EXHIBIT 16
EXECUTION COPY
NBC UNIVERSAL, INC.
REGISTRATION RIGHTS AGREEMENT
LETTER AMENDMENT
November 7, 2005
▇▇▇▇▇▇ Communications Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Registration Rights Agreement (the
"Agreement"), dated as of September 15, 1999, by and between ▇▇▇▇▇▇
Communications Corporation (together with its successors and assigns, the
"Company") and NBC Universal, Inc. (f/k/a National Broadcasting Company, Inc.)
(together with its successors and assigns, the "Investor"). Capitalized terms
used but not otherwise defined herein shall have the respective meanings given
such terms in the Agreement.
The Company and the Investor hereby agree to amend the Agreement in
accordance with Section 9(b) of the Agreement as follows:
1. All references in the Agreement to "Warrants" shall be disregarded,
it being understood that the Warrants have been cancelled effective as of the
date hereof.
2. All references in the Agreement to "Investment Agreement" shall mean
the Amended and Restated Investment Agreement, dated as of the date hereof, by
and between the Company and the Investor, as such agreement may be amended,
modified or supplemented from time to time.
3. All references in the Agreement to "Preferred Stock" shall mean the
11% Series B Convertible Exchangeable Preferred Stock of the Company.
4. The definition of "Registrable Securities" shall be amended to
include any shares of Preferred Stock deliverable by the Investor to the
transfer agent pursuant to Section 3.6(c)(ii) of the Stockholder Agreement.
5. All references in the Agreement to "Stockholder Agreement" shall
mean the Amended and Restated Stockholder Agreement, dated as of the date
hereof, by and among the Company, certain Company affiliates and the Investor,
as such agreement may be amended, modified or supplemented from time to time.
6. All references in the Agreement to "Call Agreement" shall mean the
Call Agreement, dated as of the date hereof, among NBC Palm Beach Investment II,
Inc. and the ▇▇▇▇▇▇ Stockholders, as such agreement may be amended, modified or
supplemented from time to time.
7. All references in the Agreement to "Call Shares" shall mean the Call
Shares as that term is defined in the Call Agreement.
8. All references in Section 2(a) of the Agreement to "$100,000,000"
shall be deleted and replaced with "$25,000,000."
9. All references in Section 2(a) of the Agreement to "$20,000,000"
shall be deleted and replaced with "$5,000,000."
10. Section 9(c) of the Agreement shall be deleted in its entirety and
replaced with the following:
"(c) Notices. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and shall
be deemed to have been duly given if delivered personally or sent by telex or
telecopier, registered or certified mail (return receipt requested), postage
prepaid or courier or overnight delivery service to the Company at the following
address and to a Holder at the following address (or at such other address for
any party as shall be specified by like notice, provided that notices of a
change of address shall be effective only upon receipt thereof):
If to the Company: ▇▇▇▇▇▇ Communications Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Fax: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to: Holland & Knight LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
2
If to the Investor: NBC Universal, Inc.
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to: Shearman & Sterling LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇"
11. Section 9(i) of the Agreement shall be deleted in its entirety and
replaced with the following:
"If one or more provisions of this Agreement or the application thereof
to any person or circumstances is determined by a court or agency of competent
jurisdiction to violate any law or regulation, including, without limitation,
any rule or policy of the Federal Communications Commission, or to be invalid,
void or unenforceable to any extent (a "Conflicting Provision"), the Conflicting
Provision shall have no further force or effect, but the remainder of this
Agreement and the application of the Conflicting Provision to other persons or
circumstances or in jurisdictions other than those as to which it has been held
invalid or unenforceable shall not be affected thereby and shall be enforced to
the greatest extent permitted by law, so long as any such violation, invalidity
or unenforceability does not change the basic economic or legal positions of the
parties. In such event, the parties shall negotiate in good faith such changes
in other terms as shall be practicable in order to effect the original intent of
the parties."
Except as otherwise set forth herein, the parties hereto agree that the
remaining provisions of the Agreement shall remain in full force and effect.
3
This Letter Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York applicable to contracts executed in and
to be performed in that State.
NBC UNIVERSAL, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief Executive
Officer
Consented to and acknowledged
as of the above date:
▇▇▇▇▇▇ COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Chief Operating Officer
