-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NkzZBlR0zVRULB1mfQoNFjP6FKd4dGgD4/h9KQNnzifIBJNyMyEqpoUBJ7/yAkIA 6QeEEAIClLaQ7zBkCf217Q== 0000950137-98-000869.txt : 19980305 0000950137-98-000869.hdr.sgml : 19980305 ACCESSION NUMBER: 0000950137-98-000869 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980304 SROS: NONE GROUP MEMBERS: EGI-TRANSMEDIA INVESTORS, L.L.C. GROUP MEMBERS: HALMOSTOCK LIMITED PARTNERSHIP GROUP MEMBERS: SAMSTOCK LLC GROUP MEMBERS: SAMSTOCK, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSMEDIA NETWORK INC /DE/ CENTRAL INDEX KEY: 0000078536 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 846028875 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35249 FILM NUMBER: 98557513 BUSINESS ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: STE 460 CITY: MIAMI STATE: FL ZIP: 33181 BUSINESS PHONE: 3058923300 MAIL ADDRESS: STREET 1: 11900 BISCAYNE BLVD STREET 2: SUITE 460 CITY: MIAMI STATE: FL ZIP: 33181 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK AMERICAN CORP DATE OF NAME CHANGE: 19840912 FORMER COMPANY: FORMER CONFORMED NAME: PIKES PEAK TURF CLUB INC DATE OF NAME CHANGE: 19740728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSTOCK LLC CENTRAL INDEX KEY: 0001051877 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364156890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124664010 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 FORM SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Transmedia Network Inc. --------------------------- (Name of Issuer) Common Stock, par value $0.02 per share ---------------------------------------------- (Title of Class of Securities) 893767103 ------------------- (CUSIP Number) Susan Obuchowski Equity Group Investments, Inc. Two North Riverside Plaza, Suite 600 Chicago, Illinois 60606 (312) 454-0100 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 3, 1998 ------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [__]. Page 1 of 15 Pages 2 SCHEDULE 13D CUSIP NO. 893767103 ---------------- ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EGI-Transmedia Investors, L.L.C. (formerly known as Transmedia Investors, L.L.C.) FEIN#: 36-4192415 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING 5,140,009* PERSON WITH --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 476,647 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,962,362 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,140,009* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.80% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------------- * Represents the number of shares which are beneficially owned by all members of the group, in the aggregate, and which are subject to voting arrangements set forth more fully in Items 3 and 4 below. This filing shall not be construed as an admission that such reporting person is the beneficial owner of all of such shares. PAGE 2 OF 15 PAGES 3 SCHEDULE 13D CUSIP NO. 893767103 ---------------- ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Samstock, L.L.C. FEIN: 36-4156890 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 5,140,009* --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,701,000 --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,962,362 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,140,009* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.80% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------------- * Represents the number of shares which are beneficially owned by all members of the group, in the aggregate, and which are subject to voting arrangements set forth more fully in Items 3 and 4 below. This filing shall not be construed as an admission that such reporting person is the beneficial owner of all such shares. PAGE 3 OF 15 PAGES 4 SCHEDULE 13D CUSIP NO. 893767103 ---------------- ================================================================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Halmostock Limited Partnership FEIN #: 830319692 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / / PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wyoming - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY --------------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 5,140,009* --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 614,353 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,140,009* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / / EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.80% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------------- * Represents the number of shares which are beneficially owned by all members of the group, in the aggregate, and which are subject to voting arrangements set forth more fully in Items 3 and 4 below. This filing shall not be construed as an admission that such reporting person is the beneficial owner of all of such shares. PAGE 4 OF 15 PAGES 5 This Amendment No. 1 to Schedule 13D relates to the common stock, par value $.02 per share ("Common Stock"), of Transmedia Network Inc. (the "Issuer"). Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended to read in their entirety as follows: ITEM 2. IDENTITY AND BACKGROUND (a-c) This Statement is being filed by the following beneficial owners of Common Stock: EGI-Transmedia Investors, L.L.C., a Delaware limited liability company formerly known as Transmedia Investors, L.L.C. ("TMI"), Samstock, L.L.C., a Delaware limited liability company ("Samstock"), and Halmostock Limited Partnership, a Wyoming limited partnership ("Halmostock"). (TMI, Samstock and Halmostock are referred to herein, individually, as a "Stockholder" and, collectively, as the "Stockholders.") The sole managing member of TMI is Samstock. The sole member of Samstock is SZ Investments, L.L.C., a Delaware limited liability company ("SZI"). The managing member of SZI is Zell General Partnership, Inc., an Illinois corporation ("ZGP"). The general partner of Halmostock is Halmos Investments-Western, Inc., a Wyoming corporation ("HIW"). Additional information concerning SZI, ZGP and HIW is set forth in Appendix A hereto. The principal business of TMI is investment in the securities of the Issuer. The principal business of Samstock, SZI and ZGP is general investments. The business address of TMI, Samstock, SZI and ZGP is Two North Riverside Plaza, Chicago, Illinois, 60606. The principal business of Halmostock is investment in the securities of the Issuer and the principal business of HIW is general investments. The business address of Halmostock and HIW is 21 W. Las Olas Boulevard, Fort Lauderdale, Florida, 33301. (d) and (e) Neither the Stockholders nor, to the best knowledge of the Stockholders, any of SZI, ZGP or HIW, or any of the persons listed in Appendix A hereto, have during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to a Stock Purchase and Sale Agreement dated as of November 6, 1997 among TMI, Samstock and the Issuer (the "Stock Purchase Agreement"), TMI and Samstock agreed to acquire in the aggregate (i) 2,500,000 newly issued shares of Common Stock (the "Shares") and (ii) warrants to purchase an additional 1,200,000 shares of Common Stock (the "Warrant Shares"), subject to the satisfaction of certain conditions precedent. The Stock Purchase Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. Page 5 of 15 Pages 6 Pursuant to an Assignment Agreement dated as of March 3, 1998 (the "Closing Date") among the Stockholders and the Issuer (the "Assignment Agreement"), effective contemporaneously with the closing under the Stock Purchase Agreement, TMI and Samstock assigned to Halmostock the right to acquire 352,941 of the Shares and 169,412 of the Warrant Shares. The Assignment Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference. In addition to the 352,941 Shares and the 169,412 Warrant Shares, Halmostock is the beneficial owner of 92,000 shares of Common Stock, which 92,000 shares were contributed to Halmostock by Steven J. Halmos prior to the Closing Date. On the Closing Date, TMI acquired 322,059 of the Shares and 154,588 of the Warrant Shares and Samstock acquired 1,825,000 of the Shares and 876,000 of the Warrant Shares, for a total aggregate consideration of $9,125,000.75, the source of which was capital contributions to TMI and Samstock by the members of TMI and Samstock, respectively. In addition, on the Closing Date, Halmostock acquired 352,941 Shares and 169,412 Warrant Shares for a total aggregate consideration of $1,499,999.25 paid to the Issuer, the source of which was a loan of $1,534,999.25 from an affiliate of Halmostock, which affiliate is a Wyoming limited partnership the general partner of which is HIW. The loan was made pursuant to a note dated March 2, 1998, is payable on demand, and bears interest at a rate of 8% per annum. In connection with the transactions that are the subject of this Statement, TMI, Samstock, the Issuer, Melvin Chasen and Iris Chasen (Melvin Chasen and Iris Chasen being referred to herein, together, as the "Chasens") have also entered into an Amended and Restated Agreement Among Stockholders dated as of March 3, 1998 (the "Amended Agreement Among Stockholders"), which amends, restates and supersedes an Agreement Among Stockholders dated as of November 6, 1997 among the same parties. Pursuant to the Amended Agreement Among Stockholders, TMI and Samstock acquired the sole power to vote or to direct the vote of all of the shares of Common Stock held by the Chasens (the "Chasen Shares"), whether now owned or hereafter acquired, subject to certain limitations in the Amended Investment Agreement described below. There are currently 1,050,509 Chasen Shares issued and outstanding, representing 8.17% of the issued and outstanding Common Stock. In addition, the Chasens hold options that are currently exercisable in respect of an additional 297,500 shares of Common Stock (the "Option Shares") which, together with the 1,050,509 issued and outstanding Chasen Shares, represent 10.25% of the Common Stock, including the Option Shares. The Amended Agreement Among Stockholders also provides that, subject to certain limitations, TMI and Samstock have a right of first refusal on all sales of the Chasen Shares, and the Chasen Shares are subject to "co-sale" and "drag along" provisions if TMI and Samstock sell any shares they may own. In addition, the Amended Agreement Among Stockholders provides that, as long as TMI and Samstock are entitled to designate one or two directors in accordance with the Amended Investment Agreement and the Chasens own, collectively, at least 950,000 shares of Common Stock, TMI and Samstock agree to vote all of the Issuer's Common Stock (or other securities of the Issuer entitled to vote generally for Page 6 of 15 Pages 7 the election of directors or securities convertible into or exchangeable for Common Stock or such voting securities or other options or rights to acquire Common Stock or such voting securities) (collectively, the "Voting Securities") beneficially owned by them in favor of the election of Melvin Chasen to the Board of Directors of the Issuer (the "Board"). The Amended Agreement Among Stockholders will terminate if Stockholders and their affiliates (the "Stockholder Group") cease to own in the aggregate at least 5% of the Issuer's Voting Securities. The Amended Agreement Among Stockholders is attached hereto as Exhibit 3 and is incorporated herein by reference. Also in connection with the transactions that are the subject of this Statement, the Stockholders and the Issuer have entered into a Stockholders' Agreement dated as of March 3, 1998 (the "Stockholders Agreement"), pursuant to which TMI and Samstock acquired the sole power to vote or to direct the vote of all of the shares of Common Stock held by Halmostock (the "Halmostock Shares"), whether now owned or hereafter acquired, subject to certain limitations in the Amended Investment Agreement described below. There are currently 444,941 Halmostock Shares issued and outstanding, representing 3.46% of the issued and outstanding Common Stock. In addition, Halmostock owns warrants in respect of the 169,412 Warrant Shares which, together with the 444,941 issued and outstanding Halmostock Shares, represent 4.72% of the Common Stock, including the 169,412 Warrant Shares. Like the Amended Agreement Among Stockholders, the Stockholders Agreement also provides that, subject to certain limitations, TMI and Samstock have a right of first refusal on all sales of the Halmostock Shares, and the Halmostock Shares are subject to "co-sale" and "drag along" provisions if TMI and Samstock sell any shares they may own. The Stockholders Agreement will terminate if the Stockholder Group ceases to own in the aggregate at least 5% of the Issuer's Voting Securities. The Stockholders Agreement is attached hereto as Exhibit 4 and is incorporated herein by reference. The summary contained in this Statement of certain provisions of each of the Stock Purchase Agreement, the Assignment Agreement, the Amended Agreement Among Stockholders and the Stockholders Agreement is not intended to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, the Assignment Agreement, the Amended Agreement Among Stockholders and the Stockholders Agreement, each of which is attached as an Exhibit hereto and incorporated herein by reference. ITEM 4. PURPOSE OF THE TRANSACTION The Stockholders' acquisition of the Shares and the Warrant Shares, and TMI's and Samstock's acquisition of the sole power to vote or to direct the vote of the Chasen Shares and the Halmostock Shares, were effected for the purpose of investing in the Issuer. Page 7 of 15 Pages 8 The purchase price upon exercise of the warrants in respect of the Warrant Shares is equal to a specified price (the "Exercise Price") multiplied by the number of shares of Common Stock that TMI, Samstock, or Halmostock, as the case may be, is then purchasing upon exercise of the warrants. The Exercise Price is $6.00 per share for one third of the Warrant Shares purchased, $7.00 per share for another third of the Warrant Shares, and $8.00 per share for the final third of the Warrant Shares. The warrants may be exercised at any time and will expire on the fifth anniversary of the date of the Closing Date. In connection with the transactions which are the subject of this Statement, the Stockholders and the Issuer have also entered into an Amended and Restated Investment Agreement dated as of March 3, 1998 (the "Amended Investment Agreement"), which amends, restates and supersedes an Investment Agreement dated as of November 6, 1997 among TMI, Samstock and the Issuer. The Amended Investment Agreement contains agreements as to certain aspects of the relationship among the Stockholders and the Issuer. The Amended Investment Agreement is attached hereto as Exhibit 5 and is incorporated herein by reference. Pursuant to the Amended Investment Agreement, the Stockholders agreed that the members of the Stockholder Group will not take any of the following actions prior to the fifth anniversary of the Closing Date, without the approval of a majority of the Issuer's disinterested directors, subject to specified limited exceptions: (a) increase their ownership of Voting Securities beyond the combined voting power of all Voting Securities represented by the Shares and the Warrant Shares or subject to the Amended Agreement Among Stockholders or Stockholders Agreement; provided, however, that the foregoing limitation shall not prohibit the purchase of Voting Securities directly from the Issuer pursuant to exercise of the warrants and any rights, oversubscription rights or standby purchase obligations in connection with rights offerings by the Issuer or exercise of any stock options granted by the Issuer; (b) solicit proxies, assist any other person in the solicitation of proxies, become a "participant" in a "solicitation" or assist any such "participant" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Securities Exchange Act of 1934, as amended) in opposition to the recommendation of a majority of disinterested directors, or submit any proposal for the vote of Issuer's stockholders; (c) form, join or participate in any other way in a partnership, pooling agreement, syndicate, voting trust or other "group", or enter into any agreement or arrangement or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting or disposing of Voting Securities of the Issuer; provided, however, that the members of the Stockholder Group may engage in any of such activities among themselves and with any stockholder of the Issuer who is a party to the Amended Agreement Among Stockholders or the Stockholders Agreement; (d) engage in certain specified takeover actions or take any other actions, alone or in concert with any other person, to seek control of the Issuer; or (e) take any action to seek to circumvent any of the foregoing limitations. Page 8 of 15 Pages 9 Pursuant to the Amended Investment Agreement, at all times prior to the fifth anniversary of the date of the Closing Date, Samstock is entitled to designate two representatives, reasonably acceptable to the independent directors of the Issuer, to serve on the Board as long as the Stockholders together beneficially own at least 15% of the combined voting power of the Issuer's Voting Securities (including, for these purposes, the Warrant Shares issuable upon exercise of the warrants until such time as the warrants expire) and, in the event that the Stockholders together beneficially own less than 15%, but at least 5%, of the combined voting power of the Issuer's Voting Securities, Samstock shall be entitled to designate one representative, reasonably acceptable to the independent directors of the Issuer, to serve on the Issuer's Board. The Issuer agreed that it will not increase the size of the Board beyond seven members as long as Samstock is entitled to designate one or two Board representatives and further agreed that, notwithstanding the agreements contained in the Amended Agreement Among Stockholders, the chief executive officer of the Issuer shall not count as a designee of Samstock. Pursuant to the Amended Investment Agreement, the Stockholders agreed that, except to the extent otherwise provided in the Amended Investment Agreement, the Stockholders would vote their Voting Securities with respect to the election or removal of directors of the Issuer either (a) in accordance with the recommendations of a majority of the disinterested directors of the Issuer or (b) in the same proportions (including abstentions) as the holders of record of the Issuer's Voting Securities, other than those beneficially owned by the Stockholders, vote their securities; provided that the Stockholders may vote in favor of the election or retention of the one or two directors designated by Samstock as described in the preceding paragraph. Pursuant to the Amended Investment Agreement and subject to certain exceptions, the Issuer granted to the Stockholders and certain other parties certain shelf registration rights in connection with certain permitted sales of shares of Common Stock. In particular, the Issuer agreed to prepare and file with the SEC a shelf registration statement (which shall include pledgees of any selling stockholder) with respect to all Shares and Warrant Shares as soon as practicable after the Closing Date, and to use its reasonable efforts to cause such shelf registration statement to become effective and keep such registration statement effective until such time as all Shares and Warrant Shares have been sold or otherwise disposed of. The purpose of any such shelf registration put in effect pursuant to the Amended Investment Agreement is to facilitate the ability of each of TMI, Samstock and their affiliates to margin its stock and does not represent any present intention on behalf of any Stockholder to dispose of any Shares or Warrant Shares to be covered thereby. Pursuant to the Amended Investment Agreement, the Issuer agreed to conduct,jointly with the Stockholders, a search to find a replacement for the issuer's current chief executive officer. Prior to the Closing Date and in connection with the transactions contemplated by the Stock Purchase Agreement, the Issuer amended its certificate of incorporation to Page 9 of 15 Pages 10 eliminate the "staggered" Board provisions, so that all Board seats now have contemporaneous terms. The summary contained in this Statement of certain provisions of the Amended Investment Agreement is not intended to be complete and is qualified in its entirety by reference to the Amended Investment Agreement attached as an Exhibit hereto and incorporated herein by reference. Each Stockholder intends to continue to review its investment in Common Stock and, subject to the limitations of the Amended Investment Agreement described above, from time to time depending upon certain factors, including without limitation the financial performance of the Issuer, the availability and price of shares of Common Stock and other general market and investment conditions, may determine to acquire through open market purchases or otherwise additional shares of Common Stock, or may determine to sell through the open market or otherwise. Except as stated above, none of the Stockholders has any plans or proposals of the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated by the Securities and Exchange Commission. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) and (b) To the best knowledge of the Stockholders, there are 12,859,956 shares of Common Stock outstanding as of the date hereof. As of the date hereof, the aggregate 3,642,509 shares of Common Stock beneficially owned by the Stockholders represent approximately 28.32% of the Common Stock issued and outstanding and, together with the 1,200,000 Warrant Shares and the 297,500 Option Shares, represent 35.80% of the Common Stock, including the Warrant Shares and the Option Shares. Such Common Stock is held as follows:
