EXHIBIT 4.8
FIRST AMENDMENT TO
INVESTMENT AGREEMENT
This Amendment, dated as of February __, 2003 (the "Amendment"), to the
Investment Agreement, dated April 28, 2000 (the "Investment Agreement") is
entered into among iDine Rewards Network Inc. (formerly known as Transmedia
Network Inc.), a Delaware corporation (the "Company"), Minotaur Partners II,
L.P., an Illinois limited partnership ("▇▇ ▇▇"), ValueVision International Inc.,
a Minnesota corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank (each of the foregoing
parties, other than the Company, individually, an "Investor" and collectively,
the "Investors").
WHEREAS, simultaneously with the execution of this Amendment, the parties
hereto and Samstock, L.L.C. are terminating that certain Co-Sale and Voting
Agreement, dated as of April 28, 2000 (the "Co-Sale and Voting Agreement"),
among the Company, the Investors and Samstock, L.L.C.;
WHEREAS, the parties wish to amend the Investment Agreement to reflect the
termination of the Co-Sale and Voting Agreement and to make certain other
changes to the Investment Agreement;
NOW, THEREFORE, in consideration of the promises and the mutual agreements
contained herein, the parties hereto agree as follows:
1. All references to the Co-Sale and Voting Agreement contained in the
Investment Agreement are hereby deleted in their entirety.
2. Article IV of the Investment Agreement is hereby deleted in its entirety
and replaced by the phrase "Intentionally Omitted."
3. All references to Article IV contained in the Investment Agreement are
hereby deleted in their entirety.
4. Section 5.2(b) will not apply to any Minotaur Contracting Party.
5. In connection with the distribution of the Shares and Warrants to its
partners, ▇▇ ▇▇ may assign to its general partners, consistent with Section 5.8,
the right to require the Company to register Registrable Securities as provided
in Article V of the Investment Agreement.
6. Amendment of Section 7.2. Section 7.2 is hereby amended to read in its
entirety as follows:
"Section 7.2. Until they may be sold without compliance with subsections
(c), (d), (e), (f) and (h) of Rule 144 under the Act:
(a) Certificates representing any Shares or Warrant Shares shall contain a
legend in substantially the following form:
"The securities evidenced by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"), or applicable
state securities laws and may not be sold, transferred, assigned, offered,
pledged or otherwise disposed of unless (i) there is an effective
registration statement under such Act and such laws covering such
securities or (ii) such sale, transfer, assignment, offer, pledge or other
disposition is exempt from the registration and prospectus delivery
requirements of such Act and such laws."
(b) Each Warrant shall contain a legend in substantially the form indicated
on the form of Warrant attached as Exhibit A to the Stock Purchase and Sale
Agreement, dated as of April 28, 2000, among the Company and the Investors."
7. Pursuant to Section 7.4, ▇▇ ▇▇, prior to transferring any Shares or
Warrant Shares or Warrants, will cause each Minotaur Investor to whom such
Shares or Warrant Shares or Warrants are to be transferred, to execute and
deliver to the Company a Joinder Agreement in the form attached hereto as Annex
A.
8. In connection with any sale in the public markets of Shares or Warrant
Shares by a Minotaur Contracting Party to any purchaser who is not a Minotaur
Investor or otherwise a party to the Investment Agreement, such purchaser shall
not be deemed to be an assignee under the Investment Agreement and shall not
have any rights or assume any obligations thereunder, and shall not be obligated
to sign a Joinder Agreement.
9. Except as amended herein, the Investment Agreement shall remain in full
force and effect.
10. ▇▇ ▇▇ has delivered to the Company the resignation of its designee to
the Board of Directors which becomes effective as of the effective date of the
Amendment, and ▇▇ ▇▇ shall have no further right to designate a Director to
serve on the Board of Directors of the Company.
11. The Amendment shall become effective on February __, 2003.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
as of the date first written above.
IDINE REWARDS NETWORK INC.
By:______________________________________
Name:
Title:
MINOTAUR PARTNERS II, L.P.
By:______________________________________
Name:
Title:
VALUEVISION INTERNATIONAL INC.
By:______________________________________
Name:
Title:
_________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇▇▇▇ Bank
Annex A
Joinder Agreement
iDine Rewards Network Inc.
Minotaur Partners II, L.P.
ValueVision International Inc.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Bank
Re: Investment Agreement, dated as of April 28, 2000, as amended by the First
Amendment to Investment Agreement, dated as of January __, 2003, (the
"Agreement"), among iDine Rewards Network Inc. (the "Company"), Minotaur
Partners II, L.P. ("▇▇ ▇▇"), ValueVision International Inc., ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Bank
Ladies and Gentlemen:
Pursuant to Section 7.4 of the above-referenced Agreement the
undersigned, as a transferee from ▇▇ ▇▇ of Shares of Common Stock and/or
Warrants of the Company, agrees to be legally bound by the Agreement to the same
extent as if he had signed the Agreement as an original signatory as a Minotaur
Investor.
Executed as of the ____ day of _____________ , 2003.
Very Truly Yours,
____________________
Name: