AMENDMENT NO. 2
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 2 to Registration Rights Agreement (this "Amendment
No. 2") is made and entered into as of the 4th day of October 1999, by and among
the following persons:
1. Microsoft Corporation ("Microsoft");
2. Telewest Communications plc (formerly known as Telewest plc)
("Telewest");
3. Liberty UK, Inc. (formerly named United Artists Programming -
Europe , Inc.) (the "Liberty Media Affiliate"); and
4. MediaOne UK Cable, Inc. (formerly known as U S WEST UK Cable,
Inc.) and MediaOne Cable Partnership Holdings, Inc. (formerly
known as U S WEST Cable Partnership Holdings, Inc.)
(collectively, the "MediaOne Affiliates").
RECITALS
WHEREAS, Telewest, the Liberty Media Affiliate and the MediaOne
Affiliates are parties to a Registration Rights Agreement, dated October 3,
1995, as amended pursuant to Amendment No. 1 thereto dated as of June 29, 1998
(the "Registration Rights Agreement");
WHEREAS, Microsoft, MediaOne Group, Inc. ("MediaOne"), MediaOne
International Holdings, Inc. and the MediaOne Affiliates are parties to that
certain agreement dated October 4, 1999 (the "Merger Agreement") pursuant to
which Microsoft has conditionally agreed to acquire via mergers the MediaOne
Affiliates, and MediaOne has conditionally agreed to such mergers, upon the
terms and conditions set forth therein;
WHEREAS, prior to Microsoft's acquisition via mergers of the MediaOne
Affiliates, Telewest proposes to offer ordinary shares of 10 pence each
("Telewest Ordinary Shares") at a price of 213 pence per share by way of rights
to qualifying shareholders, including the Liberty Media Affiliate and the
MediaOne Affiliates (the "Rights Issue");
WHEREAS, pursuant to a subscription agreement (the "Subscription
Agreement"), dated October 4, 1999, Microsoft has irrevocably undertaken to
subscribe for such number of Telewest Ordinary Shares as represent the MediaOne
Affiliates' full entitlements under the Rights Issue, Liberty Media
International, Inc. has irrevocably undertaken to procure the subscription by
the Liberty Media Affiliate of such number of Telewest Ordinary Shares as
represent its full entitlement under the Rights Issue, and Microsoft and Liberty
Media International, Inc. have undertaken to subscribe (or to procure
subscription) to any further Telewest Ordinary Shares (in proportions and in the
manner detailed in the Subscription Agreement) not otherwise subscribed to in
the Rights Issue;
WHEREAS, Telewest and the MediaOne Affiliates have agreed that some of
the MediaOne Affiliates' interest in Telewest should be redesignated as limited
voting shares ("Limited Voting Shares") prior to Microsoft's acquisition via
mergers of the MediaOne Affiliates;
WHEREAS, the parties hereto wish to amend the Registration Rights
Agreement to provide that Microsoft and any affiliate thereof that holds
Registrable Securities will constitute an "Investor" thereunder and,
accordingly, will be entitled to the rights (including registration rights
<PAGE>
in respect of the Telewest Ordinary Shares and Limited Voting Shares subscribed
to pursuant to the Rights Issue), 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:
5. Amendment. The Registration Rights Agreement shall be amended as
follows:
a. the term "Registrable Securities" will include (i) the Telewest
Ordinary Shares and Telewest Ordinary Shares issuable upon
conversion of the Limited Voting Shares acquired by Microsoft or
any affiliate thereof upon the consummation of its or its
affiliates' acquisition via mergers of the MediaOne Affiliates,
(ii) the Telewest Ordinary Shares and Telewest Ordinary Shares
issuable upon conversion of the Limited Voting Shares subscribed
to by the Liberty Media Affiliate or by Microsoft or any of its
affiliates pursuant to the Rights Issue and (iii) any other
Telewest Ordinary Shares or Telewest Ordinary Shares issuable
upon conversion of Limited Voting Shares issued to, or otherwise
acquired by, Microsoft or by the Liberty Media Affiliate at any
time (including any securities issued by Telewest in exchange
for, or in respect or upon conversion of, any such Telewest
Ordinary Shares or Limited Voting Shares, whether upon a share
dividend, share split, scrip issue, bonus issue, reclassification
or otherwise);
b. upon the earlier of (a) consummation of Microsoft's or its
affiliates' acquisition via mergers of the MediaOne Affiliates
pursuant to the Merger Agreement and (b) the purchase by
Microsoft or any of its affiliates of any Telewest Ordinary
Shares or Limited Voting Shares subscribed to pursuant to the
Rights Issue, Microsoft and any affiliate thereof that holds
Registrable Securities 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 as of the date this
Agreement becomes effective, provided that for purposes of
exercising the registration rights granted hereunder Microsoft
and any affiliate thereof that holds Registrable Securities shall
be treated as one entity; and
c. The Liberty Media Affiliates, Microsoft and any affiliate of
Microsoft that holds Limited Voting Shares will convert its
Limited Voting Shares to Telewest Ordinary Shares prior to any
sale to a third party to the extent it is permitted to do so
unless such conversion causes a Debenture Change of Control (as
defined in the articles of association of Telewest). To the
extent any such third party transferee acquires Limited Voting
Shares, the Liberty Media Affiliate, Microsoft or such affiliate
of Microsoft may, notwithstanding any other provision of this
agreement, assign to such transferee all or part of its
registration rights with respect to the Telewest Ordinary Shares
issuable upon conversion of such Limited Voting Shares, provided
that the aggregate number of demand and piggyback registration
rights held by the Liberty Media Affiliate or Microsoft and its
affiliates (as the case may be) and such transferee does not
exceed the number held by the Liberty Media Affiliate or
Microsoft (as the case may be) and its affiliates immediately
prior to such transfer.
6. Effectiveness. This Amendment No. 2 shall become effective upon
the earlier of (a) the consummation of Microsoft's or its
affiliates' acquisition via mergers of the MediaOne Affiliates
pursuant to the Merger Agreement and (b) the purchase by
<PAGE>
Microsoft or any of its affiliates of any Telewest Ordinary
Shares or Limited Voting Shares subscribed to pursuant to the
Rights Issue.
7. Governing Law. This Amendment No. 2 shall be governed by Delaware
law, and interpreted in accordance with the laws of Delaware,
without reference to its conflicts of laws principles.
8. Superseding Effect. This Amendment No. 2, together with the
Registration Rights Agreement, supersedes all prior agreements
among the parties hereto relating to the subject matter hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 2 as of the date first above written.
MICROSOFT CORPORATION
By: /s/Greg Maffei
-----------------------------
Name: Greg Maffei
Title: Chief Financial Officer
TELEWEST COMMUNICATIONS PLC
By: /s/ Victoria Hull
-----------------------------
Name: Victoria Hull
Title: Company Secretary
LIBERTY UK, INC.
By: /s/ Miranda Curtis
-----------------------------
Name: Miranda Curtis
Title: President
MEDIAONE UK CABLE, INC.
By: /s/ Gary Ames
-----------------------------
Name: Gary Ames
Title: Attorney-in-Fact
MEDIAONE CABLE PARTNERSHIP
HOLDINGS, INC.
By: /s/ Gary Ames
-----------------------------
Name: Gary Ames
Title: Attorney-in-Fact
