Exhibit 4.9
AMENDMENT NO. 6 TO RIGHTS AGREEMENT ("Amendment No. 6") 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 5 to
Rights Agreement, the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, this Amendment
No. 6 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 "(vi) 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)" the following new
language:
"the execution or consummation of the transactions
contemplated by that certain Agreement and Plan of
Reorganization and Merger (the "Merger Agreement") by
and among ValueVision International, Inc.
("ValueVision"), the Company and X-X Holdings Corp.,
dated as of January 5, 1998, or the exercise of the
warrants or the conversion of the note to be issued
in connection therewith, (viii) the execution or
consummation of the transactions contemplated by that
certain Redemption and Consent Agreement by and
between the Company and Capital Ventures
International and RGC International Investors, LDC,
dated as of January 5, 1998, or the conversion of the
Series D Preferred Stock or the exercise of the
Warrants to be issued pursuant to such Redemption and
Consent Agreement or the exercise of the Warrants to
be amended pursuant to such Redemption and Consent
Agreement, (ix) the execution or consummation of the
transactions contemplated by that certain Stock
Option Agreement (ValueVision), dated January 5,
1998, between ValueVision and the Company, or (x)"
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. 5 to the Rights Agreement, dated August 14,
1997) the following:
"Notwithstanding the foregoing, no Distribution Date
shall occur as a result of (i) the execution or
consummation of the transactions contemplated by that
certain Agreement and Plan of Reorganization and
Merger, by and among ValueVision International, Inc.,
the Company and X-X Holdings Corp., dated as of
January 5, 1998, or the exercise of the Warrants or
the conversion of the Note to be issued in connection
therewith, (ii) the execution or consummation of the
transactions contemplated by that certain Stock
Option Agreement between the Company and ValueVision
International, Inc., dated as of January 5, 1998, or
the exercise of the options to be granted pursuant to
such Stock Option Agreement, or (iii) the execution
or consummation of the transactions contemplated by
that certain Redemption and Consent Agreement by and
between the Company and Capital Ventures
International and RGC
International Investors, LDC, dated as of January 5,
1998, or the conversion of the Series D Preferred
Stock or the exercise of the Warrants to be issued
pursuant to such Redemption and Consent Agreement or
the exercise of the Warrants to be amended pursuant
to such Redemption and Consent Agreement."
3. Section 7(a) of the Rights Agreement is hereby amended by
replacing "and (iii)" from the ninth line thereof with the
following new language:
"(iii) at the "Effective Time" of the "Merger" as
such terms are defined in the Merger Agreement and
(iv)"
4. Capitalized terms used but not defined in this Amendment No. 6
shall have the respective meanings ascribed thereto in the
Rights Agreement.
5. Except as expressly amended by this Amendment No. 6, 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. 6.
6. This Amendment No. 6 shall be governed and construed on the
same basis as the Rights Agreement, as set forth therein.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to the Rights Agreement to be executed by their respective officers thereunto
duly authorized as of January 5, 1998.
NATIONAL MEDIA CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
General Counsel
ChaseMellon Shareholder Services, LLC
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Relationship Manager
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