in clause (b) above), or (y) it is sold or
distributed to the public pursuant to Rule 144 (or any successor or similar
provision) under the Securities Act.
3. EFFECTIVENESS; EFFECT. This First Amendment shall become
effective as of the date first above written. Except as expressly modified
herein, all of the provisions of the Registration Rights Agreement are and
shall continue to remain in full force and effect in accordance with the
terms thereof.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
MERIDIAN SPORTS INCORPORATED,
a Delaware Corporation
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Assistant Secretary
MERIDIAN SPORTS HOLDINGS INC.
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
