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EXHIBIT 10.37
Exhibit D
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT NO. 1 dated as of September 30, 1996 to the
REGISTRATION RIGHTS AGREEMENT, dated March 29, 1996 among AURORA ELECTRONICS,
INC., a Delaware corporation (the "Company"), and the parties listed on Schedule
I thereto (collectively, the "Purchasers").
WHEREAS, the Company and two of the Purchasers, Welsh, Carson,
Xxxxxxxx & Xxxxx VII, L.P. ("WCAS VII") and WCAS Capital Partners II, L.P.
("WCAS XX XX"), have entered into a Financial Support Agreement dated as of the
date hereof (the "Financial Support Agreement"), pursuant to which, upon the
terms and subject to the conditions contained therein, the Company has agreed to
issue and deliver to WCAS VII and WCAS XX XX warrants to purchase up to the
aggregate number of shares of Common Stock, $.03 par value, of the Company (the
"Warrants") calculated in the manner set forth therein;
WHEREAS, in consideration of the additional investment being
made by WCAS VII and WCAS XX XX and in order to induce them to consummate the
transactions contemplated by the Financial Support Agreement, the Company and
the Purchasers desire to amend the terms of the Registration Rights Agreement to
provide WCAS VII and WCAS XX XX with registration rights with respect to the
Common Stock issuable upon exercise of the Warrants; and
WHEREAS the Purchasers signatory hereto are the holders of not
less than a majority of the Restricted Stock (as defined in the Registration
Rights Agreement) currently outstanding, as required by Section 13(d) of the
Registration Rights Agreement;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained and for certain other good and valuable
consideration the sufficiency and receipt of which is hereby acknowledged, the
parties hereby agree as follows:
SECTION 1. Amendment to Introductory Paragraph.
The introductory paragraph of the Registration Rights Agreement
is hereby amended and restated in its entirety to read as fol-
lows:
"This will confirm that (1) with respect to the several
individuals and entities named as Purchasers in the Securities Purchase
Agreement dated as of February 21, 1996, as amended (the "Purchase
Agreement"), among Aurora Electron-
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ics, Inc., a Delaware corporation (the "Company"), Welsh, Carson,
Xxxxxxxx & Xxxxx VII, L.P., a Delaware limited partnership ("WCAS
VII"), WCAS Capital Partners II, L.P., a Delaware limited partnership
("WCAS XX XX"), and the several persons named therein, in consideration
of (i) the purchase by WCAS VII and the several persons (other than
WCAS XX XX) named in Schedule I hereto (collectively, "the Preferred
Share Purchasers") from the Company of 400,000 shares (the "Preferred
Shares") of Convertible Preferred Stock, $.01 par value ("Convertible
Preferred Stock"), of the Company, and (ii) the purchase by WCAS XX XX
of (x) the Company's 10% Senior Subordinated Note due September 30,
2001, in the principal amount of $10,000,000, and (y) 607,211 shares
(the "Common Shares") of Common Stock, $.03 par value ("Common Stock"),
of the Company, all on the terms and subject to the conditions set
forth in the Purchase Agreement, and as an inducement to the Purchasers
to consummate the transactions contemplated by the Purchase Agreement,
and (2) with respect to each of WCAS VII and WCAS XX XX, in
consideration of the additional financial risk that each of them is
assuming by virtue of the issuance of the "Guarantees" (as defined in
the Financial Support Agreement dated as of the date hereof among the
Company, Aurora Electronics Group, Inc., WCAS VII and WCAS XX XX (the
"Financial Support Agreement"), and as an inducement to WCAS VII and
WCAS XX XX to consummate the transactions contemplated by the Financial
Support Agreement, the Company hereby covenants and agrees with each of
you, and with each subsequent holder of Restricted Stock (as defined
herein) as follows:"
SECTION 2. Amendment to Section 2. Section 2 is
hereby amended and restated to read in its entirety as follows:
"Each certificate representing the Common Shares, each
certificate representing the Preferred Shares, each certificate
representing the Conversion Shares, each certificate representing
shares of Common Stock issued upon exercise of the warrants issued
pursuant to the Financial Support Agreement (the "Warrants") and each
certificate issued upon exchange, adjustment or transfer of any of the
foregoing, other than in a public sale or as otherwise permitted by the
last paragraph of Section 3 hereof, shall be stamped or otherwise
imprinted with a legend substantially in the following form:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE
BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE."
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SECTION 3. Amendment to Section 4(a). The following proviso
shall be added to the end of the first sentence of Section 4(a):
"; and provided, further, however, that, in any underwritten public
offering contemplated by Section 4, 5 or 6 hereof, the holders of
Warrants shall be entitled to sell such Warrants to the underwriters
for exercise and the sale of the shares of Common Stock issued upon
such exercise."
SECTION 4. Miscellaneous.
(a) The Registration Rights Agreement, as amended by this
Amendment, is hereby in all respects confirmed.
(b) This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to
its conflicts of law rules.
(c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 to Registration Rights Agreement as of the date first above written.
AURORA ELECTRONICS, INC.
By_____________________________
THE PURCHASERS:
WELSH, CARSON, XXXXXXXX & XXXXX VII, L.P.
By WCAS VII Partners, L.P., General Partner
By:________________________________________
WCAS CAPITAL PARTNERS II, L.P.
By WCAS XX XX Partners, General Partner
By:________________________________________
WCAS INFORMATION PARTNERS, L.P.
By:________________________________________
THE XXXXXX XXXX TRUST
By:________________________________________
Trustee
___________________________________________
Xxx X. Xxxxxx
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CHEMICAL EQUITY ASSOCIATES,
A California Limited Partnership
By Chemical Venture Partners,
General Partner
By:_____________________________
________________________________
Xxxxx X. Xxxxxxxx
________________________________
Xxxxxxx X. Xxxxxx
________________________________
Xxxxxxx X. xx Xxxxxx
________________________________
Xxxxx X. Xxxxxx
________________________________
Xxxxxx X. XxXxxxxxx
________________________________
Xxxxxx X. Xxxxxxxxx
________________________________
Xxxxxx X. Xxxx
________________________________
Xxxx X. Xxxxxxx
________________________________
Xxxxxxx X. Xxxxx
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________________________________
Xxxxx X. XxxXxxxx
________________________________
Xxxxxxx X. Xxxxx
