EXHIBIT (e)(29)
AMENDMENT NO. 3
to the
REGISTRATION RIGHTS AGREEMENT
dated as of May 16, 2001 between
NEXT LEVEL COMMUNICATIONS, INC
and
MOTOROLA, INC
This AMENDMENT NO. 3, dated as of October 22, 2002, is entered into in
respect of the Registration Rights Agreement dated as of May 16, 2001, as
amended by Amendment No. 1 dated as of October 24, 2001 and Amendment No. 2
dated as of December 11, 2001 (the "Registration Rights Agreement") between NEXT
LEVEL COMMUNICATIONS, INC., a Delaware corporation ("Next Level") and MOTOROLA,
INC., a Delaware corporation ("Motorola").
WHEREAS, in connection with Amendment No. 7 dated concurrently
herewith to the Credit Agreement dated as of May 16, 2001, by and between Next
Level and Motorola (the "Credit Agreement"), Next Level has granted to Motorola
warrants to purchase Three Million (3,000,000) shares of Common Stock, par value
$0.01 per share, of Next Level (as further defined herein, the "Common Stock")
subject to the terms and conditions set forth therein.
In connection therewith, 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
Amendment
2.1 The second 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 Credit Agreement dated as of May 16, 2001,
by and between Next Level and Motorola (the "Credit Agreement"), Next Level
has granted to Motorola warrants to purchase Seven Million Five Hundred
Thousand (7,500,000) shares of Common Stock, par value $0.01 per share, of
Next Level (as further defined herein, the "Common Stock") subject to the
terms and conditions set forth therein; and
WHEREAS, in connection with Motorola's guarantee (the "Motorola Guarantee")
of Next Level's obligation to the Northwestern Mutual Life Insurance
Company, which obligation was incurred by Next Level in connection with a
Twenty Million Dollar ($20,000,000) real estate financing, Next Level has
granted to Motorola warrants to purchase an additional Four Hundred
Thousand (400,000) shares of the Common Stock, par value $0.01 per share,
of Next Level, subject to the terms and conditions set forth therein;
WHEREAS, in connection with Amendment No. 4 dated as of December 11, 2001
to the Credit Agreement dated as of May 16, 2001, by and between Next Level
and Motorola (as amended from time to time, the "Credit Agreement"), Next
Level has granted to Motorola warrants to purchase
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Two Million Five Hundred Thousand (2,500,000) shares of Common Stock, par
value $0.01 per share, of Next Level, subject to the terms and conditions
set forth therein; and
WHEREAS, in connection with Amendment No. 7 dated as of October 22, 2002 to
the Credit Agreement dated as of May 16, 2001, by and between Next Level
and Motorola (as amended from time to time, the "Credit Agreement"), Next
Level has granted to Motorola warrants to purchase Three Million
(3,000,000) shares of Common Stock, par value $0.01 per share, of Next
Level, subject to the terms and conditions set forth therein (such
warrants, together with the warrants previously issued pursuant to the
Credit Agreement, are referred to collectively, as the "Warrants," as such
term is further defined below);
Section 3
Miscellaneous
Except as expressly herein provided, the Registration Rights Agreement
shall remain unchanged and in full force and effect. This Amendment No. 3 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. 3 by signing any such counterpart. This Amendment
No. 3 may be executed and delivered by facsimile. This Amendment No. 3 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.
3 to be duly executed as of the day and year first above written.
NEXT LEVEL COMMUNICATIONS, INC.
By: /s/ signature
__________________
Name:_____________
Title:____________
MOTOROLA, INC.
By: /s/ signature
__________________
Name:_____________
Title:____________
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