EXHIBIT 10.56
AMENDMENT NO. 1
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to Registration Rights Agreement (this "Amendment No.
1") is made and entered into as of the 29th day of June 1998, by and among the
following persons:
1. Vivendi S.A. (formerly known as Compagnie Generale des Eaux S.A.) and
General Utilities Holdings Limited (collectively, the "Vivendi
Affiliates");
2. Telewest Communications plc (formerly known as Telewest plc)
("Telewest");
3. United Artists Programming -- Europe, Inc. (the "TINTA Affiliate");
4. MediaOne UK Cable, Inc. (formerly known as US WEST UK Cable, Inc.) and
MediaOne Cable Partnership Holdings, Inc. (formerly known as US WEST
Cable Partnership Holdings, Inc.) (collectively, the "MediaOne
Affiliates");
5. Southwestern Xxxx International Holdings (UK-1) Corporation (the "SBC
Affiliate"); and
6. Cox U.K. Communications L.P. (the "Cox Affiliate") (for purposes of
this Amendment No. 1, the TINTA Affiliate, the MediaOne Affiliates, the
SBC Affiliate, and the Cox Affiliate are referred to, collectively, as
the "Existing Investors").
RECITALS
WHEREAS, Telewest and the Existing Investors are parties to a Registration
Rights Agreement, dated October 3, 1995 (the "Registration Rights Agreement");
WHEREAS, Southwestern Xxxx International Holdings (UK-2) Corporation, which
was a party to the Registration Rights Agreement, is no longer in existence
and has ceased to be a party to the Registration Rights Agreement;
WHEREAS, Telewest proposes to acquire the issued shares and American
Depositary Shares of General Cable PLC ("General Cable") pursuant to an Offer
(as defined in the Offer to Purchase/Prospectus, dated June 29, 1998, of
Telewest (as the same may be amended from time to time, the "Offer to
Purchase")) to be made by J. Xxxxx Xxxxxxxx & Co. Limited on behalf of
Telewest;
WHEREAS, the Vivendi Affiliates will receive ordinary shares of 10 xxxxx
each of Telewest ("Telewest Ordinary Shares") upon the consummation of the
Offer in respect of their shares in General Cable;
WHEREAS, the parties hereto wish to amend the Registration Rights Agreement
to provide that the Vivendi Affiliates, collectively, will constitute an
"Investor" thereunder and, accordingly, will be entitled to the rights
(including registration rights in respect of the Telewest Ordinary Shares to
be acquired by the Vivendi Affiliates upon the consummation of the Offer), and
be subject to the obligations, of an Investor thereunder;
NOW, THEREFORE, for valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Amendment. The Registration Rights Agreement shall be amended as follows:
a. the term "Registrable Securities" will include the Telewest Ordinary
Shares received by the Vivendi Affiliates pursuant to the Offer and any
other Telewest Ordinary Shares issued to, or otherwise acquired by, the
Vivendi Affiliates at any time (including any securities issued by Telewest
in exchange for, or in respect of, any such Telewest Ordinary Shares,
whether upon a share dividend, share split, scrip issue, bonus issue,
reclassification or otherwise); and
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b. the Vivendi Affiliates, collectively, will constitute an "Investor" as
defined in the Registration Rights Agreement and will have the rights
(including Piggy-Back Registration and Demand Registration rights (as such
terms are defined in the Registration Rights Agreement)), and be subject to
the obligations of, an Investor under the Registration Rights Agreement.
2. Effectiveness. This Amendment No. 1 shall become effective at the time
the Offer becomes or is declared unconditional in all respects.
3. Governing Law. This Amendment No. 1 shall be governed by Delaware law,
and interpreted in accordance with the laws of Delaware, without reference to
its conflicts of laws principles.
4. Superseding Effect. This Amendment No. 1 supersedes all prior agreements
among the parties hereto relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 1 as of the date first above written.
Telewest Communications plc
By:__________________________________
Name:
Title:
EXISTING INVESTORS:
United Artists Programming --
Europe, Inc.
By:__________________________________
Name:
Title:
MediaOne UK Cable, Inc.
By:__________________________________
Name:
Title:
MediaOne Cable Partnership Holdings,
Inc.
By:__________________________________
Name:
Title:
X-0
Xxxxxxxxxxxx Xxxx Xxxxxxxxxxxxx
Xxxxxxxx (XX-0) Corporation
By:
----------------------------------
Name:
Title:
Cox U.K. Communications L.P.
By:
----------------------------------
Name:
Title:
VIVENDI AFFILIATES:
Vivendi S.A.
By:
----------------------------------
Name:
Title:
General Utilities Holdings Limited
By:
----------------------------------
Name:
Title:
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