EXHIBIT 99.2
AMENDMENT NO. 1
to the
REGISTRATION RIGHTS AGREEMENT
dated as of June 25, 2002 between
NEXT LEVEL COMMUNICATIONS, INC
and
MOTOROLA, INC
This AMENDMENT NO. 1, dated as of September 26, 2002, is entered into in
respect of the Registration Rights Agreement dated as of June 25, 2002 (the
"Registration Rights Agreement") between NEXT LEVEL COMMUNICATIONS, INC., a
Delaware corporation ("Next Level") and MOTOROLA, INC., a Delaware corporation
("Motorola").
Next Level and Motorola hereby agree to amend the Registration Rights
Agreement as follows:
Section 1
Definitions
Except as otherwise provided herein, terms defined in the Registration
Rights Agreement are used herein as defined there.
Section 2
Amendments
2.1 The "WHEREAS" paragraph of the recitals to the Registration Rights
Agreement is hereby deleted in its entirety and replaced with the following:
WHEREAS, in connection with the Securities Purchase Agreement
dated as of June 25, 2002, by and between Next Level and
Motorola, (i) Next Level has granted to Motorola warrants to
purchase Six Million Three Hundred Thirty Eight Thousand Four
Hundred Three (6,338,403) shares (consisting of Warrant A-1 001
for 330,000 shares and Warrant A-1 002 for 6,008,403 shares) of
Common Stock, par value $0.01 per share, of Next Level, subject
to the terms and conditions set forth therein and (ii) Next Level
has issued to Motorola 277,311 shares of Next Level's Series A-1
Preferred Stock, each of which shares is convertible into 100
shares of Common Stock, par value $0.01 per share, of Next Level,
for a total of 27,731,100 such common shares, subject to the
terms and conditions set forth therein;
WHEREAS, in connection with the Securities Purchase Agreement
dated as of September 26, 2002, by and between Next Level and
Motorola, (i) Next Level has granted to Motorola warrants to
purchase Six Million One Hundred Thirty Three Thousand Nine
Hundred Seventy Eight (6,133,978) shares (consisting of Warrant
A-1 003 for 220,000 shares and Warrant A-1 004 for 5,913,978
shares) of Common Stock, par value $0.01 per share, of Next
Level, subject to the terms and conditions set forth therein and
(ii) Next Level has issued to Motorola 236,559 shares of Next
Level's Series A-1 Preferred Stock, each of which shares is
convertible into 100 shares of Common Stock, par value $0.01 per
share, of Next Level, for a total of 23,655,900 such common
shares, subject to the terms
1
and conditions set forth therein; and
WHEREAS, the Securities Purchase Agreements described in the
preceding paragraphs are referred to collectively herein as the
"Purchase Agreement" and the warrants described in the preceding
paragraphs are referred to herein as the "Warrants".
Section 3
Miscellaneous
Except as expressly herein provided, the Registration Rights Agreement
shall remain unchanged and in full force and effect. This Amendment No. 1 may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. 1 by signing any such counterpart. This Amendment
No. 1 may be executed and delivered by facsimile. This Amendment No. 1 shall be
governed by, and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of the day and year first above written.
NEXT LEVEL COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Zar
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Name: Xxxxx X. Zar
-----------------------------------
Title: Senior Vice President, General
Counsel, Chief Administrative
Officer and Secretary
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MOTOROLA, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxx
-----------------------------------
Title: Senior Vice President
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