Holder Issued and Outstanding Shares Warrant Shares Option Shares - ------ ----------------------------- -------------- ------------- Samstock 1,825,000 876,000 TMI 322,059 154,588 Halmostock 444,941 169,412 Chasens1 1,050,509 297,500 --------- --------- ------- Total 3,642,509 1,200,000 297,500
Pursuant to the Amended Agreement Among Stockholders, and subject to the limitations of the Amended Investment Agreement, TMI and Samstock have the shared ____________________ 1 As described in Item 3 above and as set forth more fully in this Item 5, TMI and Samstock have shared voting power and shared dispositive power in respect of the Chasen Shares. Page 10 of 15 Pages 11 power to vote or to direct the vote of the 1,348,009 Chasen Shares beneficially owned by them. Pursuant to the Stockholders Agreement, and subject to the limitations of the Amended Investment Agreement, TMI and Samstock have the shared power to vote or to direct the vote of the 614,353 Halmostock Shares beneficially owned by them. In addition, each of the Stockholders has agreed to vote its shares of Common Stock in accordance with certain provisions of the Amended Investment Agreement. Each Stockholder has the power to dispose of or to direct the disposition of such Stockholder's shares of Common Stock, subject to the following limitations, which are described more fully in Item 3 above. Pursuant to the "drag along" provisions of the Amended Agreement Among Stockholders, TMI and Samstock have the shared power, together with the Chasens, to dispose of or to direct the disposition of the Chasen Shares. Similarly, pursuant to the "drag along" provisions of the Stockholders Agreement, TMI and Samstock have the shared power, together with Halmostock, to dispose of or to direct the disposition of the Halmostock Shares. For purposes of this Statement the Stockholders are being treated as a group which, in the aggregate, beneficially owns all of the shares of Common Stock listed above. This filing shall not be construed as an admission that any reporting person is the beneficial owner of all of such shares of Common Stock. At the date hereof, neither the Stockholders, nor to the best knowledge of the Stockholders, any of SZI, ZGP, HIW or any of the persons listed in Appendix A hereto owns any shares of Common Stock other than shares of Common Stock beneficially owned by the Stockholders, as described herein, of which one or more of such other persons may be deemed to have beneficial ownership pursuant to Rule 13d-3 of the Exchange Act. (c) During the last sixty days, the only transactions in the Common Stock effected by the Stockholders, or to the best knowledge of the Stockholders, by SZI, ZGP or HIW or any of the persons listed in Appendix A hereto, were the transactions occurring on or prior to March 3, 1998, as described in Item 3 hereof. (d) No person other than a Stockholder has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock beneficially owned by such Stockholders, except for the Chasens, in the case of the Chasen Shares. (e) Not applicable. Page 11 of 15 Pages 12 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except for the matters described herein, no Stockholder or, to the best knowledge of the Stockholders, any of SZI, ZGP or HIW or any of the persons listed in Appendix A hereto has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 - Stock Purchase Agreement* Exhibit 2 - Assignment Agreement** Exhibit 3 - Amended Agreement Among Stockholders** Exhibit 4 - Stockholders Agreement** Exhibit 5 - Amended Investment Agreement** - ---------------------------------------------- * Previously filed. ** Filed herewith. Page 12 of 15 Pages 13 APPENDIX A SCHEDULE 13D/A CUSIP NUMBER 893767103 SZ INVESTMENTS, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY: SZI's managing member is Zell General Partnership, Inc., and its non-managing members are Alphabet Partners and ZFT Partnership. ZELL GENERAL PARTNERSHIP, INC., AN ILLINOIS CORPORATION: ZGP's sole shareholder is the Samuel Zell Revocable Trust and its sole director is Samuel Zell. SAMUEL ZELL: Mr. Zell is Chairman of the Board of Directors of Equity Group Investments, Inc. ("EGI"). EGI is a privately owned investment management firm. Mr. Zell is a citizen of the United States of America. ALPHABET PARTNERS, AN ILLINOIS GENERAL PARTNERSHIP: Alphabet Partners is composed of three trusts created for the benefit of Mr. Zell and his family. Arthur A. Greenberg is the sole trustee of the three trusts. Mr. Greenberg is the sole proprietor of Arthur A. Greenberg, Certified Public Accountant. Mr. Greenberg is a citizen of the United States of America. ZFT PARTNERSHIP, AN ILLINOIS GENERAL PARTNERSHIP: ZFT Partnership is composed of fifteen trusts created for the benefit of Mr. Zell and his family. Sheli Z. Rosenberg is the sole trustee of the fifteen trusts. Mrs. Rosenberg is President and Chief Executive Officer of EGI. Mrs. Rosenberg is a citizen of the United States of America. HALMOS INVESTMENTS-WESTERN, INC.: HIW's sole shareholder and sole director is Steven J. Halmos. Mr. Halmos is a citizen of the United States of America. Page 13 of 15 Pages 14 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: March 4, 1998 EGI-TRANSMEDIA INVESTORS, L.L.C. By: /s/ Donald J. Liebentritt ---------------------------- Name: Donald J. Liebentritt -------------------------- Title: Vice President ------------------------- SAMSTOCK, L.L.C. By: /s/ Donald J. Liebentritt ---------------------------- Name: Donald J. Liebentritt -------------------------- Title: Vice President -------------------------- HALMOSTOCK LIMITED PARTNERSHIP By: /s/ Steven J. Halmos -------------------------- Name: Steven J. Halmos -------------------------- Title: President -------------------------- Page 14 of 15 Pages 15 EXHIBIT INDEX Exhibit Number Description 1 Stock Purchase and Sale Agreement dated as of November 6, 1997* 2 Assignment Agreement dated as of March 3, 1998** 3 Amended and Restated Agreement Among Stockholders dated as of March 3, 1998** 4 Stockholders' Agreement dated as of March 3, 1998** 5 Amended and Restated Investment Agreement dated as of March 3, 1998** ________________________________ * Previously filed. ** Filed herewith. Page 15 of 15 Pages EX-2 2 ASSIGNMENT AGREEMENT 1 ASSIGNMENT AGREEMENT ASSIGNMENT AGREEMENT, dated as of March 3, 1998, (the "Agreement"), among Samstock, L.L.C., a Delaware limited liability company ("Samstock"), EGI-Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI," and together with Samstock, "Assignor"), Transmedia Network Inc., a Delaware corporation (the "Company"), and Halmostock Limited Partnership, a Wyoming limited partnership ("Halmostock"). WHEREAS, Assignor and the Company have entered into that certain Stock Purchase and Sale Agreement ("Stock Purchase Agreement") dated as of November 6, 1997, pursuant to which the Company has agreed to issue and sell to Assignor, and Assignor has agreed to purchase from the Company, (i) 2,500,000 newly issued shares (such 2,500,000 newly issued shares, collectively the "Shares") of Common Stock in the aggregate, representing approximately 16.84% of the Fully Diluted Common Stock and 19.7% of the outstanding Common Stock, and (ii) a warrant (the "Warrant") to purchase an additional 1,200,000 shares of Common Stock in the aggregate (such additional 1,200,000 shares of Common Stock in the aggregate issuable from time to time upon exercise of the Warrant, collectively the "Warrant Shares"), representing approximately 8.08% of the Fully Diluted Common Stock. All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Stock Purchase Agreement; WHEREAS, Assignor desires to assign to Halmostock and Halmostock desires to acquire from Assignor (the "Assignment"), effective contemporaneously with the consummation of the closing under the Stock Purchase Agreement, the right to purchase from the Company (i) 352,941 of the Shares (the "Halmostock Shares"), (ii) a warrant (the "Halmostock Warrant") in the form of Exhibit A hereto to purchase up to 169,412 of the Warrant Shares (the "Halmostock Warrant Shares") and (iii) a pro rata interest (i.e., a 14.12% interest) in Assignor's rights and remedies under the Stock Purchase Agreement ("Halmostock's Pro Rata Rights"); WHEREAS, the Company desires to sell to Halmostock, and Halmostock desires to purchase from the Company, the Halmostock Shares, the Halmostock Warrant and Halmostock's Pro Rata Rights. NOW, THEREFORE, in consideration of the premises, representations and warranties and the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE I PURCHASE AND SALE OF SHARES AND WARRANT; RELATED MATTERS 1.1 Assignment, Purchase and Sale. Subject to the terms and conditions contained in this Agreement, effective contemporaneously with the consummation of the closing under the Stock Purchase Agreement, Assignor does hereby assign, transfer and deliver to Halmostock, and Halmostock does hereby accept the assignment from Assignor of, (a) Assignor's right to purchase from the Company the Halmostock Shares and the Halmostock Warrant and (b) Halmostock's Pro Rata Rights. At the Closing, the Company shall sell to Halmostock, and 2 Halmostock shall purchase from the Company, the Halmostock Shares, the Halmostock Warrant and Halmostock's Pro Rata Rights. 1.2 Consideration. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Halmostock shall pay to the Company $1,499,999.25 in the aggregate ("Halmostock's Purchase Price") for the Halmostock Shares, the Halmostock Warrant and Halmostock's Pro Rata Rights. 1.3 No Relief of Assignor's Obligations. Notwithstanding anything to the contrary herein, this Agreement and the transactions contemplated hereby shall not relieve Assignor of any of its liabilities, obligations or duties under the Stock Purchase Agreement. 1.4 Halmostock's Payment of Pro Rata Costs. In order to induce Assignor to enter into this Agreement, Halmostock agrees to pay to Assignor and its Affiliates, within five (5) business days after receipt of written request accompanied by copies of invoices evidencing the costs, fees and expenses identified below, an amount in cash equal to 14.12% of all costs, fees and expenses, not to exceed $40,000.00 in the aggregate, incurred by the Zell Affiliates in connection with (i) the business, legal and accounting due diligence investigation of the Company, (ii) the negotiation, preparation and execution of the Stock Purchase Agreement, the other Transaction Documents and the Halmostock Transaction Documents, (iii) the preparation and filing of any reports, statements and/or other documents with the Securities and Exchange Commission, (iv) the satisfaction of conditions precedent to the Closing, (v) the Closing, and (vi) post-Closing matters, including without limitation, the fees, expenses and disbursements for services performed by Rosenberg & Liebentritt, P.C., Seyfarth, Shaw, Fairweather & Geraldson, Jenner & Block, Arthur Andersen & Co. and Bowne & Co., but excluding all services, if any, performed solely for the benefit of the Zell Affiliates as determined in good faith by the Zell Affiliates. 1.5 No Liability or Obligation on Steven J. Halmos. Steven J. Halmos shall not be personally liable for any obligation or liability whatsoever under this Agreement. ARTICLE II THE CLOSING 2.1 Time and Place. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the consummation of the Assignment and the sale of the Halmostock Shares, the Halmostock Warrant and the Halmostock Pro Rata Rights as contemplated by this Agreement shall take place contemporaneously with, and contingent upon, the Closing. 2.2 Deliveries by the Company. At the Closing, the Company shall deliver the following to Halmostock: (a) stock certificates representing the Halmostock Shares, in the name of Halmostock and dated as of the Closing Date; (b) the Halmostock Warrant dated as of the Closing Date; 2 3 (c) the opinion of Morgan, Lewis & Bockius LLP, counsel to the Company, addressed to Halmostock in the form received by Assignor; and (d) a copy of all other closing documents in the form delivered by the Company to Assignor. 2.3 Deliveries by Halmostock. At the Closing, Halmostock shall deliver the following to the Company: (a) the Halmostock's Purchase Price by interbank transfer of federal funds to one or more accounts designated in a writing delivered by the Company to Halmostock or by such other means as may be agreed upon in writing by the Company and Halmostock; (b) An opinion letter from Kenny Nachwalter Seymour Arnold Critchlow & Spector, P.A., counsel to Halmostock, containing the opinions in the form attached hereto as Exhibit B, with such provisions concerning scope of firm's inquiry, law covered by opinion, reliance by the firm, reliance by third parties, assumptions, definition of firm's "knowledge", qualifications, limitations and similar matters as shall be reasonably acceptable to the Company; and (c) all other closing documents reasonably requested by the Company. 2.4 Closing under Stock Purchase Agreement. The respective obligations of each party to effect the transactions contemplated by this Agreement shall be subject to and conditioned upon the contemporaneous consummation of the closing under the Stock Purchase Agreement. ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS OF HALMOSTOCK Halmostock hereby represents, warrants and covenants to Assignor and to the Company on the date of this Agreement and again on the Closing Date, which representations and warranties shall survive the Closing as follows: 3.1 Organization. Halmostock is a limited partnership duly formed, validly existing and in good standing under the laws of the Wyoming. 3.2 Authority Relative to This Agreement. Halmostock has the partnership power and authority to execute and deliver this Agreement, that certain Amended and Restated Investment Agreement dated as of March 3, 1998, by and among the Company, Assignor and Halmostock, that certain Stockholders' Agreement dated as of March 3, 1998, by and among the Assignor, Halmostock and the Company and all other documents, instruments and other writings to be executed and/or delivered by or on behalf of Halmostock to Assignor or the Company or any of their representatives in connection with the transactions contemplated hereby or thereby (collectively, the "Halmostock Transaction Documents"), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of each of the Halmostock Transaction Documents by Halmostock and the consummation by Halmostock of the transactions contemplated hereby and thereby have been duly authorized by the general partner of Halmostock, and no other partnership proceedings on the part of Halmostock are 3 4 necessary to authorize the execution, delivery and performance of the Halmostock Transaction Documents or the transactions contemplated hereby or thereby. Each of the Halmostock Transaction Documents has been duly executed and delivered by Halmostock and, assuming due authorization, execution and delivery by Assignor constitutes a legal, valid and binding obligation of Halmostock, enforceable against Halmostock in accordance with its terms. 3.3 No Conflict; Required Filings and Consents. The execution, delivery and performance of the Halmostock Transaction Documents by Halmostock does not and will not: (i) conflict with or violate the organizational documents of Halmostock (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Halmostock, or by which any of its properties are bound or affected; (iii) require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity (other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Exchange Act); or (iv) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) or result in the loss of a material benefit under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of Halmostock pursuant to, any Contract, Permit or other instrument or obligation to which Halmostock is a party or by which Halmostock, or any of its properties are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults or other occurrences which could not, individually or in the aggregate, have a material adverse effect on Halmostock or reasonably be expected to impair or delay the ability of Halmostock to perform its obligations under this Agreement. 3.4 Brokers. No broker, finder, investment banker or other person is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by the Halmostock Transaction Documents based upon arrangements made by or on behalf of Halmostock. 3.5 Investment Intent. Halmostock is purchasing the Halmostock Shares and the Halmostock Warrant and will purchase the Halmostock Warrant Shares for its own account for investment, and not with a view to, or for resale in connection with, any public distribution of the Halmostock Shares, the Halmostock Warrant or any Halmostock Warrant Shares. 3.6 Availability of Funds. Halmostock has on hand sufficient funds to pay Halmostock's Purchase Price in accordance with the terms of this Agreement and to pay all fees and expenses incurred in connection with the transactions contemplated hereby for which Halmostock is responsible. 3.7 Halmostock's Indemnification Obligations. Halmostock shall indemnify, save and keep harmless Assignor and the Company and their respective officers, directors, employees, agents, representatives, Affiliates, successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of any inaccuracy in or breach of any representation, warranty or covenant made by Halmostock to Assignor and/or the Company in this Agreement or in any other Halmostock Transaction Document. No specifically enumerated indemnification obligation with respect to a particular subject matter shall limit or affect the applicability of a more general indemnification obligation with respect to the same subject matter. In the event either Assignor or the Company have an actionable claim and have suffered Damages, Halmostock shall not be entitled to require that 4 5 any action be brought against any Person before action is brought against it hereunder by a Person seeking indemnification by Halmostock. 3.8 Contribution of Shares. Steven J. Halmos and/or his Affiliates have contributed on or before the date hereof to Halmostock 92,000 shares of Common Stock (the "Contributed Shares"). Halmostock is the sole beneficial and record owner of the Contributed Shares. Halmostock has good and marketable title to the Contributed Shares, free of all Liens, other than any Liens created by the Halmostock Transaction Documents. ARTICLE IV MISCELLANEOUS 4.1 Restrictive Legend. (a) Halmostock and the Company agree that the certificates representing the Halmostock Shares or the Halmostock Warrant Shares may 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. The securities evidenced by this certificate are subject to the restrictions on transfer contained in the Amended and Restated Investment Agreement dated as of March 3, 1998, and the Stockholders' Agreement dated as of March 3, 1998, in each case, to which the Company is a party, as amended, supplemented or otherwise modified from time to time, and may not be transferred except in compliance therewith." (b) Assignor and the Company agree that the certificates representing the Shares or the Warrant Shares may 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. The securities evidenced by this certificate are subject to the restrictions on transfer contained in the Amended and Restated Investment Agreement dated as of March 3, 1998, the Amended and Restated Agreement Among Stockholders dated as of March 3, 1998, and the Stockholder's Agreement dated as of March 5 6 3, 1998, in each case, to which the Company is a party, as amended, supplemented or otherwise modified from time to time, and may not be transferred except in compliance therewith." 4.2 Continuing Obligations. The Company and Assignor agree that nothing contained in this Agreement shall in any way relieve Assignor of any of, or in any way diminish, its obligations, liabilities or duties under the Stock Purchase Agreement. 4.3 Notices. All notices, and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, facsimile, to the appropriate address or facsimile number set forth below (or at such other address or facsimile number for a party as shall be specified by like notice): if to Assignor, Samstock or TNI: c/o Samstock, L.L.C. Two N. Riverside Plaza, Suite 600 Chicago, IL 60606 Attention: F. Philip Handy Fax: (312) 454-0610 with an additional copy to: Rosenberg & Liebentritt, P.C. Two N. Riverside Plaza, Suite 1600 Chicago, IL 60606 Attention: Joseph M. Paolucci, Esq. Fax: (312) 454-0335 if to Halmostock: Halmostock Limited Partnership 21 W. Las Olas Blvd. Ft. Lauderdale, FL 33301 Attention: Steven J. Halmos Fax: (954) 760-4983 6 7 with a copy to: Kenny Nachwalter Seymour Arnold Critchlow & Spector, P.A. 1100 Miami Center 201 South Biscayne Boulevard Miami, Florida 33131-4327 Attention: Thomas H. Seymour, Esq. Fax: (305) 372-1861 if to the Company: Transmedia Network Inc. 11900 Biscayne Boulevard Miami, Florida 33181 Attention: Chief Executive Officer Fax: (305) 892-3342 with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attention: Stephen P. Farrell, Esq. Fax: (212) 309-6273 4.4 Effectiveness. Notwithstanding anything to the contrary in this Agreement, this Agreement shall become effective only simultaneously with the consummation of the closing under the Stock Purchase Agreement, and no party hereto or any other person shall have any rights or obligations hereunder prior to such time. 4.5 Expenses. Each party shall bear its own fees and expenses incurred in connection with, relating to or arising out of the execution, delivery and performance of this Agreement, the other Halmostock Transaction Documents and the consummation of the transaction contemplated hereby and thereby, including attorneys', accountants' and other professional fees and expenses. 