Exhibit 1
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GENERAL INSTRUMENT
General Instrument Corporation
0000 Xxxx Xxxx Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Tel 000 000 0000 Fax 000 000 0000
July 25, 1997
Instrument Partners
c/o Forstmann Little & Co.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Forstmann Little & Co.
Subordinated Debt and Equity
Management Buyout Partnership-IV
c/o Forstmann Little & Co.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Registration Rights
NextLevel Systems, Inc. xxxxxx agrees to provide to
each of Instrument Partners and Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership-IV
("MBO-IV") all the rights and privileges afforded them by
General Instrument Corporation ("General Instrument") and GI
Corporation in respect of General Instrument common stock under
the Registration Rights Agreement, dated as of April 6, 1992,
among General Instrument, GI Corporation, Instrument Partners
and MBO-IV (the "Registration Rights Agreement"), with respect
to the shares of common stock of NextLevel Systems which each of
Instrument Partners and MBO-IV will receive as a pro rata
dividend from General Instrument, and that such shares of
NextLevel Systems common stock shall be included in the
definition of "Registrable Securities" for all purposes set
forth in the Registration Rights Agreement. Each of Instrument
Partners and MBO-IV hereby agrees to provide to NextLevel
Systems all of the rights and privileges afforded by them to
General Instrument and GI Corporation under the Registration
Rights Agreement.
NextLevel Systems, Inc.
By: /s/ Xxxxx X. Xxx
----------------------
Name: Xxxxx X. Xxx
Title: Vice President
and General
Counsel
Acknowledged and Agreed to as
of the date first above written:
Instrument Partners
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: General Partner of, FLC
XXII Partnership, as
General Partner
Forstmann Little & Co. Subordinated Debt
and Equity Management Buyout Partnership-IV
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: General Partner of, FLC
Partnership, as
General Partner
