EXHIBIT 4.2
TVN ENTERTAINMENT CORPORATION
AMENDMENT TO
SECURITYHOLDERS AGREEMENT
-------------------------
December 19, 1997
PRINCES GATE INVESTORS II, L.P.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
XXXXXX PARTNERS, L.P.
0 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
WENONAH DEVELOPMENT CORP.
c/o Xxxxxx Xxxxxx & Riendel
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
XXXXXX X. XXXX AND XXXXXX XXXX FAMILY TRUST
c/o Fitzgeralds Gaming Corp.
000 Xxxxxxx Xxxxxx
Xxx Xxxxx, XX 00000
PG INVESTORS II, INC., AS AGENT
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Securityholders Agreement dated August 29,
1997 (the "Securityholders Agreement") among TVN Entertainment Corporation, a
Delaware corporation (the "Issuer"), Princes Gate Investors, II, L.P., a
Delaware limited partnership, as purchaser (the "Purchaser"), Xxxxxx Partners,
L.P., Wenonah Development Corp., Xxxxxx X. Xxxx and Xxxxxx Xxxx Family Trust and
PG Investors II, Inc., a Delaware corporation, as agent (the "Agent") for the
Holders of PGI Stock. Capitalized terms not defined herein are used herein as
defined in the Securityholders Agreement.
The undersigned agree with the Purchaser as follows:
1 The second paragraph of the Securityholders Agreement is hereby
amended and restated to read as follows:
"WHEREAS, the Issuer and the Purchaser have entered into the
Securities Purchase Agreement (as defined below) pursuant to which the
Purchaser has agreed to purchase shares of Series B Stock (as defined
below) in accordance with the terms thereof; and"
2 Section 1.1. Definitions. (i) Paragraph (a) of Section 1.01 of
------------------------
the Securities Purchase Agreement is hereby amended by deleting the definition
of "Qualified Stock" and paragraph (b) thereof is hereby amended by deleting the
definitions of "First Period" and "Second Period."
(ii) Paragraph (a) of Section 1.01 of the Securities Purchase
Agreement is further amended by deleting and replacing the definitions of
"Certificate of Designations" and "Securities Purchase Agreement" as follows:
"`Certificate of Designations' means the Certificate of Voting Powers,
Designations, Preferences and Relative, Participating, Optional or
other Special Rights and Qualifications, Limitations and Restrictions
Thereof of the Series B Convertible Preferred Stock of the Issuer, as
amended."
"`Securities Purchase Agreement' means the Securities Purchase
Agreement dated as of the date hereof by and between the Issuer and
the Purchaser, as amended."
3 Section 4.6. Qualified Stock. Section 4.6 of the
-----------------------------
Securityholders Agreement is hereby deleted in its entirety.
4 Each Xxxxxx Holder, severally and not jointly, represents,
warrants and agrees with each other party hereto that (i) such Xxxxxx Holder has
received a copy of the Amendment to the Certificate of Designations dated the
date hereof and the Amendment to the Securities Purchase Agreement dated the
date hereof and (ii) such Xxxxxx Holder does not have any right to any
adjustment to the Conversion Ratio (as defined in the Certificate of
Designations) applicable to such Xxxxxx Holder's Series B2 Stock, or any other
right to receive any equity security, by virtue of the transactions effectuated
by such documents.
If the foregoing correctly sets forth the agreement among the parties
hereto, please indicate your acceptance in the space provided for that purpose
below.
Very truly yours,
TVN ENTERTAINMENT CORPORATION
By /s/ Xxxxxx Xxxxxx
---------------------------
Xxxxxx Xxxxxx
Senior Executive Vice President
Accepted:
PRINCES GATE INVESTORS II, L.P.
By /s/ Xxxxx Xxxxxx
---------------------------
XXXXXX PARTNERS, L.P.
By /s/ Xxxxxx X. Xxxxxx
---------------------------
Managing Partner
WENONAH DEVELOPMENT CORP.
By /s/ Xxxxxxxx X. Xxxxxx
---------------------------
President
XXXXXX X. XXXX AND XXXXXX XXXX FAMILY TRUST
By /s/ Xxxxxx X. Xxxx
---------------------------
Trustee
PG INVESTORS II, INC., AS AGENT
By /s/ Xxxxx Xxxxxx
---------------------------