4.6 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible. 4.7 Entire Agreement; Amendment; Waiver; Assignment; Nature of Obligations. This Agreement, together with the other Halmostock Transaction Documents and the Stock Purchase Agreement, constitutes the entire agreement among the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the 7 8 subject matter hereof and thereof. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of each of the parties hereto. 4.8 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. 4.9 Governing Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State. 4.10 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 4.11 Interpretation. Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular, and all words in any gender (including neutral gender) shall extend to and include all genders. 4.12 Counterparts. This Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 4.13 Prevailing Party's Attorneys' Fees. Notwithstanding anything to the contrary in this Agreement, in the event of a dispute among TNI and/or Samstock, on the one hand, and Halmostock, on the other hand, concerning the interpretation or enforcement of any provision of this Agreement, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable attorneys' fees and expenses incurred by the prevailing party in connection with such dispute. The Company shall not be bound by this Section 4.13. 4.14 Jurisdiction and Service of Process. THE COMPANY, ASSIGNOR AND HALMOSTOCK HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF DELAWARE AND IRREVOCABLY AGREE THAT, SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT WHICH MAY BE LITIGATED SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE COMPANY, ASSIGNOR AND HALMOSTOCK ACCEPTS FOR SUCH PARTY AND IN CONNECTION WITH SUCH PARTY'S PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY 8 9 ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH OF THE COMPANY, ASSIGNOR AND HALMOSTOCK AGREES TO ACCEPT SERVICE OF ALL PROCESS BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, IN ANY SUCH PROCEEDINGS IN ANY SUCH COURT, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY EACH SUCH PARTY TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. IF ANY AGENT APPOINTED BY THE COMPANY, ASSIGNOR OR HALMOSTOCK REFUSES TO ACCEPT SERVICE, SUCH PARTY HEREBY AGREES THAT SERVICE UPON SUCH PARTY BY MAIL SHALL CONSTITUTE SUFFICIENT NOTICE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE COMPANY, ASSIGNOR OR HALMOSTOCK TO BRING PROCEEDINGS AGAINST THE COMPANY, ASSIGNOR OR HALMOSTOCK IN THE COURTS OF ANY OTHER JURISDICTION. 4.15 Trial. EACH OF THE COMPANY, ASSIGNOR AND HALMOSTOCK HEREBY WAIVES SUCH PARTY'S RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF. EACH OF THE COMPANY, ASSIGNOR AND HALMOSTOCK ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY PARTY TO THIS AGREEMENT WITH RESPECT TO ANY ACTION COMMENCED BY ONE OF THEM AGAINST THE OTHER OF THEM. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF ASSIGNOR AND HALMOSTOCK ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF ASSIGNOR AND HALMOSTOCK FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH SUCH PARTY'S LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY'S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 9 10 IN WITNESS WHEREOF, the Company, Halmostock and Assignor have executed this Assignment Agreement as of the date first above written. ASSIGNOR: EGI-TRANSMEDIA INVESTORS, L.L.C. _______________________________ By: Sheli Z. Rosenberg Vice President SAMSTOCK, L.L.C. _____________________________________ By: Sheli Z. Rosenberg Vice President HALMOSTOCK: HALMOSTOCK LIMITED PARTNERSHIP by Halmos Investments-Western, Inc., its general partner ____________________________________ By: Steven Halmos, President COMPANY: TRANSMEDIA NETWORK INC. _______________________________________ By: Melvin Chasen, President and Chief Executive Officer 10 11 EXHIBIT A TRANSMEDIA NETWORK INC. WARRANT TO PURCHASE 169,412 SHARES OF COMMON STOCK VOID AFTER MARCH 2, 2003 THIS CERTIFIES THAT, for value received, Halmostock Limited Partnership, a Wyoming limited partnership (the "HOLDER"), is entitled to subscribe for and purchase from Transmedia Network Inc., a Delaware corporation (the "COMPANY"), an aggregate of 169,412 shares (as adjusted pursuant to Section 3 hereof) of fully paid and nonassessable Common Stock (the "SHARES") of the Company, at the price per share set forth below (the "EXERCISE PRICE") (as adjusted pursuant to Section 3 hereof), and subject to the provisions and upon the terms and conditions hereinafter set forth. Shares Exercise Price Per Share 56,470 $6.00 56,471 $7.00 56,471 $8.00 1. Exercise; Payment. (a) Time of Exercise; Expiration. This Warrant is immediately exercisable. This Warrant shall expire at, and shall no longer be exercisable after, 5:00 p.m., Chicago local time, on March 2, 2003. (b) Method of Exercise. (i) Cash Exercise. The purchase rights represented by this Warrant may be exercised by the Holder, at any time, in whole, or from time to time, in part, by the surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit 1 duly executed) at the principal office of the Company, and by the payment to the Company, by certified, cashier's or other check acceptable to the Company, of an amount equal to the aggregate Exercise Price of the Shares being purchased. (ii) Net Issue Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder a number of shares of the Company's Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under this Warrant. A-1 12 A = the fair market value of one share of the Company's Common Stock. B = the Exercise Price (as adjusted to the date of such calculation). (iii) Fair Market Value. For purposes of this Section 1, the fair market value of the Company's Common Stock shall mean: A. The average closing price of the Company's Common Stock on the New York Stock Exchange or in the event the Company's Common Stock is not then traded on the New York Stock Exchange the average closing price quoted on any exchange on which the Common Stock is listed, as published in the Mid-Western Edition of the Wall Street Journal for the ten consecutive trading days prior to the date of determination of fair market value. B. If the Company's Common Stock is not then traded on the New York Stock Exchange or on another exchange, the per share fair market value of the Common Stock shall be the fair market value price per share as determined in good faith by the Company's Board of Directors. (c) Stock Certificates. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered to the Holder within a reasonable time and, unless this Warrant has been fully exercised or has expired, a new Warrant of identical terms and provisions as those hereof, representing the shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such time. 2. Stock Fully Paid; Reservation of Shares. All of the Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance sufficient shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. 3. Adjustment of Exercise Price and Number of Shares. The number and kind of Shares purchasable upon the exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time upon the occurrence of certain events, as follows: (a) Reclassification. In case of any reclassification or change of outstanding securities of the class issuable upon exercise of this Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), the Company shall, as condition precedent to such transaction, execute a new Warrant providing that the Holder shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of each share of stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification or change by a holder of one share of stock. Such new Warrant shall provide for adjustments which shall be as nearly equivalent as may be A-2 13 practicable to the adjustments provided for in this Section 3. The provisions of this Section 3(a) shall similarly apply to successive reclassifications or changes. (b) Subdivision or Combination of Warrant Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its stock, the Warrant Price shall be proportionately decreased in the case of a subdivision or increased in the case of a combination. (c) Stock Dividends. If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to stock payable in, or make any other distribution with respect to stock (except any distribution specifically provided for in the foregoing Section 3(a) and 3(b)) of stock, then the Exercise Price shall be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of shares of stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of stock outstanding immediately after such dividend or distribution. (d) Adjustment of Number of Warrant Shares. Upon each adjustment in the Exercise Price, the number of shares of stock purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of which shall be the Exercise Price immediately prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter. 4. Notice of Adjustments. Whenever the number of Shares purchasable hereunder or the Exercise Price thereof shall be adjusted pursuant to Section 3 hereof, the Company shall provide notice by first class mail to the holder of this Warrant setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the number of Shares which may be purchased and the Exercise Price therefor after giving effect to such adjustment. 5. Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of such fractional shares the Company shall make a cash payment therefor based upon the Exercise Price then in effect. 6. Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrants will represent such portion of such rights as is designated by the Holder at the time of such surrender. All Warrants representing portions of the rights hereunder are referred to herein as the "Warrant." 7. Replacement. Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Holder is deemed to be reasonably satisfactory) of the ownership and the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon the receipt of indemnity reasonably satisfactory to the Company, or, in the case of any such mutilation upon surrender of such Warrant, the Company will (at its expense, A-3 14 except for the cost of any lost security indemnity bond required which shall be paid for by the Holder) execute and deliver in lieu of such Warrant a new Warrant of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated Warrant and dated the date of such lost, stolen, destroyed or mutilated Warrant. 8. Restrictive Legend. The Shares issuable upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with 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. The securities evidenced by this certificate are subject to the restrictions on transfer contained in the Amended and Restated Investment Agreement dated as of March 3, 1998, and the Stockholders' Agreement dated as of March 3, 1998, in each case, to which the Company is a party, as amended, supplemented or otherwise modified from time to time, and may not be transferred except in compliance therewith." 9. Restrictions on Transfer. Neither this Warrant, nor any interest herein, may be transferred to any party without the Company's prior written consent; provided, however, that this Warrant may be transferred to any member of the Zell Group (as defined in that certain Amended and Restated Investment Agreement, dated as of March 3, 1998, among the Company, EGI-Transmedia Investors, L.L.C., Samstock, L.L.C. and Holder) at any time, in whole, or from time to time, in part, without the Company's consent, upon delivery to the Company of the Notice of Transfer in the form of Exhibit 2 hereto. 10. Rights of Shareholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein. 11. Notices, Etc. All notices and other communications between the Company and the Holder shall be mailed by first class registered or certified mail, postage prepaid, (i) if to the Company, at the Company's executive offices, and (ii) if to the Holder, at such address as may have been furnished to the Company in writing by the Holder. A-4 15 12. Governing Law, Headings. This Warrant is being delivered in the State of Delaware and shall be construed and enforced in accordance with and governed by the laws of such State. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. Issued this 3rd day of March, 1998. TRANSMEDIA NETWORK INC. By: ____________________________________ Its: ___________________________________ A-5 16 EXHIBIT 1 NOTICE OF EXERCISE TO: TRANSMEDIA NETWORK INC. 11900 Biscayne Boulevard Miami, Florida 33181 Attention: Chief Executive Officer 1. The undersigned hereby elects to purchase __________ shares of Common Stock of TRANSMEDIA NETWORK INC. pursuant to the terms of the attached Warrant. 2. Method of Exercise (Please mark the applicable blank): ___ The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased. ___ The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 1(b)(ii) of the Warrant. 3. Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: _______________________ (Name) _______________________ _______________________ (Address) _______________________________ (Signature) Title:_________________________ _______________________ (Date) 17 EXHIBIT 2 NOTICE OF TRANSFER FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________ the right represented by the attached Warrant to purchase _______* shares of Common Stock of TRANSMEDIA NETWORK INC., to which the attached Warrant relates, and appoints ________________ Attorney-in-Fact to transfer such right on the books of TRANSMEDIA NETWORK INC., with full power of substitution in the premises. Dated: __________________________ ______________________________ By:___________________________ ______________________________ (Address) ___________________ * Insert here the number of shares without making any adjustment for additional shares of Common Stock or any other stock or other securities or property or cash which, pursuant to the adjustment provisions of the Warrant, may be deliverable upon exercise. 18 EXHIBIT B OPINION OF COUNSEL FOR HALMOSTOCK (1) Halmostock is a limited partnership duly formed, validly existing and in good standing under the laws of the Wyoming. (2) Halmostock has the limited partnership power and authority to execute and deliver the Assignment Agreement, the Amended and Restated Investment Agreement, the Stockholders' Agreement and all other documents, instruments and other writings to be executed and/or delivered by or on behalf of Halmostock to the Company or any of its representatives in connection with the transactions contemplated thereby (collectively, "Halmostock Transaction Documents"), to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance of each of the Halmostock Transaction Documents by Halmostock and the consummation by Halmostock of the transactions contemplated thereby have been duly authorized by the general partner of Halmostock, and no other limited partnership proceedings on the part of Halmostock are necessary to authorize the execution, delivery and performance of the Halmostock Transaction Documents or the transactions contemplated thereby. Each of the Halmostock Transaction Documents has been duly executed and delivered by Halmostock, and, assuming due authorization, execution and delivery by the Company and Purchaser, constitutes a legal, valid and binding obligation of Halmostock, enforceable against Halmostock in accordance with its terms, except as such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) general principles of equity (whether applied in a proceeding at law or in equity). (3) The execution, delivery and performance of the Halmostock Transaction Documents by Halmostock does not and will not: (i) conflict with or violate the organizational documents of Halmostock; (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Halmostock or by which any of its properties are bound or affected; (iii) require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity (other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Exchange Act); or (iv) to our knowledge after due inquiry, result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could become a default) or result in the loss of a material benefit under, or give rise to any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the property or assets of Halmostock pursuant to, any Contract, Permit or other instrument or obligation to which Halmostock is a party or by which Halmostock or any of its properties are bound or affected, except, in the case of clauses (ii), (iii) and (iv), for any such conflicts, violations, breaches, defaults or other occurrences which could not individually or in the aggregate, have a material adverse effect on Halmostock or reasonably be expected to materially impair the ability of Halmostock to perform its obligations under the Halmostock Transaction Documents. (4) After due inquiry, each of Halmostock, its general partner Halmos Investments-Western, Inc., Steven J. Halmos and their affiliates has taken all necessary actions and proceedings to duly and validly effect the contribution, transfer, assignment and delivery of the Contributed Shares by Steven J. Halmos to Halmostock so that, as of the Closing, Halmostock (i) is the sole beneficial and record owner of the Contributed Shares and (ii) has good and marketable title to the Contributed Shares, free of all Liens, other than any Liens created by the Halmostock Transaction Documents. EX-3 3 AMENDED STOCKHOLDERS AGREEMENT 1 AMENDED AND RESTATED AGREEMENT AMONG STOCKHOLDERS This AMENDED AND RESTATED AGREEMENT AMONG STOCKHOLDERS ("Agreement") is dated as of March 3, 1998, by and among Samstock, L.L.C., a Delaware limited liability company ("Samstock"), EGI-Transmedia Investors, L.L.C., a Delaware limited liability company ( formerly known as Transmedia Investors, L.L.C., "TNI", and together with Samstock, "Investor"), Melvin Chasen and Iris Chasen, each individually (collectively, "Stockholder"), and, solely for purposes of Sections 1(e), 2(a), 2(b) and 8 through 19 inclusive of this Agreement, Transmedia Network Inc., a Delaware corporation (the "Company"). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them in Section 8 hereof. R E C I T A L S WHEREAS, reference is hereby made to: (i) that certain Stock Purchase and Sale Agreement, dated as of November 6, 1997, (the "Purchase Agreement") among the Company and Investor, pursuant to which Investor agreed to purchase from the Company, and the Company has agreed to sell to Investor, (A) an aggregate of 2,500,000 newly issued shares of common stock of the Company, par value $.02 per share ("Common Stock"), and (B) warrants to purchase an additional 1,200,000 shares of Common Stock in the aggregate; (ii) that certain Assignment Agreement ("Assignment Agreement"), dated as of even date herewith, among the Company, Investor and Halmostock Limited Partnership, a Wyoming limited partnership ("Halmostock"), pursuant to which Investor has assigned to Halmostock its right to acquire from the Company pursuant to the Purchase Agreement (A) 352,941 shares of Common Stock and (B) warrants to acquire an additional 169,412 shares of Common Stock; (iii) that certain Amended and Restated Investment Agreement, dated as of even date herewith, among the Company, Investor and Stockholder (the "Investment Agreement"); and (iv) that certain Agreement Among Stockholders, dated as of November 6, 1997, by and among, Investor, Stockholder and the Company (the "Original Agreement Among Stockholders"). Capitalized terms used and not defined in this Agreement shall have the meanings ascribed to them in the Investment Agreement. WHEREAS, Investor, Stockholder and the Company intend for this Agreement to amend, restate and supersede the Original Agreement Among Stockholders in its entirety. WHEREAS, as of the date hereof, Stockholder owns of record and/or beneficially, directly or indirectly, that number of shares of Common Stock, or options to purchase shares of Common Stock, set forth opposite Stockholder's name on Exhibit A hereto. WHEREAS, the parties desire that Stockholder grant Investor an irrevocable proxy to vote all Shares whether now owned or hereafter acquired by Stockholder, on the terms set forth in this Agreement. WHEREAS, the parties desire to establish certain rights and restrictions related to the transfer of Shares. 