Exhibit 10.1(f)
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of
August 29, 1997 and is made and entered into by and among the undersigned
parties (this "Amendment").
Recitals
All of the undersigned parties, except Pulitzer Publishing Company
(the "New Investor"), are the parties to a certain Registration Rights
Agreement, dated as of September 25, 1996 (the "Registration Rights Agreement"),
relating to Mentus Media Corp., a Delaware corporation formerly named The Mentus
Group, Inc. (the "Company").
Pursuant to one or more Stock Purchase Agreements, dated as of the
date hereof, the Company is selling to certain purchasers, including the New
Investor, shares of the Series C Senior Cumulative Compounding Convertible
Redeemable Preferred Stock, par value $1.00 per share, of the Company.
Such purchasers have advised the Company that the conditions to
their willingness to purchase such shares include the admission of the New
Investors as parties to and certain amendments of the Registration Rights
Agreement.
Therefore, in order to induce each such purchaser to purchase such
shares to be purchased by it, and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1. Certain Defined Terms. Unless otherwise expressly defined
in this Amendment, capitalized terms used in this Amendment have the respective
meanings assigned to them in the Registration Rights Agreement.
Section 2. Amendments to the Registration Rights Agreement. The
undersigned parties who are parties to the Registration Rights Agreement hereby
agree that, effective as of the date hereof, the Registration Rights Agreement
is hereby amended as follows:
(a) The definition of "Initial Investors" in Section 1.1 of the
Registration Rights Agreement is hereby amended to read in its entirety as
follows:
"'Initial Investors' means each of the entities named in the
first paragraph of this Agreement as an 'Initial Investor' and the
New Investor."
(b) The definition of "Registrable Shares" in Section 1.1 of the
Registration Rights Agreement is amended by substituting "Senior" for the word
and letter "Series B" in each place such word and letter appear in such
definition.
(c) Clause (ii) of the definition of "Registrable Shares" in Section
1.1 of the Registration Rights Agreement is amended by substituting the term
"Initial Shareholder" for the term "Investor" in each of the two places it
appears in such clause.
(d) Section 1.1 of the Registration Rights Agreement is hereby
further amended by adding thereto, in the proper alphabetical order, the
following additional defined terms:
"Co-Investment Agreement" means a stock purchase agreement
pursuant to which Lazard, Freres & Co., any of its Affiliates or one
or more other Persons designated by it and reasonably acceptable to
the Company (collectively, "Lazard") acquires shares of the Series C
Preferred Stock after the date of the closing under the Series C
Purchase Agreement and that is substantially in the form of the
Series C Purchase Agreement and provides for the purchase and sale
of such number of shares of Series C Preferred Stock for such price,
at such time and on such terms and conditions as may be approved by
a majority of the Board of Directors of the Company, which majority
includes the Series B Director, in each case as the same may be
amended from time to time in accordance with its terms and with the
prior written consent of the Majority Investors.
"New Investor" means Pulitzer Publishing Company.
"Senior Stock" means the Series B Preferred Stock or the
Series C Preferred Stock.
"Series C Preferred Stock" means the Series C Senior
Cumulative Compounding Convertible Redeemable Preferred Stock, par
value $1.00 per share, of the Company.
"Series C Purchase Agreement" means that certain Stock
Purchase Agreement among the Company, the original Initial Investors
and the New Investor pursuant to which such original Initial
Investors and the New Investor originally acquired shares of Series
C Preferred Stock, as the same may be amended from time to time in
accordance with its terms.
(e) The last sentence of Section 3.2(b) of the Registration Rights
Agreement is amended by substituting "Piggyback" for the word "Incidental"
appearing in such Section.
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(f) Section 5.1 of the Registration Rights Agreement is amended by
(i) deleting therefrom the clause "Except as provided in the last sentence of
this Section 5.1," and (ii) capitalizing the first letter of the word "all"
appearing immediately after such deleted clause.
