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EXHIBIT 4.5
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT No. 1 TO REGISTRATION RIGHTS AGREEMENT (the "Amendment")
dated as of May 31, 2000, is entered into by and among The viaLink Company, a
Delaware corporation (the "Company"), and AGE Investments, Inc., a Delaware
corporation ("AGE"). Capitalized terms used but not defined herein shall have
the respective meanings assigned to them in that certain Registration Rights
Agreement dated as of March 24, 2000 by and between the Company and AGE (the
"Registration Rights Agreement").
I N T R O D U C T I O N
WHEREAS, the Company and AGE are parties to the Registration Rights
Agreement and desire to amend such agreement to provide that certain shares of
the capital stock of the Company acquired by AGE subsequent to the execution
date of the Registration Rights Agreement shall become subject to the
Registration Rights Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing premises and for
certain other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Amendment to Registration Rights Agreement. The Registration Rights
Agreement shall be amended by replacing in their entirety Recitals A, B and C
with the following:
A. The Company and certain of its investors, are parties to a
Securities Purchase Agreement, dated March 22, 2000 (the "March Purchase
Agreement"), and a Securities Purchase Agreement dated as of May 31, 2000
(the "May Purchase Agreement") providing, among other things, for such
investors' acquisition of shares of Common Stock, par value $0.001 per
share, of the Company and warrants to purchase shares of Common Stock of the
Company.
B. The Company and A.G. Edwards & Sons, Inc. ("AG Edwards") are parties
to an Engagement Letter, dated February 25, 2000 (the "February Letter") and
a Engagement Letter dated April 27, 2000 (the "April Letter"), providing,
among other things, for the issuance to AG Edwards of Warrants (each, a
"Warrant" and collectively, the "Warrants") to purchase shares of the
Company's Common Stock (the "Shares"). Any reference herein to an individual
Warrant shall encompass all Warrants.
C. AG Edwards, pursuant to the February Letter, has located, on behalf
of the Company, Millennium Partners, L.P., who is one of the investors party
to the March Purchase Agreement and, pursuant to the April Letter, has
located, on behalf of the Company, RGC International Investors, LDC, who is
the investor party to the May Purchase Agreement (collectively, the
"Services").
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2. Counterparts. This Amendment may be executed in multiple
counterparts, each of which when so executed and delivered shall be an
original, but all of such counterparts together shall constitute one and the
same instrument.
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IN WITNESS WHEREOF, the Company and the Holder have executed this
Amendment No. 1 to Registration Rights Agreement as of the date first written
above.
COMPANY:
THE VIALINK COMPANY
By: /s/ J. Andrew Kerner
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J. Andrew Kerner
Senior Vice President of Finance and
Chief Financial Officer
HOLDER:
AGE INVESTMENTS, INC.
By: /s/ Robert L. Proost
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Name: Robert L. Proost
Title: Sole Director
Executed in St. Clair County, IL
