Exhibit 4.1
AMENDMENT, dated as of December 16, 1997 (this "Amendment"),
to RIGHTS AGREEMENT, dated as of June 12, 1997 (the "Rights Agreement"), between
NextLevel Systems, Inc., a Delaware corporation (the "Company"), and ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company ("Rights
Agent").
WHEREAS, effective as of the date hereof, the Company and
certain partnerships affiliated with Forstmann Little & Co. are entering into
certain transactions (collectively, the "Transaction") with Tele-Communications,
Inc., a Delaware corporation ("TCI"), pursuant to which TCI would acquire shares
of capital stock, warrants to acquire shares of capital stock, and rights of
first refusal with respect to transfers of common stock of the Company.
WHEREAS, pursuant to Section 27 of the Rights Agreement, prior
to the Distribution Date, the Company and the Rights Agent shall, if the Company
so directs, supplement or amend any provision of the Rights Agreement without
the approval of any holders of certificates representing Common Shares.
WHEREAS, the Board of Directors of the Company deems it
advisable to amend the Rights Agreement to specifically exempt from the
operation thereof the Transaction.
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. All capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings ascribed to them in the Rights
Agreement.
2. Section 1(a) of the Rights Agreement is hereby amended by
adding the following at the end thereof:
"Notwithstanding the foregoing, the term "Acquiring Person"
shall not include TCI and its Subsidiaries, for so long as (i) TCI and its
Subsidiaries do not acquire Beneficial Ownership of any Common Shares other than
pursuant to the Transaction and instruments and agreements forming part of the
Transaction, or (ii) after giving effect to the acquisition of the Beneficial
Ownership of any Common Shares by TCI or a Subsidiary of TCI other than pursuant
to the Transaction, the Common Shares Beneficially Owned by TCI and its
Subsidiaries in the aggregate do not exceed 35% of the then outstanding Common
Shares. For purposes of the preceding sentence, TCI and its Subsidiaries shall
not be deemed to Beneficially Own any Common Shares Beneficially Owned by their
Affiliates and Associates (other than TCI and its Subsidiaries)."
3. Except as otherwise specifically provided herein, the
Rights Agreement shall remain in full force and effect and be unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and year first
above written.
NEXTLEVEL SYSTEMS, INC.
By: /s/ Xxxxx X. Zar
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Name: Xxxxx X. Zar
Title: Vice President and General
Counsel
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., the Rights Agent
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxx Xxx
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Name: Xxxxx Xxx
Title: Relationship Manager
