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EXHIBIT 4.14
AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
This Amendment to Registration Rights Agreement (this "Agreement") is
made as of March 25, 1997 by and between the Trustees of General Electric
Pension Trust, a New York trust ("GEPT"), and IXC Communications Inc., a
Delaware corporation ("IXC").
BACKGROUND
A. IXC, GEPT and certain other persons are parties to that
certain Registration Rights Agreement dated as of June 10, 1996 (the "1996
Agreement"). Furthermore, GEPT, as a holder of shares of IXC's 7 1/4% Junior
Convertible Preferred Stock (the "Preferred Stock"), has certain rights under
the Registration Rights Agreement dated as of March 25, 1997 among IXC, Credit
Suisse First Boston Corporation and Xxxxxx, Read & Co., Inc. (the "1997
Agreement").
B. GEPT is willing to agree not to exercise any demand
registration rights under the 1996 Agreement prior to May 15, 1997 and, in
return, IXC is willing to extend the term of the 1996 Agreement and to grant
additional rights to GEPT with respect to the 1997 Agreement, all on the terms
and conditions set forth below.
AGREEMENT
Accordingly, in consideration of the foregoing and for the promises
set forth below, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Amendment of Section 2(a) of the 1996 Agreement. The first
sentence of Section 2(a) of the 1996 Agreement is hereby amended to delete the
phrase "prior to March 1, 2000 (the "Registration Period")". The penultimate
sentence of Section 2(a) is hereby amended by replacing the number "10" with
the number "5" in each of the two places in which it appears. The purpose of
this amendment is to permit GEPT to exercise its demand registration rights
pursuant to such Section 2(a) at any time and to eliminate the expiration date
of such rights so long as GEPT holds at least 5% of the outstanding shares of
common stock of IXC.
2. Temporary Standstill. GEPT shall not exercise any demand
registration rights under the 1996 Agreement prior to May 15, 1997.
3. Review Rights relating to the 1997 Agreement. IXC agrees to
furnish, without charge, to GEPT, prior to the filing thereof with the
Securities and Exchange Commission (the "Commission"), a copy of the Shelf
Registration Statement (as defined in the 1997 Agreement) and each amendment
thereof and each amendment or supplement, if any, to the prospectus included
therein and, in the event that GEPT is participating in the Shelf Registration
Statement,
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shall use its best efforts to reflect in each such document, when so filed with
the Commission, such comments as GEPT reasonably may propose.
4. Effective Date. The provisions of this Agreement are
effective immediately.
5. Counterparts; Facsimile Signatures. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute a single agreement. This
Agreement may be executed by facsimile signature and facsimile signatures shall
be fully binding and effective for all purposes and shall be given the same
effect as original signatures. If any party delivers a copy of this Agreement
containing a facsimile signature, such party shall promptly forward an
originally executed copy to the other party; however, the failure by any party
to so deliver an originally executed copy shall not affect in any way the
binding nature of such party's facsimile signature.
6. No Other Changes. Except as expressly provided above, the 1996
Agreement shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first above written.
IXC COMMUNICATIONS, INC. TRUSTEES OF GENERAL ELECTRIC
PENSION TRUST
By: /s/ Xxxx X. Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxx
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Title: Senior Vice President and
Chief Financial Officer Title: Trustee
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