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EXHIBIT 4.30(c)
EXECUTION COPY
THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
AMENDMENT (this "Amendment") dated as of June __, 2001, is by and between
Verizon Communications Inc., a Delaware corporation formerly known as Xxxx
Atlantic Corporation ("Verizon"), and NTL Incorporated, a Delaware corporation
(the "Company"). All capitalized terms used herein and not otherwise defined
herein shall have the respective meanings provided to such terms in the
Registration Rights Agreement referred to below.
W I T N E S S E T H:
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WHEREAS, Verizon and the Company are Parties to a Registration Rights
Agreement dated as of February 2, 2000, as amended as of November 30, 2000 and
as of March 31, 2001 (the "Registration Rights Agreement");
WHEREAS, the Parties to the Registration Rights Agreement desire to amend
the Registration Rights Agreement to modify certain provisions;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Verizon and the Company hereby
agree as follows:
1. Section 2.1(b) is hereby amended by adding at the end of the first sentence
thereof, after the word "Statement", the words "as soon as reasonably
practicable following receipt of written notice from Xxxx Atlantic pursuant
to Section 2.1(c)." Section 2.1(b) is hereby further amended by deleting
the words "by May 1, 2001" appearing in the second sentence thereof.
Section 2.1(b) is hereby further amended by deleting the words "no later
than July 1, 2001" appearing in the second sentence thereof and inserting
in place thereof the words "as soon as reasonably practicable". Section
2.1(b) is hereby further amended by deleting the last sentence thereof in
its entirety.
2. Section 2.1 is hereby amended by adding a new Section 2.1(c), which reads
as follows:
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"(c) Notwithstanding the provisions of Section 2.1(b), the obligation
of the Company to use its best efforts to file or confidentiality submit
the Exchangeable Registration Statement shall arise only if the Xxxx
Atlantic has determined in good faith, and given to the Company written
notice of such determination that such Exchangeable Registration Statement
is then required as a result of: (i) the interpretation by the SEC of the
Securities Act and/or the regulations promulgated thereunder; or (ii) any
change in, or amendment to, the Securities Act and/or the regulations
promulgated thereunder."
3. Section 2.1 is hereby amended by adding a new Section 2.1(d), which reads
as follows:
"(d) The Company hereby covenants that, during the period beginning on
the date hereof and ending not earlier than May 31, 2002, it will timely
file any and all reports required to be filed by it under the Securities
Act and the Exchange Act or otherwise publicly provide such information as
may be necessary for the Company to meet the requirements of paragraph (c)
of Rule 144 so as to enable Verizon to resell Registerable Securities
without registration under the Securities Act pursuant to the exemption
provided by (i) Rule 145(d)(2) under the Securities Act, as such Rule may
be amended from time to time, or (ii) any similar Rule or Regulation
hereafter adopted by the SEC."
4. As amended hereby, the Registration Rights Agreement is hereby ratified and
confirmed to be in full force and effect.
5. This Amendment shall be governed, construed and enforced in accordance with
the laws of New York applicable to contracts made and to be performed
therein.
6. This Amendment may be signed in two or more counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
[Signature Page to Follow]
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IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be
duly executed as of the date first set forth above.
Verizon Communications Inc.
By:______________________________
Name:
Title:
NTL Incorporated
By:______________________________
Name:
Title:
