EXHIBIT 8
AMENDMENT NUMBER 3 TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NUMBER 3 (the "Amendment") to the Registration Rights
Agreement dated as of December 30, 1994, as amended by Amendment Number 1
dated February 21, 1996 and Amendment Number 2 dated June 10, 1996 (the
"Rights Agreement"), is made as of August 6, 1997, by and among Aureal
Semiconductor Inc., a Delaware corporation (the "Company"), the purchasers of
Units set forth on Exhibit A to the Unit Purchase Agreement dated August 6,
1997 (the "Purchase Agreement"), by and among the Company and such purchasers
(the "Purchasers"), and the Prior Holders (as defined below). Unless
specifically designated otherwise, the capitalized terms herein shall have
the same meanings given them in the Rights Agreement.
RECITALS
A. The Company and TCW are parties to the Rights Agreement pursuant to
which the Company granted certain registration rights for the benefit of TCW.
B. The Company, TCW, Appaloosa, Copernicus, and Galileo (collectively,
the "No. 1 Prior Holders") amended the Rights Agreement pursuant to Amendment
Number 1 to Registration Rights Agreement dated February 21, 1996 to grant
equal registration rights to all the No. 1 Prior Holders and to make each of
the No. 1 Prior Holders a party to the Rights Agreement.
C. The Company, the No. 1 Prior Holders and the purchasers set forth
on Exhibit A to the Common Stock Purchase Agreement dated June 10, 1996,
amended the Rights Agreement pursuant to Amendment Number 2 to Registration
Rights Agreement dated June 10, 1996 (such purchasers and the No. 1 Prior
Holders are collectively referred to herein as the "No. 2 Prior Holders") to
grant equal registration rights to the No. 2 Prior Holders and to make each
of the No. 2 Prior Holders a party to the Rights Agreement.
D. The No. 1 Prior Holders and the No. 2 Prior Holders are
collectively referred to herein as the Prior Holders and are set forth on
SCHEDULE 1 hereto.
E. The Company and the Prior Holders now wish to amend the Rights
Agreement, as amended, in order to grant equal registration rights to the
Purchasers and to make each of the Purchasers a party to the Rights
Agreement, as amended.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, the parties hereto agree to amend certain
provisions of the Rights Agreement as set forth below:
1. Section 1 of the Rights Agreement shall be amended to define
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the following terms as follows:
REGISTRABLE SHARES shall mean (i) all shares of New Common Stock
originally issued to or purchased in the future by TCW, (ii) all shares of
Common Stock issued to the Prior Holders pursuant to the Common Stock
Purchase Agreements dated February 21, 1996, and June 10, 1996, by and among
the Company and such Prior Holders, (iii) all shares of Common Stock issued
pursuant to the Purchase Agreement to the Purchasers, (iv) all Warrant Shares
issued upon exercise of the Warrants (as defined in the Purchase Agreement)
and (v) shares of Common Stock issuable upon exercise of warrants issued
pursuant to the Second Amended and Restated Loan Agreement dated August 6,
1997 (the "Loan Agreement") between the Company and TCW (including 470,455
shares of Common Stock issuable upon exercise of warrants issued to B III
Capital Partners as a participant under the Loan Agreement). As to any
particular Registrable Shares, such shares shall cease to be Registrable
Shares when (A) such shares shall have been transferred, new certificates for
such shares not bearing a legend restricting further transfer shall have been
delivered by the Company and subsequent disposition of such shares shall not
require registration or qualification under the Securities Act or any similar
state law then in force, or (B) such shares shall have ceased to be
outstanding.
2. Section 4(a) of the Rights Agreement, as amended, shall be
amended and restated in its entirety to provide as follows:
(a) The Company has registered the Registrable Shares, other
than those described in Sections 1(iii), (iv) and (v) and certain of those
described in Section 1(i) herein (collectively, the "UNREGISTERED REGISTRABLE
SHARES"), on Form S-3 (No. 333-3870) (the "INITIAL SHELF REGISTRATION"). The
Company will use its best efforts to include the Unregistered Registrable
Shares in the Initial Shelf Registration. If not included in the Initial
Shelf Registration within ninety (90) days after the Closing under the
Purchase Agreement, the Company will file a Subsequent Shelf Registration
within ninety (90) days after the Closing under the Purchase Agreement and
will use its best efforts to have such Subsequent Shelf Registration declared
effective by the SEC. The Company shall not permit any securities other than
the Registrable Shares to be included in the Initial Shelf Registration or
any Subsequent Shelf Registration. The Company shall use its best efforts to
keep the Initial Shelf Registration continuously effective under the
Securities Act until (i) all Registrable Shares covered by the Initial Shelf
Registration have been sold in the manner set forth and as contemplated in
the Initial Shelf Registration or (ii) a Subsequent Shelf Registration
covering all of the Registrable Shares has been declared effective under the
Securities Act and the Registrable Shares covered thereby have been sold in
the manner set forth and as contemplated in such Subsequent Shelf
Registration (the "EFFECTIVENESS PERIOD").
3. Except as amended hereby, the Rights Agreement dated November
30, 1994, as amended on February 21, 1996, and on June 10, 1996, remains in
full force and effect.
4. By their signatures hereto, each of the Purchasers becomes a
party to the
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Rights Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment Number 3 as of
the day and year first above written.
THE COMPANY:
AUREAL SEMICONDUCTOR INC.
By:
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Name:
Title:
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COUNTERPART SIGNATURE PAGE TO
AMENDMENT NUMBER 3 TO
REGISTRATION RIGHTS AGREEMENT
PRIOR HOLDERS:
By:
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Name:
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Title:
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COUNTERPART SIGNATURE PAGE TO
AMENDMENT NUMBER 3 TO
REGISTRATION RIGHTS AGREEMENT
PURCHASERS:
By:
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Name:
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Title:
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SCHEDULE I
Prior Holders:
TCW ENTITIES
TCW Special Credits Trust
TCW Special Credits Fund IIIb
TCW Special Credits Trust IIIb
The Board of Trustees of the Delaware State Employees Retirement Fund
APPALOOSA ACCOUNTS
Appaloosa Investment X.X.
Xxxxxxxx Investors III Inc.
Palomino Fund Ltd.
Pinto Investment LLC
Cerberus Partners, L.P.
Cerberus International
Ultra Cerberus
The Copernicus Fund, L.P.
The Galileo Fund, L.P.
IT Technologies Investment
Pequod Investments, L.P.
Senaca Capital
Oaktree Capital Management, LLC, as investment manager of Weyerhaeuser
Company Master Pension Trust, separate account
Xxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx
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