2 A G R E E M E N T NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: Section 1. Voting of Shares / Related Matters. (a) Stockholder does hereby constitute and appoint Investor its true and lawful attorney and proxy during the period that this Agreement remains in force, to appear for, represent, and vote all Shares held by Stockholder, whether now owned or hereafter acquired, for Stockholder at all meetings of the stockholders of the Company, with power to vote upon any and all questions which may arise at any such meeting or meetings, as fully and with the same effect as if Stockholder had voted such Shares, subject, however, to any applicable voting restrictions contained in the Investment Agreement. (b) Investor may vote on behalf of Stockholder in person or by proxy, and, promptly upon request from Investor, from time to time, Stockholder shall execute and deliver to Investor a separate written proxy conferring upon Investor, or such other person as Investor may designate, the full, irrevocable authority to vote all of such Stockholder's Shares, whether now owned or hereafter acquired, at any specified meeting of the stockholders of the Company, subject, however, to any applicable voting restrictions contained in the Investment Agreement. (c) Irrespective of the grant of the proxies referred to in subparagraphs (a) and (b) above, in each event where Stockholder is entitled to vote any Shares, if and when requested by Investor, Stockholder shall vote all of the Shares, whether now owned or hereafter acquired, held by Stockholder which Stockholder is entitled to vote as directed by Investor, subject, however, to any applicable voting restrictions contained in the Investment Agreement. (d) Stockholder hereby agrees that: (i) Investor may appointany Affiliate of Investor to act on Investor's behalf or as Investor's successor under this Section 1 with the same power and authority conferred on Investor; and (ii) all power and authority conferred on Investor by this Section 1 is coupled with an interest and is irrevocable and, to the extent not prohibited by law, shall not be terminated by any act of Investor or Stockholder or by operation of law or by the occurrence of any event whatsoever, including without limitation, the death, incapacity, dissolution, liquidation, termination, bankruptcy, dissolution of marital relationship or insolvency of Investor or Stockholder or any similar event. (e) Subject to any applicable voting restrictions contained in the Investment Agreement, Stockholder and the Company acknowledge that the Company shall be entitled to rely conclusively on any written direction or instruction received from Investor regarding any vote of Stockholder's Shares, and Investor agrees to furnish a copy of any such direction or instructions to Stockholder no later than the time such directions or instructions are provided to the Company. The Company agrees that it will not recognize any purported vote of Stockholder's Shares, except pursuant to written direction or instruction received from Investor. -2- 3 Section 2. Restrictions on Transfer and Related Matters / Permitted Transferees. (a) Stockholder shall not Transfer any Shares except for a Transfer to a Permitted Transferee pursuant to Section 2(b) or a Transfer pursuant to Section 3, 4, 5 or 6, as applicable, and Investor shall not Transfer any Shares except for a Transfer to a Permitted Transferee pursuant to Section 2(b), or a Transfer pursuant to Sections 5 or 6, as applicable. If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be void ab initio; and the Company shall refuse to recognize any such purported transferee of Shares as a holder of such Shares for any purpose. (b) Notwithstanding anything to the contrary in Section 2(a) hereof, for purposes of this Agreement, Stockholder and Investor may Transfer Shares to a Permitted Transferee of such Stockholder or Investor, as the case may be, without complying with the provisions of Sections 3, 4, 5 or 6. As a condition to the effectiveness of any Transfer of Shares to a Permitted Transferee, the Permitted Transferee shall execute a counterpart to this Agreement, whereupon the Permitted Transferee shall hold Shares subject to all of the provisions of this Agreement, as if the Permitted Transferee were the Person who transferred the Shares actually held by the Permitted Transferee. Notwithstanding anything to the contrary in this Agreement: (i) all rights and benefits originally granted to Stockholder or Investor under this Agreement shall remain with it or him (or Stockholder's duly appointed representative, in the event of Stockholder's death or incapacity), and shall not be assigned or transferred to their Permitted Transferees, notwithstanding any Transfer of Shares by them to their Permitted Transferees, as if Stockholder or Investor, as the case may be, who Transferred Shares to their Permitted Transferee were the holders of the Shares actually held by their Permitted Transferee; and (ii) no Permitted Transferee shall be entitled to exercise any right, satisfy any obligation or otherwise take any action or do anything under this Agreement, except through Stockholder or Investor, as the case may be, who Transferred Shares to its Permitted Transferee (or Stockholder's duly appointed representative, in the event of Stockholder's death or incapacity), as the representative for all of such party's Permitted Transferees. Section 3. Right of First Offer on Private Transfer. In the event that Stockholder wishes to sell for cash in a bona fide transaction with an independent third party, whether or not such third party has made an offer to purchase any of Stockholder's Shares, all or any portion of the Shares now owned or hereafter acquired by Stockholder, other than in a Public Sale, Stockholder shall first notify Investor in writing (the "Notice of Intended Sale") of the number of Shares for sale by Stockholder (the "Offered Shares") and the proposed price and other terms of sale. Investor thereupon shall have the right to purchase all (but not less than all) of the Offered Shares at the proposed price in cash and on the other proposed terms of sale. In order to exercise its purchase rights, within five (5) business days (two (2) business days in the event of a proposed sale of no more than 10,000 Shares in the aggregate) after receiving the Notice of Intended Sale from Stockholder, Investor shall deliver to Stockholder a written election (the "Election Notice") to purchase all of the Offered Shares. If Investor does not exercise its purchase rights with respect to all (and not less than all) of the Offered Shares within the time period as provided herein with respect to all of the Offered Shares, or fails to deliver the Election Notice within the time period provided, Stockholder shall be free for a period of ninety (90) days thereafter to complete a sale of the Offered Shares to any Person at or above the price in cash and on substantially the same terms as set forth in Stockholder's notice of intended sale. If such a sale is not consummated within such ninety (90) day period by Stockholder, the Offered Shares shall again be subject to a right of first offer by Investor under -3- 4 the provisions of this Section 3. Except as provided herein, Stockholder shall be bound by the restrictions and limitations imposed by this Agreement after any notice of a desire to sell is given and whether or not any such sale actually occurs. In the event Investor exercises its rights of first offer hereunder, Investor and Stockholder shall, as promptly as practicable and as a condition to their respective obligations hereunder, enter into such agreements and deliver such documents to one another as shall be necessary for the sale of Stockholder's Shares to Investor as contemplated hereby. Notwithstanding anything to the contrary in this Section 3, in the event that after Investor's receipt of the Notice of Intended Sale and prior to the earlier of (i) Stockholder's receipt of the Election Notice or (ii) 5:00 p.m. Eastern Time on the fourth (4th) day following Investor's receipt of the Notice of Intended Sale, the Market Price of the Shares increases or decreases by twenty percent (20%) or more as compared to the Market Price on the last trading day immediately prior to the date of Investor's receipt of the Notice of Intended Sale, Stockholder shall have the right to withdraw its Notice of Intended Sale by written notice to Purchaser, in which event the Notice of Intended Sale actually delivered by Stockholder to Investor shall be deemed for all purposes under this Section 3 as never having been delivered to Investor. Section 4. Right of First Offer on Public Sale. In the event that Stockholder wishes to sell for cash in a Public Sale all or any portion of the Shares now owned or hereafter acquired by Stockholder, whether or not any third party has made an offer to purchase any of Stockholder's Shares, Stockholder shall first notify Investor in writing (the "Notice of Intended Sale") of the number of Shares for sale by Stockholder (the "Offered Shares"). Investor thereupon shall have the right to purchase all or any part of the Offered Shares for cash at their Market Price on the last trading day immediately prior to the date of Investor's receipt of the Notice of Intended Sale. In order to exercise its purchase rights, within five (5) business days (two (2) business days in the event of a proposed Public Sale of no more than 10,000 Shares in the aggregate) after receiving the Notice of Intended Sale from Stockholder, Investor shall deliver to Stockholder a written election "Election Notice" to purchase so many of the Offered Shares as it may desire to purchase. If Investor does not exercise its purchase rights with respect to all of the Offered Shares within the time period as provided herein or fails to deliver the Election Notice within the time period provided, Stockholder shall be free for a period of ten (10) days thereafter to complete a Public Sale of that number of Offered Shares with respect to which Investor failed to exercise its purchase rights. If such Public Sale is not consummated within such ten (10) day period by Stockholder, the Offered Shares shall again be subject to a right of first offer by Investor under the provisions of this Section 4. Except as provided herein, Stockholder shall be bound by the restrictions and limitations imposed by this Agreement after the Notice of Intended Sale is given and whether or not any such sale actually occurs. In the event Investor exercises its rights of first offer hereunder, Investor and Stockholder shall, as promptly as practicable and as a condition to their respective obligations hereunder, enter into such agreements and deliver such documents to one another as shall be necessary for the sale of Stockholder's Shares to Investor as contemplated hereby. Notwithstanding anything to the contrary in this Section 4, in the event that after Investor's receipt of the Notice of Intended Sale and prior to the earlier of (i) Stockholder's receipt of the Election Notice or (ii) 5:00 p.m. Eastern Time on the fourth (4th) day following Investor's receipt of the Notice of Intended Sale, the Market Price of the Shares increases or decreases by twenty percent (20%) or more as compared to the Market Price on the last trading day immediately prior to the date of Investor's receipt of the Notice of Intended Sale, Stockholder shall have the right to withdraw its Notice of Intended Sale by written notice to Purchaser, in which event the Notice of Intended Sale -4- 5 actually delivered by Stockholder to Investor shall be deemed for all purposes under this Section 4 as never having been delivered to Investor. Section 5. Co-Sale Rights. In the event that Investor enters into an agreement to sell to any independent third party or group of independent third parties, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Investor, Investor shall first notify Stockholder in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall not be binding on Investor and shall have no effect on Investor's or Stockholder's rights or obligations under this Section 5). Stockholder thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms of sale as offered to Investor. In order to exercise its co-sale rights, Stockholder, within ten (10) business days after receiving notice from Investor, shall deliver to Investor a written election to participate in the sale to the extent allowed by this Section 5. If Stockholder has elected to participate in the proposed sale, Stockholder shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by Stockholder by the aggregate number of Shares owned by Stockholder, Investor and, if applicable, the Other Tag-Along Stockholders, multiplied by (ii) the total number of Shares to be sold by them in the proposed sale. Notwithstanding anything to the contrary in this Section 5, the sale proceeds to which Stockholder would otherwise be entitled by reason of its participation in a sale pursuant to this Section 5 shall be reduced by an amount equal to the product of Stockholder's Co-Sale Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses (collectively, "Transaction Costs"), incurred by Investor in connection with the sale or the exercise of Stockholder's or the Other Tag-Along Stockholders' rights under this Section 5. Stockholder shall, as promptly as practicable and as a condition to its participation, enter into such agreements as shall be reasonably requested by Investor for the sale of its Shares in the proposed sale. Section 6. Drag-Along Rights. Subject to Section 3 and Section 4, if Investor owns more Company Voting Securities than Stockholder and Investor enters into an agreement (including an agreement in principle) to sell all of its Shares to any purchaser or group of purchasers (other than any Permitted Transferees or Stockholder), in a single arms-length transaction or related series of arms-length transactions with an independent third party or group of independent third parties, Investor may require that Stockholder sell all of its Shares to such purchaser or group of purchasers at a net price and on terms and conditions the same as those on which Investor has agreed to sell its Shares; provided, however, that, notwithstanding the foregoing, prior to the second anniversary of this Agreement, Investor shall not be entitled to require Stockholder to sell its Shares at a net price of $6.00 per share or less. Investor shall give prompt notice to Stockholder that Investor has entered into an agreement of the type described in this Section 6, and Stockholder shall, as promptly as practicable, enter into such agreements as shall reasonably be requested by Investor for the sale of all the Shares in the proposed sale. Notwithstanding anything to the contrary in this Section 6, the sale proceeds to which Stockholder would otherwise be entitled by reason of its participation in a sale pursuant to this Section 6 shall be reduced by an amount equal to the product of (i) the percentage of Shares to be sold in the proposed sale owned by Stockholder, multiplied by (ii) the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and -5- 6 investment bankers' fees and expenses, incurred by Investor in connection with the sale or the exercise of Investor's rights under this Section 6. Section 7. Stockholder Board Seat. So long as Investor is entitled to designate one or two directors in accordance with the provisions of Section 4.4 of the Investment Agreement and Stockholder and Stockholder's Permitted Transferees (other than any charitable organizations) own collectively of record and beneficially at least 950,000 shares of Common Stock, Investor shall vote all Company Voting Securities owned of record by Investor or with respect to which Investor has voting control in favor of the election of Melvin Chasen to the Company's Board of Directors. Section 8. Certain Definitions. "Affiliate" means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person; "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. "Chasen Family Entity" means any corporation, partnership, limited liability company, trust, or other legal entity controlled by Chasen and wholly owned beneficially and of record by Chasen and/or Chasen's spouse, children, grandchildren, parents, siblings, in-laws, nieces and/or nephews or a trust established for any of their benefit, provided such trust is wholly controlled by Chasen. "Market Price" means the closing price of the Common Stock on the New York Stock Exchange (or, if not trading on the New York Stock Exchange, such other securities exchange or over the counter market on which the Company's Common Stock is then trading) as of the date of determination. "Other Tag-Along Stockholder" means Halmostock Limited Partnership and its Permitted Transferees under that certain Stockholders' Agreement, dated as of the date hereof, by and among Investor, Halmostock Limited Partnership and the Company. "Permitted Transferee" means: (i) with respect to the Transfer of Shares by Investor, any Affiliate of Investor or any stockholder, partner or member of any such Affiliate; and (ii) with respect to any Transfer of Shares by Stockholder, (A) any Chasen Family Entity, (B) any charitable organization as defined under Section 501(c)(3) of the Internal revenue Code of 1986, as amended, and (C) any other charitable organization(s), provided Stockholder does not Transfer to any such other charitable organization(s) in the aggregate over the term of this Agreement more than ten percent (10%) of the Shares in any single Transfer or series (related or unrelated) of Transfers. "Person" means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint-stock company, a trust, a business trust, a government or any agency or any political subdivision, any unincorporated organization or any other entity. -6- 7 "Public Sale" means a bona fide sale of Shares either in "broker's transactions" within the meaning of Section 4(4) of the Securities Act of 1933, as amended, or in transactions directly with a "market maker" as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended. "Shares" means all shares of Company Voting Securities, whether now owned or hereafter acquired. "Transfer" means any voluntary or involuntary, direct or indirect, transfer, sale, assignment, donation, pledge, hypothecation, issuance, grant of a security interest in or other disposition or attempted disposition of Shares or any right or interest whatsoever therein, including, without limitation, by operation of law or otherwise, whether with or without consideration or value, and whether for cash, other securities or other property and specifically including any share for share or similar exchange; provided, however, that: (i) any pledge or hypothecation of or grant of security interest in Shares by any Stockholder which is either approved by Investor in writing prior to the pledge, hypothecation or grant of security interest or is effected by Investor or any Affiliate of Investor shall not constitute a "Transfer" of Shares for any purpose under this Agreement; and (ii) any Transfer effected as a result of a Stockholder's death, pursuant to the laws of descent and distribution, by operation of law or otherwise, to such Stockholder's spouse, children, grandchildren, parents, siblings, in-laws, nieces and/or nephews or a trust established for any of their benefit, shall not constitute a "Transfer" of Shares for any purpose under this Agreement, provided each transferee of Shares executes a counterpart to this Agreement, whereupon such transferee shall hold such Shares subject to all of the provisions of this Agreement, as if the transferor were the holder of Shares held by the transferee. Section 9. Notices. All notices, and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, facsimile, to the appropriate address or facsimile number set forth below (or at such other address or facsimile number for a party as shall be specified by like notice): if to Investor: EGI-Transmedia Investors, L.L.C. Two N. Riverside Plaza - Suite 600 Chicago, IL 60606 Attention: F. Philip Handy Fax: (312) 454-0610 with an additional copy to: Rosenberg & Liebentritt, P.C. Two N. Riverside Plaza - Suite 1600 Chicago, IL 60606 -7- 8 Attention: Joseph M. Paolucci, Esq. Fax: (312) 454-0335 if to the Company: Transmedia Network Inc. 11900 Biscayne Boulevard Miami, Florida 33181 Attention: Chief Executive Officer Fax: (305) 892-3342 with an additional copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attention: Stephen P. Farrell, Esq. Fax: (212) 309-6273 If to Stockholder: Mr. Melvin Chasen c/o Transmedia Network Inc. 11900 Biscayne Boulevard Miami, Florida 33181 Attention: Chief Executive Officer Fax: (305) 892-3342 with an additional copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attention: Stephen P. Farrell, Esq. Fax: (212) 309-6273 Section 10. Termination. This Agreement shall terminate and its provisions shall be of no further force and effect if (i) the Zell Group shall, at any time, cease to own in the aggregate Company Voting Securities representing at least five percent (5%) of all Company Voting Securities outstanding or (ii) contemporaneously with the termination of the Purchase Agreement in accordance with Section 9.1 thereof. Section 11. Remedies. Any party having rights under this Agreement may enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and, accordingly, in addition to all other remedies available to any party, such party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific -8- 9 performance and/or injunctive relief in order to enforce, or prevent any violation of, the provisions of this Agreement. Section 12. Entire Agreement. This Agreement, together with the Purchase Agreement and the Investment Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. Any amendments, or alternative or supplementary provisions to this Agreement must be made in writing and duly executed by an authorized representative or agent of each of the parties hereto. Except as contemplated by this Agreement, no Person who is not an original party to this Agreement may become a party hereto without the written consent of each of the parties hereto. Section 13. Non-Waiver. The failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. A breach of any representation, warranty or covenant shall not be affected by the fact that a more general or more specific representation, warranty or covenant was not also breached. Section 14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. Section 15. Severability. The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision. Section 16. Applicable Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State. Section 17. Binding Effect; Benefit, Non-circumvention. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto, and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. No Stockholder shall take any action, alone or in concert with any other person, to circumvent any of the provisions of this Agreement. Section 18. Assignability. This Agreement shall not be assignable by any party without the prior written consent of each of the other parties. any party without the prior written consent of each of the other parties. Section 19. Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. -10- 10 IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Agreement Among Stockholders as of the day and year first above written. EGI-TRANSMEDIA INVESTORS, L.L.C. _____________________________________ By: Sheli Z. Rosenberg, Vice President SAMSTOCK, L.L.C. _____________________________________ By: Sheli Z. Rosenberg, Vice President _____________________________________ Melvin Chasen, individually _____________________________________ Iris Chasen, individually TRANSMEDIA NETWORK INC. _______________________________________ By: Melvin Chasen, President and Chief Executive Officer -10- 11 EXHIBIT A AMENDED AND RESTATED AGREEMENT AMONG STOCKHOLDERS OWNERSHIP OF TRANSMEDIA NETWORK INC. COMMON STOCK AND OPTIONS
