EXHIBIT 99.22
FIRST AMENDMENT
TO
REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION AND PREEMPTIVE RIGHTS AGREEMENT
("First Amendment") dated March 18, 1998 is entered into between Harrah's
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Interactive Investment Company, a Nevada corporation ("HIIC"), and Interactive
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Entertainment Limited, a Bermuda exempted company (f/k/a Sky Games International
Ltd., the "Company").
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R E C I T A L S:
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WHEREAS, HIIC and the Company are parties to a Registration and Preemptive
Rights Agreement dated as of June 17, 1997 (the "Agreement"), which, prior to
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the effectiveness of this First Amendment, is referred to herein as the
"Original Agreement."
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WHEREAS, HIIC has agreed with the Company not to exercise its right
pursuant to Section 3(a) of the Agreement to include Registrable Securities in
the Registration Statement on Form S-3 which the Company currently intends to
file with the Securities and Exchange Commission in the near future (the
"Anticipated Registration") in exchange for the Company agreeing to grant HIIC
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and its Affiliates one additional right to require the Company to register
Registrable Securities under the Securities Act on behalf of HIIC and its
Affiliates under certain circumstances.
WHEREAS, the parties desire to amend the Agreement to reflect and embody
the foregoing agreement.
A G R E E M E N T:
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Therefore, for good and valuable consideration the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Incorporation of Recitals. The foregoing recitals are incorporated
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herein by reference and made a part hereof.
2. Definitions. Capitalized terms not otherwise defined herein have the
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meanings assigned to such terms in the Original Agreement.
3. Amendment of Section 1. Section 1 of the Agreement is hereby amended
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by inserting the following:
(a) immediately after subsection (o) and immediately before subsection
(p):
"(o)(i) the term 'Inaugural Date' means the date on
which actual gaming on Inflight Games (as defined in the SIA License)
takes place on the first Aircraft (as defined in the SIA License)
installed with the System (as defined in the SIA License), whether or
not the Acceptance Date (as defined in the SIA License) or the Trial
Commencement Date (as defined in the SIA License) has occurred;" and
(b) immediately after subsection (cc) and immediately before
subsection (dd):
"(cc)(i) the term 'SIA License' means the Software
License and Software Services Agreement dated November 7, 1995 between
Interactive Entertainment Limited and Singapore Airlines Limited;
(cc)(ii) the term 'Special Demand Registration' shall
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have the meaning assigned thereto in Section 2(f) of this Agreement;".
4. Amendment of Section 2. Section 2 of the Agreement is hereby amended
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by:
(a) deleting subsection (b) in its entirety and replacing it with the
following:
"(b) Number of Demand Registrations. HIIC and its
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Affiliates shall be entitled to three (3) Demand Registrations, one
(1) of which shall be a Special Demand Registration."; and
(b) adding a new subsection (f) to the end thereto immediately after
subsection (e) as follows:
"(f) Special Demand Registration. The Company agrees
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that HIIC and its Affiliates shall have one (1) Demand Registration
which may be exercised by a Demand at any time during the one hundred
eighty (180) day period beginning on the first (1st) day after
conclusion of the sixty (60) day period commencing on the Inaugural
Date (such 60-day period, the "Initial Roll-Out Period") for a firmly
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underwritten offering at a price acceptable to HIIC, in its sole
discretion, with an underwriter selected by HIIC and reasonably
acceptable to the Company (the "Special Demand Registration"). The
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Company shall not file a registration statement within the Initial
Roll-Out Period to register sales on its own behalf. In the event the
Special Demand Registration is not exercised within such one hundred
eighty (180) day period, the right shall automatically expire. HIIC
and its Affiliates may specify that all or any of their Registrable
Securities (but in no event less than the number of shares which would
reduce HIIC's and its Affiliates' holdings, in the aggregate, to not
more than 19.9% of the shares on an issued and outstanding basis) be
registered pursuant to such Special Demand Registration. The
restrictions on Demand Registrations contained in Section 2(d) of this
Agreement shall not be applicable to a Special Demand Registration."
5. Amendments to Section 13. Section 13 of the Agreement is hereby
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amended by inserting the following immediately after subsection (j) at the end
thereof:
"(k) Agreement to Cause Directors to Resign. Upon the
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consummation of any disposition of Voting Shares owned by HIIC or its
Affiliates, either pursuant to a public sale or to a private buyer,
HIIC shall cause all or such number of its designees on the Board of
Directors of the Company to resign so that it shall only have such
number of designees as it would then be entitled to elect pursuant to
the bye-laws of the Company given its ownership of Voting Shares after
such transaction.
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(l) Agreement to Assist Private Sale. Upon receipt of
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written notice from HIIC at any time during the one hundred eighty (180)
day period beginning on the sixty-first (61st) day after the Inaugural
Date, the Company shall use its best efforts to locate a buyer, in a
private sale at a price acceptable to HIIC, in its sole discretion, for not
less than all of HIIC's and its Affiliates holdings in the Company. The
parties acknowledge HIIC may also locate a buyer for such amount of shares,
and the Company shall offer, in either instance, to such potential buyers
in a private sale, Board representation and registration rights
substantially similar to those HIIC and its Affiliates have with respect to
the Company in such a manner as does not require the approval of the
shareholders of the Company. The exercise of the right pursuant to this
Section 13(l) and the right pursuant to Section 2(f) shall be mutually
exclusive and the exercise of either right shall automatically terminate
the ability to exercise the other right."
6. Waiver of Right to Piggyback. HIIC hereby irrevocably waives its
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rights pursuant to Section 3 of the Agreement with respect to the Anticipated
Registration and shall cause all of its Affiliates to waive such rights with
respect to the Anticipated Registration.
7. Effect of First Amendment.
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(a) Upon the execution of this First Amendment, each reference in the
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of
similar import shall mean and be a reference to the Agreement as amended hereby,
and each reference to the Agreement in any other document, instrument or
agreement shall mean and be a reference to the Agreement as amended hereby.
(b) Except as specifically amended hereby, the Agreement shall remain
in full force and effect and is hereby ratified and confirmed.
(c) The First Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this First Amendment on the
date first above written.
INTERACTIVE ENTERTAINMENT LIMITED
By: /s/ David Lamm
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Its: Chief Financial Officer
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HARRAH'S INTERACTIVE INVESTMENT COMPANY
By: /s/ John Boushy
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Its: Vice President
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