Section 3. Admission of New Investor as Party to the Registration
Rights Agreement. The New Investor hereby agrees to become, effective as of the
date hereof, a party to and a "New Investor," an "Initial Investor" and an
"Investor" under the Registration Rights Agreement, as amended pursuant to
Section 2 hereof, and to be bound by the terms and provisions thereof. Each of
the other parties hereto consents and agrees that, effective as of the date
hereof, the New Investor shall be a party to and a "New Investor," an "Initial
Investor" and an "Investor" under the Registration Rights Agreement, as amended
pursuant to Section 2 hereof, and all shares of Common Stock which are issued or
are or shall become issuable upon conversion of any shares of Series C Preferred
Stock (as defined under Section 2(d) hereof) now owned or hereafter acquired by
any Investor shall be "Registrable Shares" thereunder.
Section 4. Admission of Other Parties to the Registration Rights
Agreement. Each of the individuals named on Schedule 1 to this First Amendment
has, pursuant to one or more separate instruments, agreed to become, effective
as of the date hereof, a party to and an "Initial Shareholder" under the
Registration Rights Agreement, as amended pursuant to Section 2 hereof, and to
be bound by the terms and provisions thereof. Each of the other parties hereto
consents and agrees that, effective as of the date hereof, each of such
individuals shall be a party to and an "Initial Shareholder" under the
Registration Rights Agreement, as amended pursuant to Section 2 hereof.
Section 5. Subsequent Purchase of Series C Shares. The parties
anticipate that the Company will enter into a stock purchase agreement pursuant
to which Lazard (as defined under Section 2(d) above) acquires shares of the
Series C Preferred Stock after the date hereof. In the event that such
acquisition occurs pursuant to a stock purchase agreement that qualifies as a
Co-Investment Agreement (as such term is defined under Section 2(d) of this
First Amendment), the parties agree as follows:
(i) Lazard may become a party to, and an "Initial Investor"
and an "Investor" under the Registration Rights Agreement, as
amended, by executing and delivering to the Company and each of the
other parties to the Registration Rights Agreement, an instrument
pursuant to which Lazard agrees to be a party thereto and an
"Initial Investor" and an "Investor" under the Registration Rights
Agreement, as amended, without the necessity of any consent or
action by the parties hereto.
(ii) All shares of Common Stock which are issued or are or
shall become issuable upon conversion of any shares of Series C
Preferred Stock purchased pursuant to such agreement or thereafter
acquired by Lazard shall be "Registrable Shares" under the
Registration Rights Agreement.
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(iii) If Lazard so agrees to become a party to the
Registration Rights Agreement, then the Registration Rights
Agreement shall be deemed to be amended, without further action by
the parties, to add Lazard as an "Initial Investor" and an
"Investor" under the Registration Rights Agreement.
Section 6. Reaffirmation. The undersigned parties hereby acknowledge
that the Stockholders' Agreement, as amended hereby, remains in full force and
effect and is hereby ratified and confirmed.
[Signature pages follow]
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IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this First Amendment to Registration Rights Agreement as of the date first above
written.
MENTUS MEDIA CORP.
By:______________________________________
Name:
Title:
21ST CENTURY COMMUNICATIONS
PARTNERS, L.P.
By:SANDLER INVESTMENT PARTNERS,
L.P., General Partner
By:SANDLER CAPITAL MANAGEMENT,
General Partner
By:MJM MEDIA CORP., General Partner
By:______________________________________
Michael J. Marocco
President
21ST CENTURY COMMUNICATIONS
T-E PARTNERS, L.P.
By:SANDLER INVESTMENT PARTNERS,
L.P., General Partner
By:SANDLER CAPITAL MANAGEMENT,
General Partner
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By:MJM MEDIA CORP., General Partner
By:______________________________________
Michael J. Marocco
President
21ST CENTURY COMMUNICATIONS
FOREIGN PARTNERS, L.P.
By:SANDLER INVESTMENT PARTNERS,
L.P., General Partner
By:SANDLER CAPITAL MANAGEMENT,
General Partner
By:MJM MEDIA CORP., a General Partner
By:______________________________________
Michael J. Marocco
President
PULITZER PUBLISHING COMPANY
By:______________________________________
Name:
Title:
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SCHEDULE 1
Timothy P. Hartman
James P. Sheehan
James Stone
David Voelker
George Voelker
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