Chasen Shares Melvin Chasen Direct 684,961 Iris Chasen 186,958 Iris Chasen 13,820 Chasen Family Partnership 100,000 Chasen Family Partnership 39,600 Melvin Chasen - IRA 25,070 Melvin Chasen - Smith Barney 100 --------- 1,050,509
Options Schedule Option Date Exp. Date Option Price Shares Outstanding Shares Exercisable - ----------- --------- ------------ ------------------ ------------------ 4/14/97 4/14/07 $4.3750 11,859 11,859 4/14/97 4/14/07 4.3750 8,141 8,141 3/23/95 3/23/05 12.2500 7,500 7,500 3/23/95 3/23/05 12.2500 22,500 22,500 3/22/94 3/22/04 15.0000 26,664 26,664 3/22/94 3/22/04 15.0000 18,336 18,336 9/20/93 9/20/98 7.4445 67,500 67,500 5/19/92 5/19/02 4.8333 135,000 135,000 ------- ------- 297,500 297,500
EX-4 4 STOCKHOLDERS AGREEMENT 1 STOCKHOLDERS' AGREEMENT This STOCKHOLDERS' AGREEMENT ("Agreement") is dated as of March 3, 1998, by and among Samstock, L.L.C., a Delaware limited liability company ("Samstock"), EGI-Transmedia Investors, L.L.C., a Delaware limited liability company ( formerly known as Transmedia Investors, L.L.C., "TNI", and together with Samstock, "Investor"), Halmostock Limited Partnership, a Wyoming limited partnership ("Stockholder"), and, solely for purposes of Sections 1(e), 2(a), 2(b) and 7 through 19 inclusive of this Agreement, Transmedia Network Inc., a Delaware corporation (the "Company"). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them in Section 7 hereof. R E C I T A L S WHEREAS, reference is hereby made to: (i) that certain Stock Purchase and Sale Agreement, dated as of November 6, 1997, (the "Purchase Agreement") among the Company and Investor, pursuant to which Investor agreed to purchase from the Company, and the Company has agreed to sell to Investor, (A) an aggregate of 2,500,000 newly issued shares of common stock of the Company, par value $.02 per share ("Common Stock"), and (B) warrants to purchase an additional 1,200,000 shares of Common Stock in the aggregate; (ii) that certain Assignment Agreement ("Assignment Agreement"), dated as of even date herewith, among the Company, Investor and Stockholder, pursuant to which Investor has assigned to Stockholder its right to acquire from the Company pursuant to the Purchase Agreement (A) 352,941 shares of Common Stock and (B) warrants to acquire an additional 169,412 shares of Common Stock, and (iii) that certain Amended and Restated Investment Agreement, dated as of even date herewith, among the Company, Investor and Stockholder (the "Investment Agreement"). Capitalized terms used and not defined in this Agreement shall have the meanings ascribed to them in the Investment Agreement; WHEREAS, as of the date hereof, Stockholder owns of record and beneficially 92,000 and no more shares of Common Stock, and neither Stockholder nor any of its Affiliates owns of record and/or beneficially, directly or indirectly, any other shares of Common Stock, or options to purchase shares of Common Stock, other than pursuant to the Assignment Agreement; WHEREAS, the parties desire that Stockholder grant Investor an irrevocable proxy to vote all Shares whether now owned or hereafter acquired by Stockholder, on the terms set forth in this Agreement; and WHEREAS, the parties desire to establish certain rights and restrictions related to the transfer of Shares. A G R E E M E N T NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 2 Section 1. Voting of Shares / Related Matters. (a) Stockholder, on behalf of itself and each of its Affiliates, does hereby constitute and appoint Investor its true and lawful attorney and proxy during the period that this Agreement remains in force, to appear for, represent, and vote all Shares held by Stockholder and any of its Affiliates, whether now owned or hereafter acquired, for Stockholder and such Affiliates, at all meetings of the stockholders of the Company, with power to vote upon any and all questions which may arise at any such meeting or meetings, as fully and with the same effect as if Stockholder or such Affiliates had voted such Shares, subject, however, to any applicable voting restrictions contained in the Investment Agreement. (b) Investor may vote on behalf of Stockholder and/or such Affiliates in person or by proxy, and, promptly upon request from Investor, from time to time, Stockholder shall, and shall cause its Affiliates to, execute and deliver to Investor a separate written proxy conferring upon Investor, or such other person as Investor may designate, the full, irrevocable authority to vote all of such Stockholder's or such Affiliates' Shares, whether now owned or hereafter acquired, at any specified meeting of the stockholders of the Company, subject, however, to any applicable voting restrictions contained in the Investment Agreement. (c) Irrespective of the grant of the proxies referred to in subparagraphs (a) and (b) above, in each event where Stockholder or its Affiliates is entitled to vote any Shares, if and when requested by Investor, Stockholder shall, and shall cause its Affiliates to, vote all of the Shares, whether now owned or hereafter acquired, held by Stockholder or such Affiliates which Stockholder or such Stockholder Affiliate, is entitled to vote as directed by Investor, subject, however, to any applicable voting restrictions contained in the Investment Agreement. (d) Stockholder, on behalf of itself and its Affiliates, hereby agrees that: (i) Investor may appoint any Affiliate of Investor to act on Investor's behalf or as Investor's successor under this Section 1 with the same power and authority conferred on Investor; and (ii) all power and authority conferred on Investor by this Section 1 is coupled with an interest and is irrevocable and, to the extent not prohibited by law, shall not be terminated by any act of Investor or Stockholder or any of Stockholder's Affiliates or by operation of law or by the occurrence of any event whatsoever, including without limitation, the death, incapacity, dissolution, liquidation, termination, bankruptcy, dissolution of marital relationship or insolvency of Investor or Stockholder or its Affiliates or any similar event. (e) Subject to any applicable voting restrictions contained in the Investment Agreement, Stockholder and the Company acknowledge that the Company shall be entitled to rely conclusively on any written direction or instruction received from Investor regarding any vote of Shares held by Stockholder or its Affiliates, and Investor agrees to furnish a copy of any such direction or instructions to Stockholder no later than the time such directions or instructions are provided to the Company. The Company agrees that it will not recognize any purported vote of Shares held by Stockholder or its Affiliates, except pursuant to written direction or instruction received from Investor. -2- 3 Section 2. Restrictions on Transfer and Related Matters / Permitted Transferees. (a) Stockholder shall not, and shall not permit any of its Affiliates, to Transfer any Shares except for a Transfer to a Permitted Transferee pursuant to Section 2(b) or a Transfer pursuant to Section 3, 4, 5 or 6, as applicable, and Investor shall not Transfer any Shares except for a Transfer to a Permitted Transferee pursuant to Section 2(b), or a Transfer pursuant to Sections 5 or 6, as applicable. If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be void ab initio; and the Company shall refuse to recognize any such purported transferee of Shares as a holder of such Shares for any purpose. (b) Notwithstanding anything to the contrary in Section 2(a) hereof, for purposes of this Agreement, Stockholder and Investor may Transfer Shares to a Permitted Transferee of such Stockholder or Investor, as the case may be, without complying with the provisions of Sections 3, 4, 5 or 6. As a condition to the effectiveness of any Transfer of Shares to a Permitted Transferee, the Permitted Transferee shall execute a counterpart to this Agreement, whereupon the Permitted Transferee shall hold Shares subject to all of the provisions of this Agreement, as if the Permitted Transferee were the Person who transferred the Shares actually held by the Permitted Transferee. Notwithstanding anything to the contrary in this Agreement: (i) all rights and benefits originally granted to Stockholder or Investor under this Agreement shall remain with it or him (or Stockholder's duly appointed representative, in the event of Stockholder's death or incapacity), and shall not be assigned or transferred to their Permitted Transferees, notwithstanding any Transfer of Shares by them to their Permitted Transferees, as if Stockholder or Investor, as the case may be, who Transferred Shares to their Permitted Transferee were the holders of the Shares actually held by their Permitted Transferee; and (ii) no Permitted Transferee shall be entitled to exercise any right, satisfy any obligation or otherwise take any action or do anything under this Agreement, except through Stockholder or Investor, as the case may be, who Transferred Shares to its Permitted Transferee (or Stockholder's duly appointed representative, in the event of Stockholder's death or incapacity), as the representative for all of such party's Permitted Transferees. (c) Notwithstanding anything to the contrary in this Agreement, in order to ensure compliance with Article III of the Investment Agreement, prior to the fifth anniversary of the Closing Date (as defined in the Purchase Agreement), Stockholder shall not, directly or indirectly, by purchase or otherwise, acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of, or sell, transfer any beneficial interest in, or otherwise dispose of or transfer, any Company Voting Securities, or take any action in furtherance thereof, or permit any of its respective Affiliates to do so, if any such action would result in the Zell Group's breach of any provision of Article III of the Investment Agreement, and, in such event, the Company shall refuse to recognize any such purported action, and such purported action shall be void ab initio. In the event of a breach of this Section 2(c) by Stockholder, Stockholder shall indemnify and hold harmless Investor against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages and liabilities in connection with any claim, action, suit, proceeding or investigation arising from such breach by Stockholder. Section 3. Right of First Offer on Private Transfer. In the event that Stockholder or any of its Affiliates desires to sell for cash or other consideration in a bona fide transaction with an -3- 4 independent third party, whether or not such third party has made an offer to purchase any of Stockholder's Shares, all or any portion of the Shares now owned or hereafter acquired by Stockholder or any of its Affiliates, other than in a Public Sale, Stockholder shall first notify Investor in writing (the "Notice of Intended Sale") of the number of Shares for sale by Stockholder and/or its Affiliates (the "Offered Shares") and the proposed price and other terms of sale. Investor thereupon shall have the right to purchase all (but not less than all) of the Offered Shares at the proposed price in cash or other consideration and on the other proposed terms of sale all as specified in the Notice of Intended Sale. In order to exercise its purchase rights, within five (5) business days (two (2) business days in the event of a proposed sale of no more than 10,000 Shares in the aggregate) after receiving the Notice of Intended Sale from Stockholder, Investor shall deliver to Stockholder a written election (the "Election Notice") to purchase all of the Offered Shares. If Investor does not exercise its purchase rights with respect to all (and not less than all) of the Offered Shares within the time period as provided herein with respect to all of the Offered Shares, or fails to deliver the Election Notice within the time period provided: (i) Stockholder and its Affiliates shall be free for a period of ninety (90) days thereafter to complete a sale of the Offered Shares to any Person at or above the price specified in the Notice of Intended Sale and/or on substantially the same terms as set forth in the Notice of Intended Sale; and (ii) Investor and Stockholder shall, and Investor and Stockholder shall cause their Affiliates to, as promptly as practicable and as a condition to their respective obligations hereunder, enter into such agreements and deliver such documents as shall be reasonably necessary for the sale of Stockholder's Shares to such Person as contemplated hereby. If such a sale is not consummated within such ninety (90) day period by Stockholder or its Affiliates, the Offered Shares shall again be subject to a right of first offer by Investor under the provisions of this Section 3. Except as provided herein, Stockholder shall, and shall cause its Affiliates to, be bound by the restrictions and limitations imposed by this Agreement after any notice of a desire to sell is given and whether or not any such sale actually occurs. In the event Investor exercises its rights of first offer hereunder, Investor and Stockholder shall, and Stockholder shall cause its Affiliates to, as promptly as practicable and as a condition to their respective obligations hereunder, enter into such agreements and deliver such documents to one another as shall be reasonably necessary for the sale of Stockholder's Shares to Investor as contemplated hereby. Notwithstanding anything to the contrary in this Section 3, in the event that after Investor's receipt of the Notice of Intended Sale and prior to the earlier of (A) Stockholder's receipt of the Election Notice or (B) 5:00 p.m. Eastern Time on the fourth (4th) day following Investor's receipt of the Notice of Intended Sale, the Market Price of the Shares increases or decreases by twenty percent (20%) or more as compared to the Market Price on the last trading day immediately prior to the date of Investor's receipt of the Notice of Intended Sale, Stockholder shall have the right to withdraw its Notice of Intended Sale by written notice to Purchaser, in which event the Notice of Intended Sale actually delivered by Stockholder to Investor shall be deemed for all purposes under this Section 3 as never having been delivered to Investor. Section 4. Right of First Offer on Public Sale. In the event that Stockholder or any of its Affiliates desires to sell for cash in a Public Sale all or any portion of the Shares now owned or hereafter acquired by Stockholder or such Affiliates, whether or not any third party has made an offer to purchase any of Stockholder's or such Affiliates' Shares, Stockholder shall first notify Investor in writing (the "Notice of Intended Sale") of the number of Shares for sale by Stockholder or such Affiliate (the "Offered Shares"). Investor thereupon shall have the right to purchase all or any part of the Offered Shares for cash at their Market Price on the last trading -4- 5 day immediately prior to the date of Investor's receipt of the Notice of Intended Sale. In order to exercise its purchase rights, within five (5) business days (two (2) business days in the event of a proposed Public Sale of no more than 10,000 Shares in the aggregate) after receiving the Notice of Intended Sale from Stockholder, Investor shall deliver to Stockholder a written election "Election Notice" to purchase so many of the Offered Shares as it may desire to purchase. If Investor does not exercise its purchase rights with respect to all of the Offered Shares within the time period as provided herein or fails to deliver the Election Notice within the time period provided: (i) Stockholder and its Affiliates shall be free for a period of ten (10) days thereafter to complete a Public Sale of that number of Offered Shares with respect to which Investor failed to exercise its purchase rights; and (ii) Investor and Stockholder shall, and Investor and Stockholder shall cause their Affiliates to, as promptly as practicable and as a condition to their respective obligations hereunder, enter into such agreements and deliver such documents as shall be reasonably necessary for the sale of Stockholder's Shares in a Public Sale as contemplated hereby. If such Public Sale is not consummated within such ten (10) day period by Stockholder or its Affiliates, the Offered Shares shall again be subject to a right of first offer by Investor under the provisions of this Section 4. Except as provided herein, Stockholder shall, and shall cause its Affiliates to, be bound by the restrictions and limitations imposed by this Agreement after the Notice of Intended Sale is given and whether or not any such sale actually occurs. In the event Investor exercises its rights of first offer hereunder, Investor and Stockholder shall, and Stockholder shall cause its Affiliates to, as promptly as practicable and as a condition to their respective obligations hereunder, enter into such agreements and deliver such documents to one another as shall be reasonably necessary for the sale of Stockholder's Shares to Investor as contemplated hereby. Notwithstanding anything to the contrary in this Section 4, in the event that after Investor's receipt of the Notice of Intended Sale and prior to the earlier of (i) Stockholder's receipt of the Election Notice or (ii) 5:00 p.m. Eastern Time on the fourth (4th) day following Investor's receipt of the Notice of Intended Sale, the Market Price of the Shares increases or decreases by twenty percent (20%) or more as compared to the Market Price on the last trading day immediately prior to the date of Investor's receipt of the Notice of Intended Sale, Stockholder shall have the right to withdraw its Notice of Intended Sale by written notice to Purchaser, in which event the Notice of Intended Sale actually delivered by Stockholder to Investor shall be deemed for all purposes under this Section 4 as never having been delivered to Investor. Section 5. Co-Sale Rights. In the event that Investor enters into an agreement to sell to any independent third party or group of independent third parties, in a single transaction or related series of transactions, other than a Public Sale, such number of Shares as equals or exceeds more than ten percent (10%) of the Shares held by Investor, Investor shall first notify Stockholder in writing, of the identity of the proposed purchaser(s), the number of Shares proposed to be sold, the proposed purchase price and terms of sale and an estimate of the Transaction Costs (as defined below) (which estimate shall not be binding on Investor and shall have no effect on Investor's or Stockholder's rights or obligations under this Section 5). Stockholder thereupon shall have the right to participate in the proposed sale at the same net price per share and other terms of sale as offered to Investor. In order to exercise its co-sale rights, Stockholder, within ten (10) business days after receiving notice from Investor, shall deliver to Investor a written election to participate in the sale to the extent allowed by this Section 5. If Stockholder has