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Exhibit 4.6
FIRST AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("First
Amendment"), entered into as of December __, 1997, between Hollywood Theater
Holdings, Inc., a Delaware corporation (the "Company"), Xxxx Communications
Partners, L.P., a Delaware limited partnership ("HCP"), HCP Capital Fund, L.P.,
a Delaware limited partnership ("HCF") and HCP 1997 Authorized Employee Fund,
L.P., a Delaware limited partnership ("HAE", together with HCP and HCF, the
"Xxxx Entities").
W I T N E S S E T H:
WHEREAS, as of May 13, 1997, the Company and the Xxxx Entities
entered into that certain Registration Rights Agreement (the "Registration
Rights Agreement");
WHEREAS, as of the date hereof, the Company and the Xxxx
Entities have entered into a Subscription Agreement pursuant to which the
Company will issue, and the Xxxx Entities will purchase, certain shares of a
new series of preferred stock designated the Series D Convertible Preferred
Stock, par value $.01 per share (the "Series D Preferred Stock"); and
WHEREAS, the parties hereto desire to amend the Registration
Rights Agreement to include references to the Series D Preferred Stock;
NOW THEREFORE, in consideration of the premises, the terms and
provisions set forth herein, the mutual benefits to be gained by the
performance thereof and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Capitalized terms used herein and not otherwise
expressly defined shall have the respective meanings assigned to them in the
Registration Rights Agreement.
2. The Registration Rights Agreement is hereby amended
as follows:
(a) Section 1 is amended by adding the following
definition:
"Series D Preferred" means the Series D Convertible
Preferred Stock of the Company, par value $.01 per
share.
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(b) The definition of "Beacon Registration Rights
Agreement" is hereby amended to read in its entirety as follows:
"Beacon Registration Rights Agreement" means that
certain Registration Rights Agreement dated October
3, 1996, by and between the Company and Beacon, as
amended by the First Amendment to Registration Rights
Agreement, dated as of April 25, 1997 and the Second
Amendment to Registration Rights Agreement, dated as
of the date hereof.
(c) The definition of "Conversion Shares" is
hereby amended to read in its entirety as follows:
"Conversion Shares" means the shares of Common Stock
or other equity securities issued or issuable upon
conversion of the Series B Preferred, the Series C
Preferred and/or the Series D Preferred.
(d) The first sentence of the definition of
"Registrable Securities" is hereby amended to read in its entirety as
follows:
"Registrable Securities" means any (i) shares of
Series B Preferred, Series C Preferred and Series D
Preferred owned by the Investors, whether acquired on
the date hereof or hereafter acquired, (ii) shares of
Common Stock owned by the Investors, whether acquired
on the date hereof or hereafter acquired, (iii)
Conversion Shares owned by the Investors, (iv) shares
of Series B Preferred, Series C Preferred, Series D
Preferred or Common Stock acquired by any Person
after the date hereof pursuant to rights granted to
the Investors under the Purchase Agreement or the
Shareholders' Agreement, (v) Conversion Shares
acquired by any Person after the date hereof pursuant
to rights granted to the Investors under the Purchase
Agreement or the Shareholders' Agreement and (vi)
shares of Common Stock issued or issuable, directly
or indirectly, with respect to the Common Stock
referenced in clauses (ii), (iii), (iv) or (v) above
by way of stock dividend, stock split or combination
of shares.
(e) The definition of "Requisite Percentage of
Outstanding Holders" is hereby amended to read in its entirety as
follows:
"Requisite Percentage of Outstanding Holders" means
the Holders of Registrable Securities who, assuming
conversion of all of the then outstanding Series B
Preferred, Series C Preferred and Series D Preferred
into
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Conversion Shares, would hold 10% or more of the
total Conversion Shares that would then be
outstanding.
(f) The definition of "Requisite Percentage of
Participating Holders" is hereby amended to read in its entirety as
follows:
"Requisite Percentage of Participating Holders" means
the Holders of Registrable Securities participating
in the registration who, assuming conversion of all
of the then outstanding Series B Preferred, Series C
Preferred and Series D Preferred into Conversion
Shares, would hold a majority of the total Conversion
Shares that would then be held by all Holders
participating in the registration.
(g) The definition of "Stratford Registration
Rights Agreement" is hereby amended to read in its entirety as
follows:
"Stratford Registration Rights Agreement" means that
certain Amended and Restated Registration Rights
Agreement dated as of October 3, 1996, by and between
the Company, Stratford Capital Partners, L.P., a
Texas limited partnership and Precept Investors,
Inc., a Texas corporation, as amended by the First
Amendment to Restated Registration Rights Agreement,
dated as of April 25, 1997 and the Second Amendment
to Restated Registration Rights Agreement, dated as
of the date hereof.
3. The Registration Rights Agreement is hereby ratified
by each of the parties hereto, and the terms and provisions of the Registration
Rights Agreement as amended pursuant to Section 2 hereof shall remain in full
force and effect.
4. From and after the date hereof, each reference to
"hereof," "hereunder," "herein" and "hereby" and each reference to "this
Agreement" and each other reference of like import in the Registration Rights
Agreement shall be deemed to refer to the Restated Registration Rights
Agreement as amended pursuant to Section 2 hereof.
5. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties have caused this First
Amendment to Registration Rights Agreement be executed as of the date first
above written.
HOLLYWOOD THEATER HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxxx
Vice President and Chief Financial Officer
XXXX COMMUNICATIONS PARTNERS, L.P.
By: HCP INVESTMENT, L.P.
By: XXXX PARTNERS, L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Manager
HCP CAPITAL FUND, L.P.
By: XXXXX X. XXXX & CO.
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Executive Vice President
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HCP 1997 AUTHORIZED EMPLOYEE FUND, L.P.
By: AUTHORIZED FUND MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
President
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