EXHIBIT 99.2
AMENDMENT NO. 2
to the
REGISTRATION RIGHTS AGREEMENT
dated as of June 25, 2002 between
NEXT LEVEL COMMUNICATIONS, INC
and
MOTOROLA, INC
This AMENDMENT NO. 2, dated as of December 18, 2002, is entered into in
respect of the Registration Rights Agreement dated as of June 25, 2002, as
amended by Amendment No. 1 dated as of September 26, 2002 (as so amended and as
may be amended from time to time, 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" paragraphs of the recitals to the Registration Rights
Agreement are hereby deleted in their 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
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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 and conditions set forth
therein;
WHEREAS, in connection with the Securities Purchase Agreement
dated as of December 18, 2002, by and between Next Level and
Motorola, (i) Next Level has granted to Motorola warrants to
purchase Eight Million One Hundred Seventy One Thousand Eight
Hundred Seven (8,171,807) shares (consisting of Warrant A-2
001 for 220,000 shares and Warrant A-2 002 for 7,951,807
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 26,506 shares of
Next Level's Series A-2 Preferred Stock, each of which shares
is convertible into 1000 shares of Common Stock, par value
$0.01 per share, of Next Level, for a total of 26,506,000 such
common shares, subject to the terms 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".
2.2 The words "or Series A-2 Preferred Shares" are hereby added to the
definition of "Registrable Securities" following the words "Series A-1 Preferred
Shares".
2.3 The following definition is hereby added to Section 1.1 in its
correct alphabetical order:
"Series A-2 Preferred Shares" mean the Series A-2
Preferred shares issued by Next Level to Motorola pursuant to
the Purchase Agreement dated as of December 18, 2002 and any
shares issued in substitution for, or replacement of, such
shares.
Section 3
Miscellaneous
Except as expressly herein provided, the Registration Rights Agreement
shall remain unchanged and in full force and effect. This Amendment No. 2 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. 2 by signing any such counterpart. This Amendment
No. 1 may be executed and delivered by facsimile. This Amendment No. 2 shall be
governed by, and construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
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
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Title: Senior Vice President
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MOTOROLA, INC.
By:/s/ Xxxxxx X. XxXxxxxxx
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Name: Xxxxxx X. XxXxxxxxx
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Title: Corporate Vice President
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