elected to participate in the proposed sale, Stockholder shall be entitled to sell in the proposed sale a number of Shares equal to the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing the number of Shares owned by Stockholder by -5- 6 the aggregate number of Shares owned by Stockholder, Investor and, if applicable, the Other Tag-Along Stockholder, multiplied by (ii) the total number of Shares to be sold by them in the proposed sale. Notwithstanding anything to the contrary in this Section 5, the sale proceeds to which Stockholder would otherwise be entitled by reason of its participation in a sale pursuant to this Section 5 shall be reduced by an amount equal to the product of Stockholder's Co-Sale Fraction multiplied by the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses (collectively, "Transaction Costs"), incurred by Investor in connection with the sale or the exercise of the Stockholder's or the Other Tag-Along Stockholder's rights under this Section 5. Stockholder shall, as promptly as practicable and as a condition to its participation, enter into such agreements as shall be reasonably requested by Investor for the sale of its Shares in the proposed sale. Section 6. Drag-Along Rights. Subject to Section 3 and Section 4, if Investor owns more Company Voting Securities than Stockholder and Investor enters into an agreement (including an agreement in principle) to sell all of its Shares to any purchaser or group of purchasers (other than any Permitted Transferees or Stockholder), in a single arms-length transaction or related series of arms-length transactions with an independent third party or group of independent third parties, Investor may require that Stockholder sell, and cause its Affiliates to sell, all of their Shares to such purchaser or group of purchasers at a net price and on terms and conditions the same as those on which Investor has agreed to sell its Shares; provided, however, that, notwithstanding the foregoing, Investor shall not be entitled to require Stockholder or any of its Affiliates to sell any of the 92,000 shares of Common Stock owned of record and beneficially by Stockholder as of the date of this Agreement at a net price below $7.11 per share. Investor shall give prompt notice to Stockholder that Investor has entered into an agreement of the type described in this Section 6, and Stockholder shall, and shall cause its Affiliates to, as promptly as practicable, enter into such agreements as shall reasonably be requested by Investor for the sale of all the Shares in the proposed sale. Notwithstanding anything to the contrary in this Section 6, the sale proceeds to which Stockholder or any of its Affiliates would otherwise be entitled by reason of its participation in a sale pursuant to this Section 6 shall be reduced by an amount equal to the product of (i) the percentage of Shares to be sold in the proposed sale owned by Stockholder or such Affiliates, multiplied by (ii) the sum of any costs, fees and expenses, including, without limitation, attorneys', accountants' and investment bankers' fees and expenses, incurred by Investor in connection with the sale or the exercise of Investor's rights under this Section 6. Section 7. Certain Definitions. "Affiliate" means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person; "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. "Halmos Controlled Entity" means any corporation, partnership, limited liability company, trust or other legal entity wholly controlled by Steven J. Halmos ("Halmos") and wholly owned beneficially and of record by Halmos and/or Halmos' wife, children, grandchildren, parents, siblings, in-laws, nieces, and/or nephews, or a trust established for any of their benefit, provided -6- 7 such trust is wholly controlled by Halmos, and/or any employees, officers, directors and other representatives of the Reunion Group, Inc. "Market Price" means the closing price of the Common Stock on the New York Stock Exchange (or, if not trading on the New York Stock Exchange, such other securities exchange or over the counter market on which the Company's Common Stock is then trading) as of the date of determination. "Other Tag-Along Stockholder" means Melvin Chasen, Iris Chasen and/or their Permitted Transferees under that certain Amended and Restated Agreement Among Stockholders, dated as of the date hereof, by and among Investor, Melvin Chasen, Iris Chasen and the Company. "Permitted Transferee" means: (i) with respect to the Transfer of Shares by Investor, any Affiliate of Investor or any stockholder, partner or member of any such Affiliate; and (ii) with respect to any Transfer of Shares by Stockholder, Steven J. Halmos, any Halmos Controlled Entity or any charitable organization as defined under Section 501(c)(3) of the Internal revenue Code of 1986, as amended (the "Code"). "Person" means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint-stock company, a trust, a business trust, a government or any agency or any political subdivision, any unincorporated organization or any other entity. "Public Sale" means a bona fide sale of Shares either in "broker's transactions" within the meaning of Section 4(4) of the Securities Act of 1933, as amended, or in transactions directly with a "market maker" as that term is defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended. "Shares" means all shares of Company Voting Securities, whether now owned or hereafter acquired. "Transfer" means any voluntary or involuntary, direct or indirect, transfer, sale, assignment, donation, pledge, hypothecation, issuance, grant of a security interest in or other disposition or attempted disposition of Shares or any right or interest whatsoever therein, including, without limitation, by operation of law or otherwise, whether with or without consideration or value, and whether for cash, other securities or other property and specifically including any share for share or similar exchange; provided, however, that: (i) any pledge or hypothecation of or grant of security interest in Shares by Stockholder which is either approved by Investor in writing prior to the pledge, hypothecation or grant of security interest or is done by Investor or any Affiliate of Investor shall not constitute a "Transfer" of Shares for any purpose under this Agreement; and (ii) any Transfer done as a result of a Stockholder's death, pursuant to the laws of descent and distribution, by operation of law or otherwise, to such Stockholder's -7- 8 spouse, children, grandchildren, parents, siblings, in-laws, nieces and/or nephews or a trust established for any of their benefit, shall not constitute a "Transfer" of Shares for any purpose under this Agreement, provided each transferee of Shares executes a counterpart to this Agreement, whereupon such transferee shall hold such Shares subject to all of the provisions of this Agreement, as if the transferor were the holder of Shares held by the transferee. Section 8. Notices. All notices, and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, facsimile, to the appropriate address or facsimile number set forth below (or at such other address or facsimile number for a party as shall be specified by like notice): if to Investor: EGI-Transmedia Investors, L.L.C. Two N. Riverside Plaza - Suite 600 Chicago, IL 60606 Attention: F. Philip Handy Fax: (312) 454-0610 with an additional copy to: Rosenberg & Liebentritt, P.C. Two N. Riverside Plaza - Suite 1600 Chicago, IL 60606 Attention: Joseph M. Paolucci, Esq. Fax: (312) 454-0335 if to the Company: Transmedia Network Inc. 11900 Biscayne Boulevard Miami, Florida 33181 Attention: Chief Executive Officer Fax: (305) 892-3342 with an additional copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attention: Stephen P. Farrell, Esq. Fax: (212) 309-6273 -8- 9 If to Stockholder: Halmostock Limited Partnership 21 W. Las Olas Boulevard Ft. Lauderdale, FL 33301 Attention: Steven J. Halmos Fax: (954) 760-4983 with an additional copy to: Kenny Nachwalter Seymour Arnold Critchlow & Spector, P.A. 1100 Miami Center 201 South Biscayne Boulevard Miami, Florida 33131-4327 Attention: Thomas H. Seymour, Esq. Fax: (305) 372-1861 Section 9. Termination. This Agreement shall terminate and its provisions shall be of no further force and effect if (i) the Zell Group shall, at any time, cease to own in the aggregate Company Voting Securities representing at least five percent (5%) of all Company Voting Securities outstanding or (ii) contemporaneously with the termination of the Purchase Agreement in accordance with Section 8.1 thereof. Section 10. Remedies. Any party having rights under this Agreement may enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and, accordingly, in addition to all other remedies available to any party, such party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violation of, the provisions of this Agreement. Section 11. Prevailing Party's Attorneys' Fees. Notwithstanding anything to the contrary in this Agreement, in the event of a dispute among Investor, Stockholder and/or their respective Affiliates concerning the interpretation or enforcement of any provision of this Agreement, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable attorneys' fees and expenses incurred by the prevailing party in connection with such dispute. The Company shall not be bound by this Section 11. Section 12. Entire Agreement. This Agreement, together with the Purchase Agreement, the Assignment Agreement, the Investment Agreement and the other Transaction Documents (as defined in the Purchase Agreement), as the same may be amended by their terms from time to time, constitutes the entire agreement between the parties with respect to the subject matter hereof and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. Any amendments, or alternative or supplementary provisions to this Agreement must be made in writing and duly executed by an authorized representative or agent of each of the parties -9- 10 hereto. Except as contemplated by this Agreement, no Person who is not an original party to this Agreement may become a party hereto without the written consent of each of the parties hereto. Section 13. Non-Waiver. The failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. A breach of any representation, warranty or covenant shall not be affected by the fact that a more general or more specific representation, warranty or covenant was not also breached. Section 14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. Section 15. Severability. The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision. Section 16. Applicable Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State. Section 17. Binding Effect; Benefit, Non-circumvention. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto, and their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement. No party hereto shall take any action, alone or in concert with any other person, to circumvent any of the provisions of this Agreement. Notwithstanding anything herein to the contrary, Steven J. Halmos shall not be personally liable for any obligation or liability whatsoever under this Agreement. Section 18. Assignability. This Agreement shall not be assignable by any party without the prior written consent of each of the other parties. Section 19. Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. -10- 11 IN WITNESS WHEREOF, the undersigned have executed this Stockholders' Agreement as of the day and year first above written. EGI-TRANSMEDIA INVESTORS, L.L.C. _____________________________________ By: Sheli Z. Rosenberg Vice President SAMSTOCK, L.L.C. _____________________________________ By: Sheli Z. Rosenberg Vice President HALMOSTOCK LIMITED PARTNERSHIP by Halmos Investments-Western, Inc., its general partner By: __________________________________ Steven Halmos, President TRANSMEDIA NETWORK INC. By: ______________________________ Melvin Chasen, President and Chief Executive Officer -11- EX-5 5 AMENDED INVESTMENT AGREEMENT 1 AMENDED AND RESTATED INVESTMENT AGREEMENT Amended and Restated Investment Agreement dated as of March 3, 1998, (as amended, supplemented or otherwise modified from time to time, this "Agreement"), among Transmedia Network Inc., a Delaware corporation (the "Company"), Samstock, L.L.C., a Delaware limited liability company ("Samstock"), EGI-Transmedia Investors, L.L.C., a Delaware limited liability company (formerly known as Transmedia Investors, L.L.C., "TNI"), and Halmostock Limited Partnership, a Wyoming limited partnership ("Halmostock"), (each of the foregoing parties, other than the Company, individually an "Investor" and collectively the "Investors"). W I T N E S S E T H: WHEREAS, pursuant to that certain Stock Purchase and Sale Agreement, dated as of November 6, 1997, among the Company and, Samstock and TNI (the "Purchase Agreement"), the Company has agreed to issue and sell to Samstock and/or TNI, and Samstock and/or TNI have agreed to purchase from the Company, an aggregate of (i) 2,500,000 newly issued shares (collectively, the "Shares") of the Company's Common Stock, par value $.02 per share ("Common Stock"), and (ii) a warrant (the "Warrant") to purchase an additional 1,200,000 shares (collectively, the "Warrant Shares") of Common Stock, in each case in such proportions as are set forth in a notice delivered to the Company pursuant to the terms of the Purchase Agreement. WHEREAS, pursuant to that certain Assignment Agreement ("Assignment Agreement"), dated as of even date herewith, among the Company, Samstock, TNI, and Halmostock, Samstock and TNI have assigned to Halmostock their right to acquire from the Company pursuant to the Purchase Agreement (i) 352,941 of the Shares and (ii) a portion of the Warrant exerciseable for 169,412 Warrant Shares. WHEREAS, the Company, Samstock, TNI, and Melvin Chasen and Iris Chasen, individuals residing in the State of Florida (together "Chasen"), have entered into an Amended and Restated Agreement Among Stockholders, as of the date hereof (the "Agreement Among Stockholders"). WHEREAS, the Company, Samstock, TNI and Halmostock, have entered into a Stockholders' Agreement, as of the date hereof (the "Stockholders' Agreement"). WHEREAS, reference is made to that certain Investment Agreement, dated as of November 6, 1997, among the Company, Samstock and TNI (the "Original Investment Agreement"). WHEREAS, the Company and the Investors are entering into this Agreement to establish certain arrangements with respect to the relationships between them, and intend for this Agreement to amend, restate and supersede the Original Investment Agreement in its entirety. NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows: 2 ARTICLE I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: 1.1 The terms "beneficial ownership," "person" and "group" shall have the respective meanings ascribed to such terms pursuant to Regulation 13D-G adopted by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof. The term "affiliate" shall have the meaning ascribed to such term pursuant to Rule 12b-2 under the Exchange Act, as in effect on the date hereof. 1.2 The "Combined Voting Power" at any measurement date shall mean the total number of votes which could have been cast in an election of directors of the Company had a meeting of the stockholders of the Company been duly held based upon a record date as of the measurement date if all Company Voting Securities then outstanding and entitled to vote at such meeting were present and voted to the fullest extent possible at such meeting. 1.3 "Company Voting Securities" shall mean, collectively, Common Stock, any preferred stock of the Company that is entitled to vote generally for the election of directors, any other class or series of Company securities that is entitled to vote generally for the election of directors and any other securities, warrants, options or rights of any nature (whether or not issued by the Company) that are convertible into, exchangeable for, or exercisable for the purchase of, or otherwise give the holder thereof any rights in respect of, Common Stock, Company preferred stock that is entitled to vote generally for the election of directors, or any other class or series of Company securities that is entitled to vote generally for the election of directors. 1.4 "Disinterested Director" means Independent Directors who are "disinterested directors" as that term is used in Section 144 of the Delaware General Corporate Law. 1.5 "Effective Date" means the Closing Date as defined in the Purchase Agreement. 1.6 "Independent Director" means directors of the Company who (i) are not current or former employees or officers of the Company, (ii) are not serving as designees of Samstock pursuant to Section 4.2 hereof, (iii) are not 5% or greater stockholders of the Company, and (iv) have no financial interest in and are not otherwise associated with any of the Investors, the Company, any subsidiary of the Company or any of their respective affiliates, excluding, however, any equity interest of not more than 2% of any publicly-held entity. The term "associated" means having a business, financial or familial relationship that might reasonably be expected to affect the individual's judgment with respect to matters in which a member of the Zell Group might be interested. 1.7 The "Maximum Permitted Voting Power" at any measurement date shall mean the Voting Power as of such measurement date of all Company Voting Securities, regardless of the holder thereof, (i) represented by the Shares or the Warrant Shares, (ii) outstanding as of the date hereof and subject to the Agreement Among Stockholders or the Stockholders' Agreement or (iii) issued by the Company after the date hereof and subject to the Agreement -2- 3 Among Stockholders or the Stockholders' Agreement upon issuance; provided, however, that, in the event that the Company issues any Company Voting Securities after the date hereof, the Maximum Permitted Voting Power shall be adjusted so that the percentage of the Combined Voting Power represented by the Maximum Permitted Voting Power shall not be reduced. 1.8 "Zell Affiliate" means Samstock, TNI and any of their respective affiliates under control of or common control with Samstock or TNI (exclusive of Halmostock, Chasen and their respective affiliates). 1.9 "Zell Group" means (i) Samstock, (ii) TNI, (iii) any member of Samstock or TNI, (iv) any affiliate of any member of Samstock or TNI under control of, or common control with, such member, (v) Halmostock, (vi) any partner of Halmostock, (vii) any affiliate of any partner of Halmostock under control of, or common control with, Halmostock, and (viii) any corporations, partnerships, limited liability companies or other legal entities that are the affiliates of any of the foregoing, collectively; provided, however, that publicly held entities that might fall within this definition (a "Public Zell Affiliate") shall not be treated as affiliates of any member of the Zell Group hereunder unless any member of the Zell Group or any of its affiliates took any action, directly or indirectly, to suggest, encourage or assist such entity in taking the relevant action to be attributed to the Zell Group hereunder. For purposes of the preceding sentence and the similar clause appearing in the second sentence of Section 3.1, the failure of any member of the Zell Group or any of its affiliates, upon learning of a Public Zell Affiliate's action, to request that such Public Zell Affiliate refrain from taking such action because of the provisions of this Agreement will be deemed to constitute "encouraging or assisting" in such action. ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 Samstock and TNI jointly and severally represent and warrant to the Company and Chasen as follows: (a) Each of Samstock and TNI is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Each of Samstock and TNI has the limited liability company power and authority to enter into this Agreement and perform its obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered by each of Samstock and TNI and constitutes the legal, valid and binding agreement of each of Samstock and TNI, enforceable against each of them in accordance with the terms hereof. (c) Neither the execution and delivery of this Agreement nor the performance by Samstock or TNI of its obligations hereunder will conflict with, or result in a breach of, or constitute a default under, any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or any agreement or instrument to which Samstock, TNI or their respective properties are bound or by which they are affected or any organizational documents of Samstock or TNI. (d) As of the date hereof, no shares of Common Stock (other than the Shares and the Warrant Shares) are currently beneficially owned by Samstock or TNI. - 3 - 4 2.2 Halmostock represents and warrants to the Company, Samstock, TNI and Chasen as follows: (a) Halmostock is a limited partnership duly formed, validly existing and in good standing under the laws of Wyoming. Halmostock has the limited partnership power and authority to enter into this Agreement and perform its obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered by Halmostock and constitutes the legal, valid and binding agreement of Halmostock, enforceable against it in accordance with the terms hereof. (c) Neither the execution and delivery of this Agreement nor the performance by Halmostock of its obligations hereunder will conflict with, or result in a breach of, or constitute a default under, any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or any agreement or instrument to which Halmostock or its properties are bound or by which they are affected or the certificate of limited partnership or limited partnership agreement of Halmostock. (d) As of the date hereof and as of the Closing Date, Halmostock beneficially owns 92,000 (and no more) shares of Common Stock (other than the Shares and the Warrant Shares), free and clear of any liens, claims, equities or encumbrances of any kind. 2.3 The Company represents and warrants to Investors as follows: (a) The Company is a validly existing corporation under the laws of the jurisdiction of its organization and has the corporate power and authority to enter into this Agreement and perform its obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding agreement of the Company, enforceable against the Company in accordance with the terms hereof. (c) Neither the execution and delivery of this Agreement nor the performance of its obligations hereunder will conflict with, or result in a breach of, or constitute a default under, any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or any agreement or instrument to which the Company is bound or by which it is affected or any charter documents of the Company. ARTICLE III STANDSTILL AGREEMENT 3.1 Acquisition of Company Voting Securities. Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, from and after the Effective Date and prior to the fifth anniversary of the Effective Date, no member of the Zell Group shall, directly or indirectly, acquire, offer to acquire, agree to acquire, become the beneficial owner of or obtain any rights in respect of any Company Voting Securities, by purchase or otherwise, or take any action in furtherance thereof, if the effect of such acquisition, agreement or other action would be (either - 4 - 5 immediately or upon consummation of any such acquisition, agreement or other action, or expiration of any period of time provided in any such acquisition, agreement or other action) to increase the aggregate beneficial ownership of Company Voting Securities by the Zell Group to such number of Company Voting Securities that represents or possesses greater than the Maximum Permitted Voting Power. Notwithstanding the foregoing maximum limitations, (A) no member of the Zell Group shall be obligated to dispose of any Company Voting Securities beneficially owned in violation of such maximum limitations if, and solely to the extent that, its beneficial ownership is or will be increased solely as a result of (1) a repurchase of any Company Voting Securities by the Company or any of its subsidiaries if such repurchase was approved by a majority of the Disinterested Directors or (2) the purchase by any Public Zell Affiliate not otherwise constituting a part of the Zell Group in accordance with Section 1.9 hereof unless any member of the Zell Group took any action, directly or indirectly, to suggest, encourage or assist in such purchase and (B) the foregoing shall not prohibit any purchase of Company Voting Securities directly from the Company pursuant to the exercise of the Warrant and any rights, oversubscription rights or standby purchase obligations in connection with rights offerings by the Company or exercise of any stockoptions granted by the Company. For purposes of calculating the maximum limitations, all Company Voting Securities that are the subject of an agreement, arrangement or understanding pursuant to which the Zell Group or any member thereof has the right to obtain beneficial ownership of such securities in the future (including the Warrant Shares to the extent the Warrant has not been exercised or has not expired) shall also be deemed to be outstanding and beneficially owned by the Zell Group or the applicable member thereof. 3.2 Proxy Solicitations, etc. Prior to the fifth anniversary of the Effective Date, no member of the Zell Group shall solicit proxies, assist any other person in any way, directly or indirectly, in the solicitation of proxies, become a "participant" in a "solicitation" or assist any "participant" in a "solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under the Exchange Act) in opposition to the recommendation of a majority of the Disinterested Directors, submit any proposal for the vote of stockholders of the Company, in each case (a) without the prior approval of the majority of the Disinterested Directors or (b) other than with respect to Company Voting Securities (i) held by any member of the Zell Group or (ii) subject to the Agreement Among Stockholders or the Stockholders' Agreement. 3.3 No Voting Trusts, Pooling Agreements, or Formation of "Groups". Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to the fifth anniversary of the Effective Date, no member of the Zell Group shall (a) form, join or in any other way participate in a partnership, pooling agreement, syndicate, voting trust or other "group" with respect to Company Voting Securities other than (i) the Zell Group or (ii) with any Company stockholders who are parties to the Agreement Among Stockholders or the Stockholders' Agreement as of the date hereof or hereafter become parties to the Agreement Among Stockholders or the Stockholders' Agreement in each case in accordance with the terms thereof as a result of a sale, assignment or other transfer of Company Voting Securities that are subject to the Agreement Among Stockholders or the Stockholders' Agreement ("Other Covered Stockholders"); or (b) enter into any agreement or arrangement or otherwise act in concert with any other person other than a member of the Zell Group (provided such member of the Zell Group is itself bound by the terms of this Agreement), or a holder of any interest in any entity included within the Zell Group, for the purpose of acquiring, holding, voting or disposing of Company Voting Securities, other than with any Other Covered Stockholders. - 5 - 6 3.4 No Solicitation of Bidders. Prior to the fifth anniversary of the Effective Date, no member of the Zell Group shall directly or indirectly assist, encourage or induce any person to bid for or acquire outstanding Company Voting Securities (other than any Company Voting Securities held by the Zell Group) in any transaction or series of related transactions, unless the consummation of such transaction or series of related transactions requires approval of a majority of the Board of Directors. Prior to disclosing any confidential non-public information concerning the Company to such person, such person shall have executed and delivered to the Zell Group a confidentiality and standstill agreement on substantially the same terms as those set forth in the letter agreement dated July 16, 1997, entered into between the Company and an affiliate of Samstock and TNI in connection with the transactions contemplated by the Purchase Agreement, with such duration as shall be appropriate under the circumstances in the reasonable judgment of the Zell Group. Promptly upon the Zell Group entering into any written agreement or arrangement with such person concerning a transaction covered by this Section 3.4 (including such aforementioned confidentiality and standstill agreement), the Zell Group shall notify the Company's Board of Directors and provide the Company's Board of Directors with copies of the same; provided, however, that the mere sale of Company Voting Securities by any member of the Zell Group shall not constitute assisting, encouraging or inducing within the meaning of this Section 3.4. 3.5 Non-Circumvention. Except as the same may be approved by a majority of the Disinterested Directors in a specific resolution to that effect adopted prior to the taking of such action, prior to the fifth anniversary of the Effective Date, no member of the Zell Group shall take any action, alone or in concert with any other person to circumvent the limitations of the provisions of Article III of this Agreement. Without limiting the generality of the foregoing, without such approval no member of the Zell Group shall (i) present to the Company or to any third party any proposal that can reasonably be expected to result in any increase beyond the Maximum Permitted Voting Power of Company Voting Securities beneficially owned in the aggregate by the Zell Group, (ii) publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions that would result in any increase beyond the Maximum Permitted Voting Power of Company Voting Securities beneficially owned in the aggregate by the Zell Group, or (iii) initiate, request, induce or attempt to induce or give encouragement to any other person to initiate any proposal that can reasonably be expected to result in any increase beyond the Maximum Permitted Voting Power of Company Voting Securities beneficially owned in the aggregate by the Zell Group. ARTICLE IV VOTING OF COMPANY SECURITIES AND RELATED MATTERS 4.1 Each member of the Zell Group that is a holder of record of Company Voting Securities shall be present, and each member of the Zell Group that is a beneficial owner of Company Voting Securities shall cause the holder of record to be present, in person or by proxy, at all meetings of stockholders of the Company so that all Company Voting Securities owned of record or beneficially by the Zell Group may be counted for the purpose of determining the presence of a quorum at such meetings. 4.2 So long as Samstock is entitled to designate one or two directors in accordance with the provisions of Section 4.4 hereof, except to the extent otherwise provided herein, the - 6 - 7 Company shall take all necessary or appropriate action to assist in the nomination and election as directors of (i) that number of individuals specified in Section 4.4 below designated by Samstock to be elected as directors of the Company, provided such designees are reasonably acceptable to the Independent Directors at the time of their designation, and (ii) two Independent Directors. All persons to be so designated as Independent Directors shall be individuals selected by a majority of the Independent Directors then in office and shall be mutually acceptable to Samstock on the one hand and a majority of the Independent Directors on the other hand. The Company hereby agrees and acknowledges that Sam Zell, F. Philip Handy, Rod Dammeyer and Steven J. Halmos are reasonably acceptable to the Independent Directors as directors of the Company. The Company hereby agrees and acknowledges that Lester Wunderman is reasonably acceptable as an Independent Director. The Company further agrees that one position on the Board of Directors of the Company is intended to be filled by the chief executive officer to be selected by the Board of Directors of the Company, and that in no event shall the chief executive officer of the Company count as a designee of Samstock. Samstock shall cause its designees on the Board of Directors of the Company to take all necessary or appropriate action to assist in the nomination and election as directors of all such nominees as may be selected to serve as Independent Directors in the manner described above. The Zell Group and the directors designated by Samstock shall not vote (as stockholders or directors) in favor of, and shall not take any other action in furtherance of or seeking to cause, a reduction of the number of directors of the Company below seven directors or the removal of any Independent Directors. 4.3 For purposes of this Agreement, directors "designated by Samstock" shall include directors designated by Samstock as anticipated by this Article IV, and any other directors of the Company (other than the Company's chief executive officer) affiliated or associated with any member of the Zell Group. 4.4 Samstock shall be entitled to designate the following number of directors pursuant to Section 4.2 hereof: (a) so long as the members of the Zell Group that have executed this Agreement as parties (the "Zell Contracting Parties") beneficially own collectively at least 15% of the Combined Voting Power of all Company Voting Securities (including, for these purposes, the Warrant Shares issuable upon exercise of the Warrant until such time as the Warrant expires), Samstock shall have the right to designate two directors of the Company, provided such designees are reasonably acceptable to the Independent Directors at the time of their designation (it being hereby acknowledged and agreed by the Company that each of Sam Zell, F. Philip Handy, Rod Dammeyer and Steven J. Halmos will be acceptable to the Company at the time of designation); and (b) so long as the Zell Contracting Parties beneficially own less than 15%, but at least 5% of the Combined Voting Power of all Company Voting Securities (as so calculated), Samstock shall have the right to designate one director of the Company, provided such designee is reasonably acceptable to the Independent Directors at the time of his or her designation (it being hereby acknowledged and agreed by the Company that each of Sam Zell, F. Philip Handy, Rod Dammeyer and Steven J. Halmos will be acceptable to the Company at the time of designation); - 7 - 8 provided, however, that at any time when the Zell Contracting Parties shall no longer beneficially own at least 15% of the Combined Voting Power of all Company Voting Securities (as so calculated), Samstock shall cause one of its two designees to resign forthwith such that only one designee remains on the Board of Directors of the Company; and provided, further, that at any time when the Zell Contracting Parties shall no longer beneficially own at least 5% of the Combined Voting Power of all Company Voting Securities (as so calculated), Samstock shall not have the right to designate any directors of the Company, Samstock's rights under this Article IV shall terminate, Samstock shall cause its designees to resign forthwith such that no designee of Samstock remains on the Board of Directors of the Company and all of the covenants under Article IV of this Agreement shall lapse and no longer be of any force or effect. In addition, all of the covenants under Article III of this Agreement shall lapse and no longer be of any force or effect if for any reason any of the director designees who are designated by Samstock pursuant to the rights granted by Section 4.2, and are reasonably acceptable to the Independent Directors at the time of their designation in accordance with Sections 4.2 and 4.4, shall not be nominated for election as a director of the Company with the unanimous recommendation of all of the directors of the Company (other than those directors designated by Samstock pursuant to Section 4.2) at the next election of directors of the Company following Samstock's designation. At any time when Samstock shall have the right to designate one or two directors, as the case may be, pursuant to this Article IV, the Company shall not increase the number of directors to more than seven directors without the prior written consent of Samstock. 4.5 Except as expressly set forth above, the Investors shall vote all Company Voting Securities owned of record by the Investors and shall cause all Company Voting Securities owned beneficially by the Investors to be voted with respect to the election or removal of directors of Company, (a) either (i) in accordance with the recommendations of a majority of the Disinterested Directors, or (ii) in the same proportions (including abstentions) as the holders of record of Company Voting Securities other than those beneficially owned by the Zell Group that are entitled to vote on the election of directors (or such other matter) vote their Company Voting Securities, provided, however, that notwithstanding the foregoing subparagraph (a), the Investors may at all times vote their Company Voting Securities for the election or retention of the one or two directors, as the case may be, designated by Samstock in accordance with Section 4.2. ARTICLE V REGISTRATION RIGHTS 5.1 Definitions. For purposes of this Article V: (a) The term "register," "registered" and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended (the "Act"). (b) The term "Registrable Securities" means shares of Common Stock held, from time to time, by any member of the Zell Group or any Other Covered Stockholders. (c) The term "Holder" means any (i) Zell Contracting Party or (ii) Other Covered Stockholder who is a party hereto or who executes and delivers to the Company a joinder - 8 - 9 agreement, agreeing to be legally bound by this Article V, in each case who owns of record Registrable Securities. (d) The term "Rule 415 Offering" means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Act. (e) The term "Shelf Registration Statement" means a registration statement intended to effect a shelf registration in connection with a Rule 415 Offering. 5.2 Shelf Registrations. (a) Shares and Warrant Shares. As soon as practicable after the Effective Date, but in any event no later than ninety (90) days after the Effective Date, the Company shall prepare and file with the SEC a Shelf Registration Statement (which shall include pledgees of any selling stockholder under the caption "plan of distribution" contained in such Shelf Registration Statement) with respect to all Shares and Warrant Shares and use its reasonable efforts to cause such Shelf Registration Statement to become effective and keep such registration statement effective until such time as all Shares and Warrant Shares have been sold or disposed of thereunder or sold, transferred or otherwise disposed of (other than pursuant to a pledge of such Registrable Securities) to a person that is not a Holder or, with respect to any Warrant Shares for which the Warrant has not been exercised prior to its expiration, until such time as the Warrant has expired. Notwithstanding the foregoing, if the Company shall furnish to Samstock a certificate signed by the Chief Executive, Chief Operating, or Chief Financial Officer of the Company stating that, in the good faith judgment of a majority of the Disinterested Directors, it would be materially detrimental to the Company for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the Samstock's request; provided, however, that the Company may not utilize this right more than once in any 12-month period. (b) Additional Shares. If the Company shall at any time receive a written request from Samstock (or its designee) on behalf of any Zell Affiliates who are the Holders of Registrable Securities that the Company file a Shelf Registration Statement with respect to any Registrable Securities, then, within sixty (60) days after the receipt of such request, the Company shall prepare and file with the SEC a Shelf Registration Statement (which shall include pledgees of any selling stockholder in the "plan of distribution") with respect to all Registrable Securities which the Holders request to be registered and use its reasonable efforts to cause such Shelf Registration Statement to become effective and keep such Shelf Registration Statement effective until such time as all Registrable Securities covered thereby have been sold or disposed of thereunder or sold, transferred or otherwise disposed of (other than pursuant to a pledge of such Registrable Securities) to a person that is not a Holder. The rights to cause the Company to file a Shelf Registration Statement under this Section 5.2(b) shall be in addition to the rights to cause the Company to file a Shelf Registration Statement under Section 5.2(a). Notwithstanding the foregoing, if the Company shall furnish to Samstock a certificate signed by the Chief Executive, Chief Operating, or Chief Financial Officer of the Company stating that, in the good faith judgment of a majority of the Disinterested Directors, it would be materially detrimental to the Company for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 120 days after receipt of the Samstock's request; provided, however, that the Company may not utilize this right more than twice in any 12-month period. - 9 - 10 (c) Schedule 13D Statement. Samstock and TNI covenant and agree that they will, and that they shall cause each Zell Affiliate which shall at any time hold Shares and/or Warrant Shares subject to Section 5.2(a) hereof to, include in any Schedule 13D filed by or on behalf of such Holder a statement to the effect that such Shelf Registration Statement was put in effect for the sole purpose of facilitating such Holder's ability to margin its stock and does not represent any present intention on behalf of the Holder to dispose of any Shares or Warrant Shares covered thereby. Halmostock covenants and agrees that it will, and that it shall cause each of its affiliates (other than Zell Affiliates) which shall at any time hold Shares and/or Warrant Shares subject to Section 5.2(a) hereof to, include in any Schedule 13D filed by or on behalf of such Holder a statement to the effect that such Shelf Registration Statement does not represent any present intention on behalf of the Holder to dispose of any Shares or Warrant Shares covered thereby. 5.3 Additional Obligations of the Company. Whenever the Company has filed a Shelf Registration Statement under this Article V, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC such amendments and supplements to such Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered thereby. (b) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities covered by such Shelf Registration Statement owned by them. (c) Use its best efforts to register and qualify the securities covered by such Shelf Registration Statement under such other securities or Blue Sky laws of such states or other jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions where it is not so subject. (d) Notify each Holder of Registrable Securities covered by such Shelf Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and then use its best efforts to promptly correct such statement or omission. Notwithstanding the foregoing and anything to the contrary set forth in this Section 5.2, each Holder acknowledges that the Company shall have the right to suspend the use of the prospectus forming a part of a Shelf Registration Statement if such offering would interfere with a pending corporate transaction or for other reasons until such time as an amendment to the Shelf Registration Statement has been filed by the Company and declared effective by the SEC, or until such time as the Company has filed an appropriate report with the SEC pursuant to the Exchange Act. Each Holder hereby covenants that it will (a) keep any such notice strictly confidential, and (b) not sell any shares of Common Stock pursuant to such prospectus during the period commencing at the time at which the Company gives the Holder notice of the suspension of the use of such - 10 - 11 prospectus and ending at the time the Company gives the Holder notice that it may thereafter effect sales pursuant to such prospectus. The Company shall only be able to suspend the use of such prospectus for periods aggregating no more than 90 days in respect of any registration. 5.4 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article V with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder's Registrable Securities and as may be required from time to time to keep such registration current. 5.5 Expenses of Shelf Registration. All expenses incurred by or on behalf of the Company in connection with registrations, filings or qualifications pursuant to Section 5.2, including, without limitation, all registration, filing and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by the Company. In no event shall the Company be obligated to bear any underwriting discounts or commissions or brokerage fees or commissions relating to Registrable Securities or the fees and expenses of counsel to the selling Holders. 5.6 Indemnification. In the event any Registrable Securities are included in a Shelf Registration Statement under this Article V: (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder and the affiliates of such Holder, and their respective directors, officers, general and limited partners, agents and representatives (and the directors, officers, affiliates and controlling persons thereof), and each other person, if any, who controls such Holder within the meaning of the Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus (but only if such statement is not corrected in the final prospectus) contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading (but only if such omission is not corrected in the final prospectus), or (iii) any violation or alleged violation by the Company in connection with the registration of Registrable Securities under the Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, affiliate or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder or controlling person. Each indemnified party shall furnish such information regarding itself or the claim in question as an - 11 - 12 indemnifying party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom. (b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 5.6(b) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 5.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; provided, that, in no event shall any indemnity under this Section 5.6(b) exceed the gross proceeds from the offering received by such Holder. (c) Promptly after receipt by an indemnified party under this Section 5.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties. The failure to deliver written notice to the indemnifying party within a reasonable time after the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 5.6 to the extent of such prejudice, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 5.6. The indemnified party shall have the right, but not the obligation, to participate in the defense of any action referred to above through counsel of its own choosing and shall have the right, but not the obligation, to assert any and all separate defenses, cross claims or counterclaims which it may have, and the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of such counsel has been specifically authorized in advance by the indemnifying party, (ii) there is a conflict of interest that prevents counsel for the indemnifying party from adequately representing the interests of the indemnified party or there are defenses available to the indemnified party that are different from, or additional to, the defenses that are available to the indemnifying party, (iii) the indemnifying party does not employ counsel that is reasonably satisfatory to the indemnified party within a reasonable period of time, or (iv) the indemnifying party fails to assume the defense or does not reasonably contest such action in good faith, in which case, if the indemnified party notifies the indemnifying party that it elects to employ separate counsel, the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party and the reasonable fees and expenses of such separate counsel shall be borne by the indemnifying - 12 - 13 party; provided, however, that, the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to one firm acting as local counsel) for all indemnified parties. (d) The obligations of the Company and the holders under this Section 5.6 shall survive the completion of any offering of Registrable Securities in a Shelf Registration Statement under this Article V. (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement (if any) entered into in connection with any underwritten public offering of the Registrable Securities are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall control. 5.7 Reports Under the Exchange Act. With a view to making available to the holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: (a) use its best efforts to make and keep public information available, as those terms are understood and defined in Rule 144; (b) use its best efforts to file with the SEC in a timely manner all reports and other documents required under the Act and the Exchange Act; and (c) furnish to any Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, or as to whether it qualifies as a registrant whose securities may be resold pursuant to Form S-3, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information (and the Company shall take such action) as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. 5.8 No Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Article V may only be assigned by a Holder to a transferee or assignee of any Registrable Securities if (i) such transferee or assignee is a Zell Contracting Party and (ii) immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. 5.9 Waiver Procedures. The observance by the Company of any provision of this Article V may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Holders of a majority of the Registrable Securities, and any waiver effected in accordance with this paragraph shall be binding upon each Holder of Registrable Securities. 5.10 "Market Stand-off" Agreement. Any Holder of Registrable Securities, if requested by an underwriter of any registered public offering of Company securities being sold in a firm commitment underwriting, agrees not to sell or otherwise transfer or dispose of any - 13 - 14 Common Stock (or other Company Voting Securities) held by such Holder other than shares of Registrable Securities included in the registration during the seven days prior to, and during a period of up to 180 days following, the effective date of the registration statement. Such agreement shall be in writing in a form reasonably satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the required stand-off period. ARTICLE VI CONFIDENTIALITY 6.1 Confidential Material. (a) Definitions. For purposes of this Section 6.1: (i) The term "Confidential Material" means all information, whether oral, written or otherwise (including any information furnished prior to the execution of this Agreement), furnished by the Company to any member of the Zell Group or any of the Representatives (as defined below), and all notes, reports, analyses, compilations, studies and other materials prepared by the Zell Group or any of the Representatives (in whatever form maintained, whether documentary, computer storage or otherwise) containing or based upon, in whole or in part, any such information, and the fact that such information has been delivered to the Zell Group or any of its Representatives. The term "Confidential Material" does not include information which is or becomes generally available to the public other than as a result of a disclosure by any member of the Zell Group or any of the Representatives or becomes available to any member of the Zell Group or any of the Representatives on a non-confidential basis from any source that is not known by such member of the Zell Group or such Representative to be bound by an obligation of confidentiality to the Company. (ii) The term "Representatives" shall mean any and all employees, agents, financial advisors, partners, affiliates or other representatives of any member of the Zell Group. (b) Each member of the Zell Group and each of the Representatives will preserve the confidentiality of the Confidential Material and will not disclose any of the Confidential Material in any manner whatsoever; provided, however, that (i) the Zell Group may make any disclosure of such information to which the Company gives its prior consent, (ii) any of such information may be disclosed to the Representatives who need to know such information, and who are informed of the confidential nature of the Confidential Material and of the terms of this Section 6.1 and who agree to keep such information confidential, (iii) any member of the Zell Group may make any disclosure of such information in connection with any activity which such member of the Zell Group reasonably believes to be in the best interests of the Company and not prohibited by this Agreement, provided the recipient of such information is informed of the confidential nature of the Confidential Material and of the terms of this Section 6.1 and agrees to keep such information confidential and (iv) any member of the Zell Group may make any disclosure of such information to any other member of the Zell Group. In any event, the Zell Group will be responsible for any actions by the Representatives which are not in accordance with the provisions hereof. - 14 - 15 (c) If any member of the Zell Group or any of the Representatives are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any government or governmental agency or authority or otherwise) to disclose any Confidential Material or such person's opinion, judgment, view or recommendation concerning the Company as developed from the Confidential Material, the Zell Group agrees (i) to promptly notify the Company of the existence, terms and circumstances surrounding such a request, (ii) to the extent possible, to consult with the Company on the advisability of taking legally available steps to resist or narrow such request and (iii) if disclosure of such information is required, to furnish only that portion of the Confidential Material which, in the opinion of counsel to the relevant member of the Zell Group, the Zell Group is legally compelled to disclose, and to cooperate with any action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Material. (d) Each Investor hereby acknowledges that the United States securities laws prohibit, in certain circumstances, any person who has received from an issuer material, non-public information, including certain information that may be part of the Confidential Material, while such information is non-public, from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. (e) This Section 6.1 shall survive until the earlier of the fifth anniversary of this Agreement or two years following the date of termination of this Agreement. ARTICLE VII MISCELLANEOUS 7.1. CEO Search. The Company (represented by the Company's current chief executive officer and the chairman of the Board's Compensation Committee) and the Investors (represented by an individual designated by Samstock in its sole discretion) shall jointly conduct a search to find a replacement for the individual serving as the Company's chief executive officer as of the date of this Agreement, which search shall commence promptly upon the execution of this Agreement. 7.2. Term of Agreement; Certain Provisions Regarding Termination. Unless this Agreement specifically provides for earlier or later termination with respect to any particular right or obligation, this Agreement shall terminate (a) contemporaneously with the termination of the Purchase Agreement in accordance with Section 8.1 thereof, or (b) if the Zell Group shall, at any time, sell or otherwise dispose of or otherwise cease to own Company Voting Securities such that the Zell Group beneficially owns in the aggregate Company Voting Securities representing less than 5% of the Combined Voting Power of all Company Voting Securities (calculated in accordance with Section 3.1 and including the Shares and, to the extent the Warrant has not been exercised or has not expired, the Warrant Shares). 7.3 Legend and Stop Transfer Order. To assist in effectuating the provisions of this Agreement, each of the Investors hereby consents to the placement, in connection with the transactions contemplated by the Purchase Agreement or otherwise within 10 business days after any Company Voting Securities become subject to the provisions of this Agreement, of the - 15 - 16 applicable legend specified in the Assignment Agreement on all certificates representing ownership of Company Voting Securities owned of record or beneficially by any member of the Zell Group, until such shares are sold, transferred or disposed in a manner permitted hereby to a person who is not then a member of the Zell Group. The Company agrees to remove promptly all legends and stop transfer orders with respect to the transfer of Company Voting Securities being made to a person who is not then a member of the Zell Group in compliance with the provisions of this Agreement. 7.4 Remedies. (a) Each of the Investors and the Company acknowledge and agree that (i) the provisions of this Agreement are reasonable and necessary to protect the proper and legitimate interests of the parties hereto, and (ii) the parties would be irreparably damaged in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party shall be entitled to preliminary and permanent injunctive relief to prevent breaches of the provisions of this Agreement by the other party (or its affiliates) without the necessity of proving actual damages or of posting any bond, and to enforce specifically the terms and provisions hereof and thereof in any court of the United States or any state thereof having jurisdiction, which rights shall be cumulative and in addition to any other remedy to which the parties may be entitled hereunder or at law or equity. (b) In addition to any other remedy the Company may have under this Agreement or in law or equity, if any member of the Zell Group shall acquire or transfer any Company Voting Securities in violation of this Agreement, such Company Voting Securities which are in excess of the number permitted to be owned or controlled by the Zell Group or which have been transferred by a member of the Zell Group in violation of the provisions of this Agreement may not be voted by the owner thereof or any proxy therefor. 7.5 Additional Zell Group Parties; Several Obligations. All of the liabilities and obligations under this Agreement: (a) of members of the Zell Group who are Zell Affiliates shall be joint and several; (b) as between members of the Zell Group who are Zell Affiliates, on the one hand, and any other persons or groups who are not Zell Affiliates, on the other hand, shall be several and not joint. Notwithstanding anything to the contrary in this Agreement, in no event shall any member of the Zell Group who is a Zell Affiliate be responsible in any manner for any liability or obligation of any person or group who is not a Zell Affiliate. Notwithstanding anything to the contrary in this Agreement, in no event shall any member of the Zell Group who is not a Zell Affiliate be responsible in any manner for any liability or obligation of any person or group who is a Zell Affiliate. Notwithstanding anything to the contrary in this Agreement, no natural person or entity that is not a signatory party to this Agreement shall have any liability or obligation under this Agreement, except as otherwise provided in Section 7.12 of this Agreement. Each member of the Zell Group that shall become or have the right to become the beneficial owner, within the meaning and scope of Section 3.1 hereof, of Company Voting Securities shall, promptly upon becoming such owner or holder, execute and deliver to the Company a joinder agreement, agreeing to be legally bound by this Agreement to the same extent as if it had signed this Agreement as an original signatory as a member of the Zell Group (each such member of the Zell Group, a "Zell Contracting Party"); provided that failure to execute such an agreement shall not excuse such member's non-compliance with any provision of this Agreement. No member of the Zell Group shall transfer securities to another member of - 16 - 17 the Zell Group unless the transferee shall agree to be bound by this Agreement in the manner specified above in this Section 7.5. 7.6 Notices. All notices, and other communications hereunder shall be in writing and shall be deemed given if delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, facsimile, to the appropriate address or facsimile number set forth below (or at such other address or facsimile number for a party as shall be specified by like notice): if to Samstock or TNI: EGI-Transmedia Investors, L.L.C. Two N. Riverside Plaza - Suite 600 Chicago, IL 60606 Attention: F. Philip Handy Fax: (312) 454-0610 with an additional copy to: Rosenberg & Liebentritt, P.C. Two N. Riverside Plaza - Suite 1600 Chicago, IL 60606 Attention: Joseph M. Paolucci, Esq. Fax: (312) 454-0335 if to Halmostock: Halmostock Limited Partnership 21 W. Las Olas Boulevard Ft. Lauderdale, FL 33301 Attention: Steven J. Halmos Fax: (954) 760-4983 with an additional copy to: Kenny Nachwalter Seymour Arnold Critchlow & Spector, P.A. 1100 Miami Center 201 South Biscayne Boulevard Miami, Florida 33131-4327 Attention: Thomas H. Seymour, Esq. Fax: (305) 372-1861 if to the Company: - 17 - 18 Transmedia Network Inc. 11900 Biscayne Boulevard Miami, Florida 33181 Attention: Chief Executive Officer Fax: (305) 892-3342 with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attention: Stephen P. Farrell, Esq. Fax: (212) 309-6273 7.7 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The parties hereto agree that they will use their best efforts at all times to support and defend this Agreement. 7.8 Amendments. This Agreement may be amended only by an agreement in writing signed by each of the parties hereto; provided, however, that any amendment executed by the Company must prior thereto be approved by a majority of the Disinterested Directors then in office. 7.9 Governing Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State. 7.10 Descriptive Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 7.11 Counterparts; Facsimile Signatures. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, bears the signatures of each of the parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be an original as against the party whose signature appears thereon, or on whose behalf such counterpart is executed, but all of which taken together shall be one and the same agreement. A facsimile copy of a signature of a party to this Agreement or any such counterpart shall be fully effective as if an original signature. 7.12 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the parties hereto. 7.13 Assignments. This Agreement may not be assigned without the prior written consent of each party hereto, and any attempt to effect an assignment hereof without such consent shall be void. - 18 - 19 IN WITNESS WHEREOF, each of the Investors and the Company have executed this Amended and Restated Investment Agreement as of the date first above written. INVESTORS: EGI-TRANSMEDIA INVESTORS, L.L.C. _____________________________________ By: Sheli Z. Rosenberg Vice President SAMSTOCK, L.L.C. _____________________________________ By: Sheli Z. Rosenberg Vice President HALMOSTOCK LIMITED PARTNERSHIP by Halmos Investments-Western, Inc., its general partner ______________________________________ By: Steven J. Halmos, President COMPANY: TRANSMEDIA NETWORK INC. _______________________________________ By: Melvin Chasen, President and Chief Executive Officer - 19 - -----END PRIVACY-ENHANCED MESSAGE-----