Exhibit 4.1
EAGLE FAMILY FOODS HOLDINGS, INC.
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
First Amendment to Registration Rights Agreement, dated as of
September 27, 1999, by and among the Investors whose names appear on Schedule I
hereto, and Eagle Family Foods Holdings, Inc., a Delaware corporation (the
"Company"). Capitalized terms used herein but not defined, are used as defined
in the Registration Rights Agreement (as defined below).
R E C I T A L S
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WHEREAS, the parties hereto have entered into that certain
Registration Rights Agreement, dated as of January 23, 1998 (the "Registration
Rights Agreement");
WHEREAS, the Company is concurrently herewith entering into
Subscription Agreements with Warburg and GEI, dated as of the date hereof,
relating to the offer and sale to Warburg and GEI of 99 shares of newly-issued
Series B Non-Voting Preferred Stock, par value $0.01 per share, of the Company
(the "Series B Preferred Stock"), and (ii) 100,000 shares of newly-issued Common
Stock with accompanying warrants (collectively, the "Offered Securities");
WHEREAS, in connection with the purchase and sale of the Offered
Securities, the parties hereto desire to amend provisions of the Registration
Rights Agreement, as provided for herein, and provisions of the Stockholders
Agreement as provided for in the First Amendment to Stockholders Agreement,
dated as of even date herewith.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:
1. AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
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(a) The first paragraph of the Recitals of the Registration Rights
Agreement is hereby deleted and replaced in its entirety with the following:
"WHEREAS, the Investors have (a) pursuant to the terms of certain
subscription agreements among the Company and the Investors (collectively, the
"Subscription Agreements"), agreed to purchase shares of Common Stock, par value
$.01 per share, of the Company ("Common Stock"), shares of Series A Non-Voting
Preferred Stock, par value $.01 per share, of the Company (the "Series A
Preferred Stock") and shares of Series B Non-Voting Preferred Stock, par value
$.01 per share, of the Company (the
"Series B Preferred Stock" and, together with the Series A Preferred Stock, the
"Preferred Stock") and/or (b) pursuant to the terms of the restricted stock
agreement under the Company's 1998 Stock Incentive Plan (the "Plan"), received
grants of restricted Common Stock, subject to certain vesting requirements and
forfeiture provisions; and"
2. EFFECTIVENESS OF THIS FIRST AMENDMENT TO REGISTRATION RIGHTS
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AGREEMENT
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This First Amendment to Registration Rights Agreement is effective as
of the date first written above. Except as amended herein, the Registration
Rights Agreement shall continue in full force and effect and shall be
enforceable in accordance with its terms.
3. GOVERNING LAW
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This First Amendment to Registration Rights Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State.
4. COUNTERPARTS
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This First Amendment to Registration Rights Agreement may be executed
in one or more counterparts, each of which shall be deemed an original and all
of which together shall be considered one and the same agreement.
[THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Registration Rights Agreement as of the date first written above.
EAGLE FAMILY FOODS HOLDINGS, INC.
By: /s/ Xxxx O'X. Xxxxxx
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Name: Xxxx O'X. Xxxxxx
Title: President and Chief
Executive Officer
INSTITUTIONAL INVESTORS:
GE INVESTMENT PRIVATE PLACEMENT PARTNERS II, A
LIMITED PARTNERSHIP
By: GE Investment Management Incorporated, its
General Partner
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President
WARBURG, XXXXXX VENTURES, L.P.
By: Warburg, Xxxxxx & Co., its General Partner
By: /s/ Xxxxxxx Xxx
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Name: Xxxxxxx Xxx
Title: Managing Director
ADDITIONAL INVESTORS:
/s/ Xxxxx Xxxxxxxx /s/ Xxxxxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxxx Xxxxx
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Xxxx Xxxxx Xxxxxxx Xxxxx
/s/ X.X. Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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A.L. Xxxxxxx Xxxxxx X. Xxxxxx
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ADDITIONAL INVESTORS (continued):
/s/ Xxxxxxx X. Xxxxx /s/ Xxxx O'X. Xxxxxx
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Xxxxxxx X. Xxxxx Xxxx O'X. Xxxxxx
/s/ Xxxxxxxx X. Xxxx /s/ Xxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxx Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxx
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Xxxxx X. Xxxxx Xxxxxxx X. Xxxx
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