EXHIBIT 4.1
AMENDMENT NO. 5 TO RIGHTS AGREEMENT ("Amendment No. 5") between
NATIONAL MEDIA CORPORATION, a Delaware corporation (the "Company"), and
ChaseMellon Shareholder Services, LLC, a New Jersey Corporation, as Rights Agent
(the "Rights Agent").
W I T N E S S E T H
WHEREAS, on January 3, 1994, the Company and the Rights Agent entered
into that certain Rights Agreement (as amended by Amendments Nos. 1 through 4 to
Rights Agreement, the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, this Amendment
No. 5 may be entered into by the Company and the Rights Agent without the
approval of any holders of Rights.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto hereby agree as follows:
1. The definition of "Acquiring Person" set forth in Section 1(a)
of the Rights Agreement is hereby amended by adding to the
second sentence thereof, after the words "(v) the execution or
consummation of the transaction contemplated by those certain
Securities Purchase Agreements by and among National Media
Corporation and each of the persons listed on Exhibit A
hereof; or (vi)," the following new language:
"the execution or consummation of the transactions
contemplated by that certain Securities Purchase
Agreement between National Media Corporation and the
Purchasers named therein, dated September 4, 1997, or
the conversion of the Series C Preferred Stock or the
exercise of the Warrants to be issued pursuant to
such Securities Purchase Agreement, or (vii)"
2. Section 3(a) of the Rights Agreement is hereby amended by
adding as a new sentence (to be inserted after language added
by Amendment No. 4 to the Rights Agreement, dated November 30,
1994) the following:
"Notwithstanding the foregoing, no Distribution Date
shall occur as a result of the execution or
consummation of the transaction contemplated by that
certain Securities Purchase Agreement between
National Media Corporation and the Purchasers named
therein, dated September 4, 1997, or the conversion
of the Series C Preferred Stock or the exercise of
the Warrants to be issued pursuant to such Securities
Purchase Agreement."
3. Capitalized terms used but not defined in this Amendment No. 5
shall have the respective meanings ascribed thereto in the
Rights Agreement.
4. Except as expressly amended by this Amendment No. 5, the
Rights Agreement shall remain in full force and effect as the
same was in effect immediately prior to the effectiveness of
this Amendment No. 5.
5. This Amendment No. 5 shall be governed and construed on the
same basis as the Rights Agreement, as set forth therein.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5
to the Rights Agreement to be executed by their respective officers thereunto
duly authorized as of August 14, 1997.
NATIONAL MEDIA CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President
CHASEMELLON SHAREHOLDER SERVICES, LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Relationship Manager
