EXHIBIT 10.1
AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1, dated ____________, 1998, (the "Amended Agreement") to the
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of September 4, 1997,
by and among NATIONAL MEDIA CORPORATION, a corporation organized under the laws
of the State of Delaware, with headquarters located at Eleven Penn Center, 0000
Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (the "Company"), X-X
HOLDING CORP., a corporation organized under the laws of the State of Delaware,
and the undersigned (together with affiliates, the "Initial Investors").
In consideration of the premises and the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Initial Investors hereby agree that
the Agreement be amended as follows:
1. The recitals to the Agreement are amended in their entirety to read as
follows:
"WHEREAS:
"A. In connection with the Securities Purchase Agreement dated
September 4, 1997 by and between the Company and the Initial Investors
(the "Securities Purchase Agreement"), the Company issued to the
Initial Investors (i) shares of its Series C Convertible Preferred
Stock (the "C Preferred Stock") that are convertible into shares of
the Company's common stock, par value $.01 per share (the "Common
Stock"), upon the terms and subject to the limitations and conditions
set forth in the Certificate of Designations, Rights and Preferences
with respect to such C Preferred Stock (the "C Certificate of
Designation") and (ii) warrants (the "Warrants") to acquire shares of
Common Stock;
"B. In connection with the Redemption and Consent Agreement
dated as of January 5, 1998, among the Company, the Initial Investors
and ValueVision International, Inc. (the "Redemption and Consent
Agreement"), the Company has issued to the Initial Investors, in
exchange for the C Preferred Stock, newly issued shares of its
Series D Convertible Preferred Stock (the "Preferred Stock") that are
also convertible into shares of the Company's Common Stock, upon the
terms and subject to the limitations and conditions set forth in the
Certificate of Designations, Rights and Preferences with respect to
such Preferred Stock (the "Certificate of Designation") and (ii)
warrants (the "New Warrants") to acquire shares of Common Stock. The
Warrants and the New Warrants are collectively referred to herein as
the "Warrants".
"C. To induce the Initial Investors to execute and deliver the
Redemption and Consent Agreement, the Company has agreed to extend the
registration rights provided in the Agreement to the Common Stock
issuable upon conversion of the Preferred Stock and upon the exercise
of the New Warrants."
"D. X-X Holdings Corp. is being made a party hereto for the
purpose of assuming the obligations of the Company under the Agreement
and this Amended Agreement following the Closing of the Merger (as
defined below)."
2. The term "Common Stock" shall have the meaning set forth above in the
Recitals, provided that upon the closing of the merger (the "Merger") between
the Company and ValueVision International, Inc. pursuant to the Agreement and
Plan of Reorganization and Merger dated January 5, 1998, "Common Stock" shall
thereafter mean the "common stock, par value $.01 per share of X-X Holdings
Corp., a Delaware corporation."
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The term "Company" shall have the meaning set forth above in the
Preamble, provided that upon the closing of the Merger, "Company" shall
thereafter mean X-X Holdings Corp.
3. Paragraph 1.a(iii) of the Agreement is hereby amended to read in its
entirety as follows:
"(iii) "Registrable Securities" means shares of Common Stock
issuable upon the conversion of the Preferred Stock (the "Conversion
Shares") and the shares of Common Stock issuable upon exercise of the
Warrants and the New Warrants (collectively the "Warrant Shares")
(including any Conversion Shares issuable with respect to Conversion
Default Payments under the Certificate of Designation or in redemption
of the Preferred Stock and any Warrant Shares issuable with respect to
Exercise Default Payments under the Warrants) and any shares of
capital stock issued or issuable, from time to time (with any
adjustments), as a distribution on or in exchange for or otherwise
with respect to any of the foregoing; provided that upon the
redemption of all of the Preferred Stock by the Company at the closing
of the Merger, the term "Registrable Securities" shall thereafter not
include any Conversion Shares."
4. The first five lines of paragraph 2.(a) of the Agreement are amended
in their entirety to read as follows:
"(a) Mandatory Registration. The Company has prepared and filed
with the SEC on a timely basis Registration Statements on Form S-3,
each of which has become effective covering the resale of at least
7,000,000 Registrable. . ."
5. The first six lines of paragraph 2.b are amended in their entirety to
read as follows:
"(b) Payments by the Company. If, after the Registration
Statement has been declared effective by the SEC, sales of all the
Registrable. . ."
6. The last sentence of paragraph 3.c is hereby deleted.
7. The first four lines of paragraph 4.a are amended in their entirety to
read as follows:
"The Company shall keep the Registration Statement referred to in
Section 2(a) effective pursuant to Rule 415 at all. . ."
8. Section 12.e of the Agreement is amended in its entirety to read as
follows:
"This Amended Agreement, the Agreement, the Securities Purchase
Agreement, the Redemption and Consent Agreement, the Warrants and the
New Warrants (including all schedules and exhibits thereto) constitute
the entire agreement among the parties hereto with respect to the
subject matter hereof and thereof. This Agreement, the Amended
Agreement, the Securities Purchase Agreement, the Redemption and
Consent Agreement, the Warrants and the New Warrants supersede all
prior agreements and understandings among the parties hereto with
respect to the subject matter hereof and thereof."
9. The undersigned parties hereby agree that any provisions in the
Agreement that relate to any failure or delay by the Company in preparing and
filing with the SEC a registration statement covering the Registrable Securities
or to have such Registration Statement declared effective (but not the
provisions relating to maintaining the effectiveness of the Registration
Statement) shall be deemed to be inapplicable as a result of the filing and
effectiveness of the Registration Statement described in Section 2(a) of the
Agreement, as amended. The undersigned parties hereby further agree that
notwithstanding anything to the contrary in the Agreement or in this Amended
Agreement, the Initial Investors hereby consent to and waive any claims,
benefits or rights with respect to, the failure of the Company to have a
Registration Statement covering the Registrable Shares effective during the 120
days following the closing of the Merger; provided, however, that such consent
and waiver are contingent upon a Registration Statement being filed by the
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Company with the SEC within thirty days after the closing of the Merger, and
being declared effective by the SEC within one hundred twenty days after the
closing of the Merger.
10. To the extent that there are any inconsistent provisions between this
Amended Agreement and the Agreement, the terms of the Amended Agreement shall
control, and such inconsistent provision in the Agreement is hereby superseded
by the Amended Agreement. In all other respects, the Agreement is hereby
confirmed and, as amended hereby, remains in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Amended Agreement to be
duly executed as of the date first above written.
NATIONAL MEDIA CORPORATION X-X HOLDINGS CORP.
By:_______________________ By:_______________________
Name:_____________________ Name:_____________________
Its:______________________ Its:______________________
INITIAL INVESTORS:
CAPITAL VENTURES INTERNATIONAL RGC INTERNATIONAL INVESTORS, LDC
By: Heights Capital Management, By: Xxxx Xxxx Capital Management, L.P.
its authorized agent Investment Manager
By:_______________________ By: RGC General Partner Corp.,
Name:_____________________ General Partner
Its:______________________
By:______________________
Name:____________________
Its:_____________________
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