EX-4.3 AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS



 



Exhibit 4.3


AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT



     This AMENDMENT NO. 1 (this “Amendment”) to the REGISTRATION RIGHTS
AGREEMENT (the “Registration Rights Agreement”), dated as of August 20, 2002,
by and between TWE Holdings II Trust, a Delaware statutory trust (together with
its predecessor Delaware limited liability company, “Trust II”) (as assignee of
Comcast of Georgia, Inc., a Colorado corporation (formerly named MediaOne of
Colorado, Inc., “Comcast of Georgia”)) and AOL Time Warner Inc., a Delaware
corporation (the “Issuer”), is made as of March 31, 2003, by and between the
Issuer and Trust II. Capitalized terms used herein and not otherwise defined
shall have the respective meanings assigned to them in the Registration Rights
Agreement.


     WHEREAS, certain of the parties hereto (or their assignors) have
previously entered into the Registration Rights Agreement that provided for
certain registration rights relating to Issuer Common Stock;


     WHEREAS, in connection with the AT&T-Comcast Merger, (i) Comcast of
Georgia transferred to a wholly owned subsidiary, and such subsidiary
subsequently transferred to Trust II, all of the Equity Securities (the “MOTH
Equity”) of the predecessor to MOTH Holdings, Inc., a Delaware corporation, and
(ii) in connection with such transfer, Trust II and Comcast of Georgia entered
into the Assignment and Assumption Agreement, dated as of November 18, 2002, by
and among Comcast of Georgia, Trust II and the other parties thereto, and
acknowledged by the Issuer and the other acknowledging parties thereto (the
“Trust Assignment”);


     WHEREAS, pursuant to the Trust Assignment, (i) Comcast of Georgia assigned
its rights under the Transaction Agreements to Trust II (including, without
limitation, the right to receive shares of Issuer Common Stock pursuant to
Section 2.6(a) of the Restructuring Agreement), and Trust II agreed to assume
Comcast of Georgia’s obligations under the Transaction Agreements, but in each
case only to the extent relating to the MOTH Equity, (ii) in accordance with
Section 4.7 of the Registration Rights Agreement, Trust II agreed to be bound
by, and became entitled to the benefits of, the terms and provisions applicable
to Comcast of Georgia under the Registration Rights Agreement and (iii) Trust
II replaced Comcast of Georgia as party to the Registration Rights Agreement
and Comcast of Georgia was released from any and all obligations under the
Registration Rights Agreement;


     WHEREAS, the parties to the Restructuring Agreement are agreeing to
certain amendments to the terms of the Restructuring Agreement, including to
provide that one share of Series A Mandatorily Convertible Preferred Stock, par
value $0.10 per share, of the Issuer (the “Issuer Preferred Stock”) will be
issued to Trust II under Section 2.6(a) of the Restructuring Agreement (as so
amended), in lieu of shares of Issuer Common Stock;


     WHEREAS, the Issuer Preferred Stock will be mandatorily convertible into
Issuer Common Stock; and


     WHEREAS, in accordance with Section 4.8 of the Registration Rights
Agreement, the parties hereto also wish to amend the Registration Rights
Agreement as provided herein.







 


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     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:


ARTICLE I



AMENDMENTS TO REGISTRATION RIGHTS AGREEMENT



     1.1 Change of Name of Comcast Corporation. All references in the
Registration Rights Agreement to “Comcast Corporation” are hereby changed to
“Comcast Holdings Corporation.”


     1.2 Additional Amendments to the Registration Rights Agreement. The
document attached hereto as Annex A reflects the amendments to the Registration
Rights Agreement agreed to by the parties hereto that are not otherwise
reflected in this Amendment.


     1.3 Deletion of Schedule A. The Registration Rights Agreement is hereby
amended by deleting Schedule A thereto.


ARTICLE II



MISCELLANEOUS



     2.1 Successors and Assigns. The provisions of this Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party hereto may assign,
delegate or otherwise transfer any of its rights or obligations under this
Amendment without the consent of the other parties hereto.


     2.2 Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without regard to the
conflicts of law rules of the State of New York.


     2.3 Counterparts; Effectiveness. This Amendment may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective when each party hereto shall have received a
counterpart hereof signed by the other parties hereto.


     2.4 Headings. The headings in this Amendment are for reference only and
shall not affect the interpretation of this Amendment.


     2.5 Ratification. Except as otherwise expressly provided by this Amendment,
all of the terms and conditions of the Registration Rights Agreement are hereby
ratified and shall remain unchanged and continue in full force and effect.


REMAINDER OF PAGE INTENTIONALLY LEFT BLANK








 


 

     IN WITNESS WHEREOF, the undersigned have executed, or have caused to be
executed, this Amendment on the date first written above.



	 	 	 	 	 
	 	 	AOL TIME WARNER INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Spencer B. Hays
	 	 	 	 	

	 	 	 	 	Name: Spencer B. Hays

Title: Senior Vice President
	 	 	 	 	 
	 	 	TWE HOLDINGS II TRUST
	 	 	 	 	 
	 	 	
By:
	 	/s/ Edith E. Holiday
	 	 	 	 	

	 	 	 	 	Name: Edith E. Holiday, solely in her

capacity as operating trustee








 


 

Annex A


EXECUTION COPYREGISTRATION RIGHTS AGREEMENT1



     REGISTRATION RIGHTS AGREEMENT, dated as of August 20, 2002 (the
“Agreement”), by and between MediaOne of Colorado, Inc., a Colorado
corporationTWE Holdings II Trust, a Delaware statutory trust
(“MediaOneTrust II”), and AOL Time Warner Inc., a
Delaware corporation (the “Issuer”).


     WHEREAS, concurrently with the execution of this Agreement,
MediaOneComcast of Georgia, Inc., a Colorado corporation
(formerly named MediaOne of Colorado, Inc.), the Issuer and certain other
parties are entering into a Restructuring Agreement, dated as of
even date herewithAugust 20, 2002 (as amended, the
“Restructuring Agreement”), pursuant to which, among other things, the Issuer
will transferissue to Trust II one share of Series A
Mandatorily Convertible Preferred Stock, par value $0.10 per share, of the
Issuer (the “Issuer Preferred Stock”), which share will be mandatorily
convertible upon the occurrence of certain specified events into shares of
its Common Stock, par value $0.01 per share, of the
Issuer (the “Issuer Common Stock”), in exchange for all of the outstanding
shares of Class B Common Stock, par value $0.01 per share, of
MediaOne TWEMOTH Holdings, Inc., a Delaware corporation;
and


     WHEREAS, the Issuer and the MediaOne are entering into
this Agreement is being entered into in order to provide for
certain registration rights relating to the Issuer Common Stock to be issued to
MediaOne.Trust II.


     NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth below, the
parties hereby agree, severally and not jointly, as follows:


ARTICLE I



DEFINITIONS



     1.1 Certain Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:


     “Affiliate” means, with respect to a Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, “control”
(including, with correlative
meanings, the terms “controlling,” “controlled by” and “under common
control with”), as used with respect to a Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise;
provided, that, solely for purposes of
this definition, if any Person or Persons







	 	 	1 Text reflects Amendment No. 1, dated as of March 31, 2003, but this Agreement
has not been amended and restated.







 


2

beneficially own directly or
indirectly a majority of the beneficial interests of Trust II or of TWE
Holdings I Trust, a Delaware statutory trust, then such trust (and any Person
controlled by such trust) will be deemed to be controlled by such Person and by
any other Person who controls such Person.


     “beneficially own” means to possess beneficial ownership as determined
under Rule 13d-3 under the Exchange Act.


     “Board of Directors” means the board of directors of the Issuer or any
committee thereof.


     “Business Day” means a day of the year other than a Saturday, Sunday or
other day on which banks are required or authorized to close in New York City.


     “Closing” has the meaning set forth in Section 2.1 of the Restructuring
Agreement.


     “Commission” means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.


     “Exchange Act” means the Securities Exchange Act of 1934 and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.


     “Governmental Entity” means any supranational, national, state, municipal
or local government, political subdivision or other governmental department,
court, commission, board, bureau, agency, instrumentality or other authority
thereof, or any quasi-governmental or private body (including any
self-regulatory organization) exercising any regulatory, taxing, importing or
other governmental authority, whether domestic or foreign.


     “Hedging Counterparty” means a broker-dealer registered under Section
15(b) of the Exchange Act or an Affiliate thereof.


     “Hedging Transaction” means any transaction involving a security linked to
the Registrable Class Securities or any security that would be deemed to be a
“derivative security” (as defined in Rule 16a-1(c) under the Exchange Act) with
respect to the Registrable Class Securities or transaction (even if not a
security) which would (were it a security) be considered such a derivative
security, or which transfers some or all of the economic risk of ownership of
the Registrable Class Securities, including, without limitation, any forward
contract, equity swap, put or call, put or call equivalent position, collar,
non-recourse loan, sale of exchangeable security or similar transaction. For
the avoidance of doubt, the following transactions shall be deemed to be
Hedging Transactions:


     (a)  transactions by a Stockholder in which a Hedging Counterparty engages
in short sales of Registrable Class Securities pursuant to a Prospectus and may
use Registrable Securities to close out its short position;






 


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     (b)  transactions pursuant to which a Stockholder sells short Registrable
Class Securities pursuant to a Prospectus and delivers Registrable Securities
to close out its short position;


     (c)  transactions by a Stockholder in which the Stockholder delivers, in a
transaction exempt from registration under the Securities Act, Registrable
Securities to the Hedging Counterparty who will then publicly resell or
otherwise transfer such Registrable Securities pursuant to a Prospectus or an
exemption from registration under the Securities Act; and


     (d)  a loan or pledge of Registrable Securities to a Hedging Counterparty
who may then become a selling stockholder and sell the loaned shares or, in an
event of default in the case of a pledge, then sell the pledged shares, in each
case, in a public transaction pursuant to a Prospectus.


     “Issuer Common Stock” has the meaning set forth in the recitals to this
Agreement.


     “Issuer Preferred Stock” has the meaning set forth in the recitals to this
Agreement.


     “Lien” means any lien, pledge, charge, encumbrance or security interest.


     “OTC Hedging Transaction” means any Hedging Transaction that is privately
negotiated, and entered into on a principal-to-principal basis, between a
Stockholder and a Hedging Counterparty, including (i) any swap agreement, put
option, call option, collar transaction, call spread, put spread or forward
contract or any combination of any of the foregoing, in each case whether to be
settled by the delivery of securities, cash or otherwise, (ii) any option to
enter into any of the foregoing, and (iii) any other similar agreement,
contract or transaction that, in the case of this clause (iii) only, would (in
the reasonable, good-faith judgment of one nationally-recognized investment
banking firm selected by each of the Issuer, on the one hand, and the
Stockholders holding a majority of the securities proposed to be included in
such Hedging Transaction, on the other hand) make it commercially impracticable
for more than one Hedging Counterparty to jointly effect such agreement,
contract or transaction or any related market hedge of the Hedging
Counterparty’s economic exposure thereunder.


     “Permitted Transferee” means any Person to whom a Stockholder has
transferred, in accordance with the terms of this Agreement, Registrable
Securities.


     “Person” means any individual, firm, corporation, partnership, limited
liability company, “group” (as such term is used in Rule 13d-3 under the
Exchange Act),
trust, incorporated or unincorporated association, joint venture, joint
stock company, Governmental Entity or other entity of any kind, and shall
include any successor (by merger or otherwise) of such entity.







 


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     “Prospectus” means the prospectus related to any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance on Rule 415 under the Securities Act), as amended or
supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference in such
prospectus.


     “Registrable Class Securities” means securities of the Issuer that are of
the same class as the Registrable Securities.


     “Registrable Securities” means each of the following: (a) any and all
shares of Issuer Common Stock issued or issuable to
MediaOneTrust II or any of its Affiliates
underupon conversion of the Restructuring
AgreementIssuer Preferred Stock, (b) any securities of the Issuer
or any of its Affiliates issued or issuable to
MediaOneTrust II or any of its Affiliates with respect
to such Issuer Common Stock by way of a conversion, exchange, replacement,
stock dividend or stock split or other distribution in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization, spin-off or otherwise, and (c) all shares of Issuer Common
Stock or other securities described in (b) above owned by any Permitted
Transferee that were transferred in accordance with the terms of this Agreement
and were Registrable Securities at the time such shares or securities were
transferred to such Permitted Transferee; provided that the term “Registrable
Securities” shall not include any such securities received in a transaction
registered under the Securities Act.


     Subject to Section 3.4(b), as to any particular Registrable Securities,
once issued, such securities shall cease to be Registrable Securities when (a)
a registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) they shall have
been distributed to the public pursuant to Rule 144 (or any successor
provision) under the Securities Act, (c) they shall have been otherwise
transferred or disposed of, and in accordance with Section 2.2 new certificates
for them not bearing a legend restricting further transfer shall have been
delivered, or (d(d) they shall have become freely
transferable without registration under the Securities Act or (e) they shall
have ceased to be outstanding.


     “Registration Expenses” means all costs, fees and expenses incident to the
Issuer’s performance of or compliance with Section 3.1, including without
limitation, (i) the fees, disbursements and expenses of Issuer’s counsel and
accountants in connection with this Agreement and the performance of Issuer’s
obligations hereunder; (ii) all expenses, including filing fees, in connection
with the preparation, printing and filing of any Registration Statement, any
Prospectus or preliminary Prospectus, any other offering document and
amendments and supplements thereto and the mailing and delivering of
copies thereof; (iii) the cost of printing or producing any blue sky or
legal investment memoranda, any selling agreements and any other documents in
connection with the offering, sale or delivery of the securities to be disposed
of; (iv) all expenses in connection with the qualification of the securities to
be disposed of for offering and sale







 


5


under state securities laws; (v) transfer
agents’ and registrars’ fees and expenses; (vi) all security engraving and
security printing expenses; (vii) all fees and expenses payable in connection
with the listing of the Registrable Securities on any securities exchange; and
(viii) the costs and expenses of the Issuer relating to analyst or investor
presentations or any “road show” undertaken in connection with the registration
and/or marketing of any Registrable Securities.


     “Registration Statement” means the Shelf Registration Statement and any
Subsequent Registration Statement.


     “Requisite Holders” means, as of any date, holders of at least 50% of the
shares of Registrable Securities held by all holders of Registrable Securities
outstanding as of such date.


     “Securities Act” means the Securities Act of 1933 and the rules and
regulations of the Commission thereunder, all as the same shall be in effect at
the time.


     “Stockholder” means a holder of Registrable Securities that has been made
a party to this Agreement pursuant to Section 3.4.


     “Stockholder Counsel” means a firm of legal counsel appointed by the
Requisite Holders.


     1.2 Capitalized Terms. Capitalized terms used and not otherwise defined
herein or in the schedules hereto shall have the respective meanings ascribed
to them in the Restructuring Agreement.


     1.3 Successor Laws, Rules, Regulations and Forms. All references to laws,
rules, regulations and forms in this Agreement shall be deemed to be references
to the comparable successor thereto in effect at the time.


     1.4 Other Definitions. The following capitalized terms are defined in the
following sections of this Agreement:



	 	 	 	 	 
	Term	 	Section
	
	 	

	Agreement
	 	Preamble
	Stockholder
	 	Preamble
	Deferral Period
	 	 	3.5	(b)
	Dribble Out Agreement
	 	3.2(d)(ii)
	Effective Time
	 	3.1(ac)
	Effectiveness Period
	 	 	3.1	(a)
	Indemnified Party
	 	 	3.3	(c)
	Indemnifying Party
	 	 	3.3	(c)
	Issuer
	 	Preamble
	Liability
	 	 	3.3	(a)
	New Security
	 	 	4.1	(b)
	Pledgee
	 	 	3.4	(a)








 


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	Term	 	Section
	
	 	

	Registration Actions
	 	 	3.5	(b)
	Relevant Exchange
	 	3.2(a)(vi)
	Restructuring Agreement
	 	Preamble
	Shelf Registration Statement
	 	 	3.1	(a)
	Subsequent Registration Statement
	 	 	3.1	(e)
	Underwriting
	 	3.2(ad)



ARTICLE II



REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS



     2.1 Representations and Warranties of MediaOneTrust
II. MediaOneTrust II represents and warrants to the
Issuer with respect to itself and its ownership of
itsthe Issuer Common Stock’s
securities as follows:


          (a) Organization, Power and Authority, Binding Agreement.
MediaOneTrust II is a
corporationstatutory trust duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporationformation and has all requisite
corporatetrust power and authority to enter into this
Agreement. This Agreement has been duly and validly authorized by all
necessary corporatetrust action and has been duly
executed and delivered by MediaOneTrust II, and this
Agreement (assuming due execution and delivery by the other party hereto)
constitutes the valid and binding obligation of
MediaOneTrust II, enforceable in accordance with its
terms, except as the indemnification and contribution provisions of Section 3.3
may be held to be unenforceable as against public policy and except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors’ rights generally and by general equitable principles (whether
considered in a proceeding in equity or at law).



          (b) No Conflicts.



               (i)  Except as set forth on Schedule A hereto,
theThe execution and delivery of this Agreement by
MediaOneTrust II does not and the consummation by MediaOneTrust
II of the transactions contemplated by this Agreement will not (1) conflict
with, or result in any violation or breach of, any provision of the
charter, by-laws or other organizational
documentdocuments of
MediaOneTrust II, (2) conflict with, or result in any
violation or breach of, or constitute (with or without notice or lapse of time,
or both) a default (or give rise to a right of termination, cancellation or
acceleration of any obligation) under, require a consent or waiver under,
constitute a change in control under, or result in the imposition of any Lien
on MediaOneTrust II’s shares of Issuer Common Stock
under, any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease, license, contract, agreement or instrument to which such
Stockholder is a party or by which it or any of its properties or assets may be
bound or (3) conflict with or violate any permit, concession, franchise,
license, judgment, injunction, order, decree, statute, law, ordinance, rule or
regulation applicable to MediaOneTrust II or any of its
properties or








 


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assets, except in the case of clauses (2) and (3) of this Section
2.1(b)(i) for any such conflicts, violations, breaches, defaults, terminations,
cancellations, accelerations or Liens as would not, individually or in the
aggregate, have a material adverse effect on the ability of
MediaOneTrust II to consummate the transactions
contemplated by this Agreement or the effectiveness of any Registration
Statement.


               (ii) Except as set forth on Schedule A hereto, noNo
consent, approval, license, permit, order or authorization of, or registration,
declaration, notice or filing with, any Governmental Entity is required by or
with respect to MediaOneTrust II in connection with the
execution, delivery and performance of this Agreement by
MediaOneTrust II and the consummation by
MediaOneTrust II of the transactions contemplated by
this Agreement, other than filings required by the Securities Act, the Exchange
Act or any self-regulatory organization.



     2.2 Certain Acknowledgments of each Stockholder. Each Stockholder
acknowledges that all Registrable Securities will be issued pursuant to an
exemption from registration under the Securities Act and applicable state
securities laws and agrees not to sell or otherwise dispose of such Registrable
Securities in any transaction which would be in violation of the Securities Act
or applicable state securities laws. Each Stockholder acknowledges that the
following legend will appear on the certificates for the Registrable Securities
reflecting the foregoing restriction. The Issuer shall, at the request of any
Stockholder, remove from each certificate evidencing Registrable Securities the
following legend if the Issuer is reasonably satisfied (based upon an opinion
of counsel or other evidence) that the securities evidenced thereby may be
publicly sold without registration under the Securities Act; provided, however,
that the Issuer or Issuer’s counsel shall not be required to deliver an opinion
of counsel to the effect that the securities evidenced thereby may be publicly
sold without registration under the Securities Act unless Stockholder Counsel
shall have delivered an opinion, upon which the Issuer and Issuer’s counsel are
entitled to rely, to the effect that the securities evidenced thereby may be
publicly sold without registration under the Securities Act.



	 	 	“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, THE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR
ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR
OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION
STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER ALL APPLICABLE SECURITIES LAWS, OR (II)
UPON THE FURNISHING TO AOL TIME WARNER INC. BY THE HOLDER
OF THIS CERTIFICATE OF AN OPINION OF COUNSEL OR OTHER
EVIDENCE REASONABLY ACCEPTABLE TO AOL TIME WARNER INC. THAT
SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER
APPLICABLE SECURITIES LAWS.”








 


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     2.3 Representations and Warranties of the Issuer. The Issuer hereby
represents and warrants to each Stockholder as follows:


          (a) Power, Binding Agreement. The Issuer is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to enter into
this Agreement. This Agreement has been duly and validly authorized by all
necessary corporate action and has been duly executed and delivered by the
Issuer, and this Agreement (assuming due execution and delivery by the other
party hereto), constitutes the valid and binding obligation of the Issuer,
enforceable in accordance with its terms, except as the indemnification and
contribution provisions contained in Section 3.3 may be held to be
unenforceable as against public policy and except as such enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws affecting creditors’ rights
generally and by general equitable principles (whether considered in a
proceeding in equity or at law).



          (b) No Conflicts.



               (i) The execution and delivery of this Agreement by the Issuer does not
and the consummation by the Issuer of the transactions contemplated by this
Agreement will not, (1) conflict with, or result in any violation or breach of,
any provision of the charter, by-laws or other organizational document of the
Issuer, (2) conflict with, or result in any violation or breach of, or
constitute (with or without notice or lapse of time, or both) a default (or
give rise to a right of termination, cancellation or acceleration of any
obligation) under, require a consent or waiver under, constitute a change in
control under, or result in the imposition of any Lien on the Issuer’s assets
under, any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, lease, license, contract, agreement or instrument to
which the Issuer is a party or by which it or any of its properties or assets
may be bound or (3) conflict with or violate any permit, concession, franchise,
license, judgment, injunction, order, decree, statute, law, ordinance, rule or
regulation applicable to the Issuer or any of its properties or assets, except
in the case of clauses (2) and (3) of this Section 2.3(b)(i) for any such
conflicts, violations, breaches, defaults, terminations, cancellations,
accelerations or Liens which would not, individually or in the aggregate, have
a material adverse effect on the ability of the Issuer to consummate the
transactions contemplated by this Agreement or the effectiveness of any
Registration Statement.



               (ii) No consent, approval, license, permit, order or authorization of, or
registration, declaration, notice or filing with, any Governmental Entity is
required by or with respect to the Issuer in connection with the execution,
delivery and performance of this Agreement by the Issuer or the consummation by
the Issuer of the transactions contemplated by this Agreement, other than
filings and other actions required by the Securities Act, the Exchange Act, the
rules of any stock exchange or automated quotation system on which the
Registrable Securities are to be listed, the rules of any self-regulatory
organization and state securities or “blue sky” laws.








 


9

ARTICLE III



REGISTRATION RIGHTS



     3.1 Shelf Registration.


          (a) The Issuer shall prepare and file a “shelf” registration statement
(the “Shelf Registration Statement”) with respect to the Registrable Securities
on Form S-3 for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act. The Issuer agrees to give
MediaOneTrust II not less than 10 days advance notice of
its intent to file the Shelf Registration Statement.



          (b) Subject to the provisions of Section 3.5, the Issuer shall use all
commercially reasonable efforts to file the Shelf Registration Statement no
later than 30 days prior to the date it reasonably anticipates the Closing will
occur; provided that no such filing shall be required to be made prior to the
Closing, or, if made, such filing may be withdrawn, if the Issuer determines in
good faith, based on the advice of outside securities counsel to the Issuer,
that either (1) such filing would reasonably be expected to prevent the offer
and sale of the Issuer Common Stock to MediaOneTrust II
under the Restructuring Agreement from being eligible for an exemption from
registration under the Securities Act or (2) the Commission’s rules and
regulations or the Staff of the Commission would not permit a re-sale shelf
Registration Statement to be filed or declared effective prior to issuance of
the Registrable Securities. Subject to Section 3.5(b), if ,
purusantpursuant to the preceding sentence, the Issuer
does not file the Shelf Registration Statement prior to the Closing, the Issuer
agrees that it shall file the Shelf Registration Statement promptly (and in no
event more than three
Business Days) after the Closing and use all commercially reasonable
efforts to have the Shelf Registration Statement declared effective as soon as
practicable thereafter.



          (c) Subject to Section 3.1(b), the Issuer shall use all commercially
reasonable efforts to have the Shelf Registration Statement declared effective
onas soon as practicable after the Closing
Date or promptly thereafter and shall use all commercially
reasonable efforts to keep the Shelf Registration Statement continuously
effective, subject to the provisions of Section 3.5, during the time (the
“Effectiveness Period”) commencing on the date such Shelf Registration
Statement is declared effective (the “Effective Time”) and ending on the
earlierearliest to occur of (i) one year
afterthe second anniversary of the Closing
and, (ii) the date that is six months after the Effective Time and
(iii) such time as all of the Registrable Securities cease to be Registrable
Securities; provided, however, that (1) before filing a Registration Statement
or Prospectus or any amendments or supplements thereto, the Issuer shall
provide counsel to MediaOneTrust II with a reasonable
opportunity to review and comment on such Registration Statement and each
Prospectus included therein (and each amendment and supplement thereto) to be
filed with the Commission, subject to such documents being under the Issuer’s
control, and (2) the Issuer shall notify MediaOneTrust
II and counsel to MediaOneTrust II of any stop order
issued or threatened by the Commission and take all commercially reasonable
actions required to prevent the entry of such stop order or to remove it if
entered. The onesix-yearmonth








 


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period specified in clause (iii) of this
Section 3.1(c)the preceding sentence shall be extended for a number
of days equal to the number of days that elapse from (x) the date any written
notice contemplated by Section 3.5(a) is given by the Issuer to (y) the date on
which the Issuer delivers to the Stockholders the supplement or amendment
contemplated by Section 3.5(a).


          (d) At the Effective Time, each Stockholder (and each Subsidiary of such
Stockholder designated by such Stockholder) shall be named as a selling
securityholder in the Shelf Registration Statement and related Prospectus in
such a manner as to permit such Stockholder (and such designee) to deliver such
Prospectus to purchasers of Registrable Securities in accordance with
applicable law under ordinary circumstances. The “Plan of Distribution”
section of the Shelf Registration Statement and Prospectus shall state that the
Registrable Securities may be sold by the selling securityholders following the
Effective Time in any legal manner selected by the Stockholders.



          (e) If the Shelf Registration Statement ceases to be effective for any
reason at any time during the Effectiveness Period, the Issuer shall, subject
to the provisions of Section 3.5, use all commercially reasonable efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event within 15 days after such cessation of effectiveness amend the
Shelf Registration Statement in a manner reasonably expected by the Issuer to
obtain the withdrawal of such order suspending the effectiveness thereof or, as
promptly as practicable thereafter, file an additional registration statement
(the “Subsequent Registration Statement”) covering the
resale by the Stockholders of all of the then Registrable Securities on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act. If
the Subsequent Registration Statement is filed, the Issuer shall use all
commercially reasonable efforts, subject to the provisions of Section 3.5, to
cause the Subsequent Registration Statement to become effective under the
Securities Act and remain continuously effective during the Effectiveness
Period.



          (f) The Issuer shall pay all Registration Expenses incurred in connection
with the Shelf Registration Statement, any Subsequent Registration Statement
and any supplements or amendments to them, whether or not they become
effective, and whether all, none or some of the Registrable Securities are sold
pursuant to any Registration Statement. It is understood and agreed that the
Issuer may also register for public offering and sale pursuant to the Shelf
Registration Statement or any Subsequent Registration Statement, initially or
by amendment, securities other than Registrable Securities, but in doing so
shall not limit any Stockholder’s rights hereunder (including any limitation
arising by application of applicable rules under the Securities Act with
respect to securities of the Issuer sold pursuant to such Shelf Registration
Statement or Subsequent Registration Statement by any Person other than a
Stockholder) or adversely affect the Stockholder’s ability to sell its
Registrable Securities.








 


11

     3.2 Registration Procedures.


          (a) In connection with each Registration Statement, subject to the
provisions of Section 3.5, to effect the registration of such Registrable
Securities in accordance with the intended method of distribution thereof, the
Issuer shall, as promptly as practicable, use all commercially reasonable
efforts to:



               (i) supplement or amend, if necessary, the Registration Statement, as
required by the registration form utilized by the Issuer or by the instructions
applicable to such registration form or by the Securities Act or as reasonably
required by the Requisite Holders, and the Issuer shall furnish to the holders
of the Registrable Securities to which the Registration Statement relates
copies of any such supplement or amendment prior to its being used and/or filed
with the Commission;



               (ii) prepare and file with the Commission such amendments and supplements
to the Registration Statement and the Prospectus used in connection therewith
as may be necessary to keep the Registration Statement effective as required
under Section 3.1 and to comply with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by the
Registration Statement until the expiration of the Effectiveness Period;
notwithstanding anything to the contrary in this Agreement, the Issuer shall
not be required to file or have declared effective more than one post-effective
amendment to the Registration Statement and shall not be required to file more
than five supplements to the Prospectus contained in such Registration
Statement, in each case, in connection with one or more Hedging Transactions or
changes requested by the Stockholders to the Plan of Distribution therein;



               (iii) furnish to each seller of Registrable Securities, prior to filing a
Registration Statement, copies of such Registration Statement in accordance
with Section 3.1(c), and promptly thereafter furnish such number of conformed
copies of such Registration Statement, each amendment and supplement thereto
(in each case including all exhibits thereto) and the Prospectus included in
such Registration Statement (including each preliminary Prospectus and any
summary Prospectus) and any other Prospectus filed under Rule 424 under the
Securities Act, and such other documents, as such seller may reasonably request
in order to facilitate the disposition of the Registrable Securities of such
seller; in addition, the Issuer shall promptly after receipt furnish to each
Stockholder copies of the portions of any and all transmittal letters and any
other correspondence (including, but not limited to, comment letters) with the
Commission or any other Governmental Entity relating to the sections of such
Registration Statement or amendment or supplement thereto entitled “Plan of
Distribution” or “Selling Stockholders”; and the Requisite Holders shall have
the right to request that the Issuer modify any such information contained in
such Registration Statement or amendment and supplement thereto pertaining to
such Stockholders in such sections, and the Issuer shall use all commercially
reasonable efforts to comply with such request; provided, however, that the
Issuer shall not have any obligation to modify any information if the Issuer
reasonably expects that so doing would cause the Registration Statement to
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading;








 


12

               (iv) (1) register or qualify all Registrable Securities and other
securities covered by the Registration Statement under such other securities or
“blue sky” laws of such States of the United States of America where an
exemption is not available and as the sellers of Registrable Securities covered
by the Registration Statement shall reasonably request, (2) keep such
registration or qualification in effect during the Effectiveness Period, (3)
obtain the withdrawal of any order or other determination suspending such
registration or qualification during the Effectiveness Period and (4) take all
other commercially reasonable action which may be reasonably necessary or
advisable to enable such sellers to consummate the disposition in such
jurisdictions of the securities to be sold by such sellers, except that the
Issuer shall not for any such purpose be required to (A) qualify generally to
do business as a foreign corporation in any jurisdiction wherein it would not
but for the requirements of this clause (iv) be obligated to be so qualified,
(B) subject itself to taxation in any such jurisdiction or (C) consent to
general service of process in any such jurisdiction;



               (v) cause all Registrable Securities covered by the Registration Statement
to be registered with or approved by such Governmental Entities as may be
necessary in the written opinion of counsel to the Issuer and counsel to the
seller or sellers of Registrable Securities to enable the seller or sellers
thereof to consummate the disposition of such Registrable Securities within the
United States of America;



               (vi) (1) cause within four Business Days after the
Closing, cause to be filed applications to list all Registrable Securities to
be covered by suchthe Registration Statement
to beon the New
York Stock Exchange and each other national securities exchange on which
the Issuer Common Stock is listed, effective as of the
Closing (or if not possibleeach, a “Relevant
Exchange”); (2) as promptly thereafter as
possible)practicable, cause such Registrable Securities
to be approved by each Relevant Exchange for listing on such Relevant Exchange,
subject to official notice of issuance, on the New York Stock
Exchange,; and (23) comply with all
applicable rules of the New York Stock Exchange so as to permit the continued
listing of the Issuer Common Stock (or such securities
oninto which the NewIssuer
YorkCommon Stock Exchangeis
converted, exchanged or substituted) thereon;



               (vii) during the time when a Prospectus is required to be delivered under
the Securities Act, promptly give notice to all Stockholders selling securities
pursuant to such Prospectus (1) of the receipt by the Issuer of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction or the initiation or threat in writing of any proceeding for such
purpose, (2) of the occurrence of any of the events described in Section 3.5(a)
(provided, however, that no notice by the Issuer shall be required pursuant to
this subclause (2) in the event that the Issuer either promptly files a
Prospectus supplement or amendment to update the Prospectus or a Form 8-K or
other appropriate Exchange Act report that is incorporated by reference into
the Registration Statement, which, in either case, contains the requisite
information with respect to such event that results in the Registration
Statement no longer containing any untrue statement of material fact or
omitting to state a material fact necessary to make the statements








 


13

contained
therein not misleading) and (3) of the determination by the Issuer that a
post-effective amendment to a Registration Statement will be filed with the
Commission;


               (viii) comply with all applicable rules and regulations of the Commission,
and, if requested, make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least
12 months, but not more than 18 months, beginning with the first full calendar
month after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 promulgated thereunder, and promptly furnish to each such seller
of Registrable Securities a copy of any amendment or supplement to the
Registration Statement or prospectus;



               (ix) timely file the reports and materials required to be filed by it
under the Securities Act and the Exchange Act and the rules and regulations
adopted by the Commission thereunder (including but not limited to the reports
under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)
of Rule 144) and shall take all commercially reasonable actions as a
Stockholder or any broker or dealer facilitating a sale of Registrable
Securities may reasonably request to enable such Stockholder to sell or hedge
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144 under the Securities Act,
as such rule may be amended from time to time, or (b) any similar rules or
regulations hereafter adopted by the Commission; upon the reasonable request of
any Stockholder the Issuer shall deliver to such Stockholder a written
statement as to whether it has complied with such request;



               (x) cooperate with each holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities sold pursuant to a
Registration Statement, and provide the transfer agent for the Registrable
Securities with certificates for the Registrable Securities that are in a form
eligible for deposit with The Depository Trust Company; and



               (xi) promptly take all other steps reasonably necessary to effect the
registration of the Registrable Securities contemplated hereby.



          (b) The Issuer may require each seller of Registrable Securities to (1)
furnish the Issuer such information regarding such seller and the distribution
of such securities as the Issuer may from time to time reasonably request in
writing, (2) agree to comply with the Securities Act and the Exchange Act and
all applicable state securities laws and to use all commercially reasonable
efforts to comply with all applicable regulations in connection with the
registration and distribution of the Registrable Securities, and (3) use all
commercially reasonable efforts to enter into and perform customary agreements
(including agreements relating to an Underwriting) and take such other actions
as are prudent and reasonably required in order to expedite or facilitate the
disposition of such Registrable Securities.



          (c) Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Issuer of the








 


14

happening of any event of the kind described in clauses (i), (ii) and (iii) of
the first sentence of Section 3.5(b) and subject to the last two sentences of
Section 3.5(b), such holder shall forthwith discontinue such holder’s
disposition of Registrable Securities pursuant to the Registration Statement
until such holder receives copies of the supplemented or amended Prospectus
contemplated by Section 3.5(a) or 3.2(a)(vii) and, if so directed by the
Issuer, will promptly deliver to the Issuer (at the Issuer’s expense) all
copies, other than permanent file copies, then in such holder’s possession of
the Prospectus relating to such Registrable Securities current at the time of
receipt of such notice.


          (d) If any shares of Issuer Common Stock are to be sold in an underwritten
public offering, which, for the avoidance of doubt, the parties agree includes
(1) a transaction in which the underwriter or underwriters act as principal for
the sale of Registrable Class Securities pursuant to any Registration Statement
(including in order to hedge its economic exposure to a Hedging Transaction)
and (2) a transaction that constitutes an “at the market offering” (as such
term is defined in Rule 415 under the Securities Act), in which the
counterparty acts as agent (and not as principal) (each, an “Underwriting”):



               (i) Subject to subclauses (ii) and (iii) of this Section 3.2(d), the
Issuer shall enter into an underwriting or similar agreement of the type
customary or reasonably appropriate for the types of offerings which are most
similar to
such Underwriting, among the Issuer, the selling Stockholder or
Stockholders and the counterparties, which agreement shall include, without
limitation, customary provisions relating to: (1) representations and
warranties of the Issuer and the selling Stockholder or Stockholders to the
counterparties; (2) the performance by the counterparties and their
representatives of a reasonable “due diligence” investigation of the Issuer;
(3) receipt by the counterparties of accountant’s “comfort” letters, addressed
to such counterparties, in customary form and covering such matters as are
customarily covered by “cold comfort” letters delivered in connection with such
type of transaction; (4) receipt by the counterparties of disclosure opinions,
addressed to such counterparties, of internal counsel to the Issuer (or, at the
Stockholders’ expense, of nationally recognized outside counsel to the Issuer),
in customary form and covering such matters as are customarily covered by such
opinions delivered in connection with such type of transaction, which opinion
is reasonably acceptable to the counterparty; (5) receipt by the counterparties
of other reasonable and customary certificates and closing documents; and (6)
indemnification of, and contribution in connection with the liability of, the
counterparties and their control persons arising from the Underwriting, which
indemnity is reasonably acceptable to the counterparty. Notwithstanding
anything to the contrary in this Agreement, the employees of the Issuer shall
not be required to participate in any “road shows” or similar marketing
activities. For purposes of subclauses (1) through (6) of this Section
3.2(d)(i), if the Prospectus or Registration Statement is required to include
disclosure to the effect that any Selling Stockholder is, or may be deemed to
be, an “underwriter” under the Securities Act, then the term “counterparties”
shall include such Selling Stockholder.








 


15

               (ii) Subject to subclause (iii), in the case of any Underwriting that is
an “at the market offering” (as such term is defined in Rule 415 under the
Securities Act) in which the counterparty acts as agent (and not as principal),
the Issuer shall be required to enter into only one such underwriting or
similar agreement on or prior to the commencement date of such offering (a
“Dribble Out Agreement”). Such Dribble Out Agreement shall remain effective
until the end of the Effectiveness Period, and the comfort letters, opinions,
certificates and closing documents described in subclause (i) shall be
delivered only at the time of execution of such Dribble Out Agreement (except
as required under Section 3.2(d)(iv)).



               (iii) Notwithstanding the foregoing, the Issuer shall not be obligated to
enter into any underwriting or similar agreement, furnish the documents and
information set forth in Section 3.2(d)(i), permit the counterparties to
conduct due diligence investigations or provide indemnification or
contribution, in each case, as contemplated by Section 3.2(d)(i) or (ii), on
more than three occasions. The Issuer shall use all commercially reasonable
efforts to provide such comfort letters, opinion, certificates and closing
documents contemplated by this Section 3.2(d) within 10 Business Days after a
request therefor by the Stockholders.



               (iv) In addition, on one occasion only, in connection with an Underwriting
pursuant to a Dribble Out Agreement as to which sales of securities thereunder
were prohibited pursuant to Section 3.5 prior to the 20th trading day on the
New York Stock Exchange after the effectiveness of such Dribble Out Agreement,
the Issuer shall use all commercially reasonable efforts to obtain the comfort
letters, opinions, certificates and other documents described in Section
3.2(d)(i), at the end of such Deferral Period.



     3.3 Indemnification.


          (a) The Issuer agrees to indemnify and hold harmless each Stockholder, its
partners, directors, officers, trustees, other Affiliates and each Person who
controls (within the meaning of Section 15 of the Securities Act) such
Stockholder from and against any and all losses, claims, damages, liabilities
and expenses, or any action or proceeding in respect thereof (including
reasonable costs of investigation and reasonable attorneys’ fees and expenses)
(each, a “Liability” and collectively, “Liabilities”), arising out of or based
upon any untrue, or allegedly untrue, statement of a material fact contained in
any Registration Statement, Prospectus or preliminary Prospectus or
notification or offering circular (as amended or supplemented if the Issuer
shall have furnished any amendments or supplements thereto) or arising out of
or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading under the circumstances such statements were made; provided,
however, that the Issuer shall not be liable (i) in any such case to the extent
that any such Liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
Registration Statement, Prospectus or preliminary Prospectus or notification or
offering circular in reliance upon and in conformity with written information
furnished to the Issuer by or on behalf of such Stockholder (including,








 


16

without
limitation, the information provided pursuant to Section 3.2(b) or 3.3(b)),
specifically for use in the preparation thereof and (ii) for any Liability if
(1) the Issuer has notified such Stockholder to suspend use of the Prospectus
pursuant to Section 3.5(a) or (b), (2) such Stockholder continues to use the
relevant Prospectus notwithstanding such notice, and (3) such Liability arises
from or is based upon an untrue statement or alleged untrue statement of any
material fact or omission to state a material fact that was cured in the
supplemented or amended Prospectus contemplated by Section 3.5(a) or (b).


          (b) Indemnification by each Stockholder. Each Stockholder shall promptly
furnish to the Issuer in writing such information with respect to such
Stockholder and the distribution of the Registrable Securities as the Issuer
may reasonably request or as may be required by law for use in connection with
any Registration Statement or Prospectus and all information required to be
disclosed in order to make the information previously furnished to the Issuer
by such Stockholder not materially misleading or necessary to cause such
Registration Statement not to omit a material fact with respect to such
Stockholder necessary in order to make the statements therein not misleading.
Each Stockholder agrees, severally but not jointly, to indemnify and hold
harmless the Issuer, any underwriter retained by the Issuer, their respective
directors, officers and other Affiliates and each Person who controls the
Issuer or such underwriter (within the meaning of Section 15 of the Securities
Act) to the same extent as the indemnity from the Issuer to such Stockholder
under Section 3.3(a) but only with
respect to information provided by such Stockholder or on such
Stockholder’s behalf expressly for use in the Registration Statement or
Prospectus relating to the Registrable Securities; provided, however, that the
liability of each Stockholder under this Section 3.3(b) shall be limited to the
amount of net proceeds received by such Stockholder in the transaction giving
rise to such Liability.



          (c) Notices of Claims, etc. Any Person entitled to indemnification under
this Section 3.3 (each, an “Indemnified Party”) agrees to give prompt written
notice to each indemnifying party (each, an “Indemnifying Party”) after the
receipt by the Indemnified Party of any written notice of the commencement of
any action, suit, proceeding or investigation or threat thereof made in writing
for which the Indemnified Party intends to claim indemnification or
contribution pursuant to this Agreement; provided, however, that the failure so
to notify the Indemnifying Party shall not relieve the Indemnifying Party of
any Liability that it may have to the Indemnified Party hereunder (except to
the extent that the Indemnifying Party forfeits substantive rights or defenses
by reason of such failure), and in no event shall such failure relieve the
Indemnifying Party from any other Liability it may have to such Indemnified
Party. If notice of commencement of any such action is given to the
Indemnifying Party as above provided, the Indemnifying Party shall be entitled
to participate in and, to the extent it may wish, jointly with any other
Indemnifying Party similarly notified, to assume the defense of such action at
its own expense, with counsel chosen by it. The Indemnified Party shall have
the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be paid by the
Indemnified Party unless (i) the Indemnifying Party agrees to pay the same,
(ii) the Indemnifying Party fails to assume the defense of such action, (iii)
the Indemnifying Party and the Indemnified Party shall have mutually agreed to
the retention of such








 


17

counsel or (iv) the named parties to any such action
(including any impleaded parties) include both the Indemnifying Party and the
Indemnified Party and such parties have been advised by such counsel that
either (x) representation of such Indemnified Party and the Indemnifying Party
by the same counsel would be inappropriate under applicable standards of
professional conduct or presents a conflict of interest or (y) there may be
one or more legal defenses available to the Indemnified Party which are
different from, inconsistent with or additional to those available to the
Indemnifying Party. In any of the cases specified in clauses (ii) and (iv) of
the immediately preceding sentence, the Indemnifying Party shall not be liable
for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all Indemnified Parties. No Indemnifying
Party shall be liable for any settlement entered into without its written
consent, which consent shall not be unreasonably withheld. No Indemnifying
Party shall, without the consent of such Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which such
Indemnified Party is a party and indemnity has been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability for claims that are the subject
matter of such proceeding.


          (d) If the indemnification provided for in this Section 3.3 shall for any
reason be held by a court of competent jurisdiction to be unavailable to an
Indemnified Party, in respect of any Liability, then, in lieu of the amount
paid or payable under Section 3.3(a) or (b), as the case may be, the Indemnified Party and
the Indemnifying Party shall contribute to the aggregate Liabilities in such
proportion as is appropriate to reflect the relative fault of the Issuer and
the prospective sellers of Registrable Securities covered by the Registration
Statement in connection with the statements or omissions which resulted in such
loss, claim, damage or liability, or action or proceeding in respect thereof,
as well as any other relevant equitable considerations (the relative fault of
the Issuer and such prospective sellers to be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Issuer or such prospective sellers and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission). The parties hereto acknowledge that in no
event shall the obligation of any Indemnifying Party to contribute under this
Section 3.3(d) exceed the amount that such Indemnifying Party would have been
obligated to pay by way of indemnification if the indemnification provided for
under Section 3.3(a) or (b) had been available under the circumstances. The
Issuer and each Stockholder agree that it would not be just and equitable if
contribution pursuant to this Section 3.3(d) were determined by pro rata
allocation (even if such Stockholders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the first sentence of this Section
3.3(d). No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. Such
prospective sellers’ obligations to contribute as provided in this Section
3.3(d) are several in proportion to the relative value of their respective
Registrable Securities covered by such Registration Statement and not joint.








 


18

          (e) Indemnification Payments. The indemnification and contribution
required by this Section 3.3 shall be made by prompt periodic payments of the
amount thereof during the course of the investigation or defense, as and when
bills are received or expense, loss, damage or liability is incurred.



     3.4 Transfer of Registration Rights.


          (a) Each Stockholder may transfer Registrable Securities with the
associated registration rights under this Agreement to a Permitted Transferee
or pledgee (“Pledgee”) only if (1) such Permitted Transferee or Pledgee agrees
in writing to be bound as a Stockholder by the provisions of this Agreement
insofar as it pertains to the holding, owning and disposition of Registrable
Securities and (2) immediately following such transfer or pledge, the further
disposition of such Registrable Securities by such Permitted Transferee or
Pledgee would be restricted under the Securities Act.



          (b) Upon any transfer of Registrable Securities other than as set forth in
this Section 3.4, such securities shall no longer constitute Registrable
Securities, except that any Registrable Securities that are pledged or made the
subject of a Hedging Transaction, which Registrable Securities are not
ultimately disposed of by the Stockholders pursuant to such pledge or Hedging
Transaction shall, to the extent such securities remain “restricted securities”
under the Securities Act, be deemed to remain
“Registrable Securities” notwithstanding the release of such pledge or the
completion of such Hedging Transaction.



          (c) If a Stockholder assigns its rights under this Agreement in connection
with the transfer of less than all of its Registrable Securities, such
Stockholder shall retain its rights under this Agreement with respect to its
remaining Registrable Securities. If a Stockholder assigns its rights under
this Agreement in connection with the transfer of all of its Registrable
Securities, such Stockholder shall have no further obligations under this
Agreement, except under Section 3.3, with respect to transactions occurring
prior to such assignment.



     3.5 Suspension of Sales.


          (a) The Issuer shall promptly notify each Stockholder selling securities
pursuant to a Prospectus (1) upon discovery that, or upon the happening of any
event as a result of which, the Prospectus or the Registration Statement
includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, or
the occurrence of any event specified in clause (b) below; (2) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or (3) of any written request by the Commission for
amendments to the Registration Statement or supplements or amendments to the
Prospectus. In no event shall the Issuer be required, in such notice to the
Stockholders, to set forth the details of any such event, order or request.
Immediately following any such event (x) upon the request of the Issuer, each
Stockholder shall suspend the use of the Prospectus and shall not sell any
Registrable Securities pursuant








 


19

          to the Registration Statement until such
Stockholder has received copies of the supplemented or amended Prospectus or
until it is advised by the Issuer that the Prospectus may be used, and (y) the
Issuer shall use all commercially reasonable efforts to, as promptly as
practicable or in the case of an event specified in clause (b) below, by the
end of the Deferral Period (as defined below), prepare and file a
post-effective amendment to the Registration Statement or a supplement or
amendment to the related Prospectus or any document that would be incorporated
by reference into the Registration Statement and Prospectus so that the
Registration Statement does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading, and such Prospectus does not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading and
promptly thereafter deliver to the holders of the Registrable Securities a
reasonable number of copies of the supplement or amendment of such Prospectus
complying with the foregoing, and, in the case of a post-effective amendment to
a Registration Statement, use all commercially reasonable efforts to cause it
to be declared effective as promptly as is reasonably practicable.



          (b) The Issuer shall not be required to file any Registration Statement
pursuant to this Agreement, file any amendment thereto, furnish any supplement
or amendment to a Prospectus included in a Registration Statement pursuant to
Section 3.2(a)(i) or 3.2(a)(ii), make any other filing with the Commission,
cause any Registration Statement or other filing with the Commission to become
effective, or take any similar action (collectively, “Registration Actions”)
and may withdraw any Registration Statement or other filing with the
Commission, and any and all sales of Registrable Securities by a holder thereof
pursuant to a Registration Statement shall be suspended: (i) if such
Registration Action would, in the good-faith judgment of the Board of
Directors, materially interfere with business activities or plans of the
Issuer, or (ii) if such Registration Action would, in the good-faith judgment
of the Board of Directors, require the disclosure of material non-public
information which disclosure, in the good-faith judgment of the Board of
Directors, would be detrimental to the Issuer or (iii) if such Registration
Action would require the inclusion of audited financial statements of the
Issuer that are not then available. Upon the occurrence of any condition
described in clauses (i), (ii) or (iii) of the first sentence of this Section
3.5(b), the Issuer shall give prompt notice thereof (which notice shall state
whether it intends to delay any of the Registration Actions and/or suspend
sales of Registrable Securities) to the Stockholders. Upon the termination of
the condition described in clauses (i), (ii) or (iii) of the first sentence of
this Section 3.5(b), the Issuer shall give prompt notice to the holders of
Registrable Securities and shall promptly proceed with the Registration Actions
and make any other filing with the Commission required of it or terminate any
suspension of sales it has put into effect and shall take all such other
commercially reasonable actions to permit registered sales of Registrable
Securities as contemplated by this Agreement. It is understood and agreed that
the foregoing provisions of this Section 3.5(b) shall not prevent a sale or
hedge pursuant to Rule 144 by a holder of Registrable Securities or pursuant to
any other exemption from the registration requirements under the Securities
Act. Notwithstanding anything to the contrary in this Section 3.5(b), the








 


20

Issuer may only delay Registration Actions or suspend sales of Registrable
Securities for three periods (each, a “Deferral Period”) of up to 120 days, in
the aggregate, in any period of twelve consecutive months. In addition, no
suspension pursuant to Section 3.5(b) shall be effective unless (x) each
director and executive officer of the Issuer is also prohibited by the Issuer’s
insider trading policy or otherwise from making purchases and sales (other than
those made pursuant to plans designed to comply with Rule 10b5-1(c)(1)(i) under
the Exchange Act) by reason of the condition specified in the first sentence of
Section 3.5(b) and (y) each other holder entitled to sell equity securities of
the Issuer pursuant to registration rights under a selling stockholder
prospectus is, or agrees to be, subject to deferral provisions substantially
similar to or more restrictive than those contained in Section 3.5(b).


     3.6 Registration in Connection with Hedging Transactions.


          (a) The Issuer acknowledges that from time to time a Stockholder may seek
to enter into one or more Hedging Transactions with a Hedging Counterparty.
Notwithstanding anything to the contrary provided herein, the Issuer agrees
that, in connection with any proposed Hedging Transaction, if, in the
reasonable judgment of Stockholder Counsel (after good-faith consultation with
counsel to the
Issuer), it is necessary or desirable to register under the Securities Act
such Hedging Transaction or sales or transfers (whether short or long) of
Registrable Class Securities in connection therewith, then the Issuer shall use
all commercially reasonable efforts to take such actions (which may include,
among other things, the filing of a post-effective amendment to the
Registration Statement to include additional or changed information that is
material or is otherwise required to be disclosed, including, without
limitation, a description of such Hedging Transaction, the name of the Hedging
Counterparty, identification of the Hedging Counterparty or its Affiliates as
underwriters or potential underwriters, if applicable, or any change to the
Plan of Distribution) as may reasonably be required to register such Hedging
Transactions or sales or transfers of Registrable Class Securities in
connection therewith under the Securities Act in a manner consistent with the
rights and obligations of the Issuer hereunder with respect to the registration
of Registrable Securities.



          (b) The Issuer further agrees to include under the caption “Plan of
Distribution” (or the equivalent caption) in each Registration Statement, and
any related prospectus (to the extent such inclusion is permitted under
applicable Commission regulations and is consistent with comments received from
the Commission during any Commission review of the Registration Statement),
language in substantially the form of Annex A hereto and to include in each
prospectus supplement filed in connection with any proposed Hedging Transaction
language mutually agreed upon by the Issuer, the relevant Stockholder and the
Hedging Counterparty describing such Hedging Transaction.



          (c) Any information regarding the Hedging Transaction included in a
Registration Statement or Prospectus pursuant to this Section 3.6 shall be
deemed to be information provided by the Stockholders selling Registrable
Securities pursuant to such Registration Statement for purposes of Section 3.3.








 


21

          (d) If in connection with a Hedging Transaction a Hedging Counterparty or
any Affiliate thereof is (or may be considered) an underwriter or selling
stockholder, then it shall be required to provide customary indemnities to the
Issuer regarding itself, the Plan of Distribution and like matters.



          (e) In addition, regardless of whether the Hedging Counterparty in any
Hedging Transaction is considered under applicable law to be an underwriter, in
any Hedging Transaction other than an OTC Hedging Transaction, where the
aggregate Market Value of Registrable Securities proposed to be hedged is
greater than $375 million, (i) the Stockholders holding a majority of the
securities proposed to be included in such Hedging Transaction shall have the
right to select one nationally-recognized investment banking firm to act as a
co-lead book-running Hedging Counterparty (or the equivalent) with respect to
such Hedging Transaction, which firm shall be reasonably acceptable to the
Issuer; and (ii) the Issuer shall have the right to select one
nationally-recognized investment banking firm to act as a co-lead book-running
Hedging Counterparty (or the equivalent) with respect to such Hedging
Transaction, which firm shall be reasonably acceptable to the Stockholders
holding a majority of the securities proposed to be included in such Hedging
Transaction. To the extent that the Issuer has the right to select a nationally-recognized
investment banking firm to act as a co-lead book-running Hedging Counterparty
(or the equivalent) pursuant to this Section 3.6(e), the Stockholders proposing
to effect such Hedging Transaction shall give the Issuer reasonable notice,
taking into account the type of Hedging Transaction, of their intention to
enter into such Hedging Transaction, which notice shall contain a reasonably
detailed description of the terms of such Hedging Transaction.



     3.7 Underwriting. In any underwritten public offering of Registrable
Securities (other than an OTC Hedging Transaction) pursuant to a Registration
Statement filed under this Agreement in which at least $500 million of
Registrable Securities or all remaining Registrable Securities are proposed to
be sold, (i) Stockholders holding a majority of the Registrable Securities to
be sold pursuant to such offering shall have the right to select one
nationally-recognized investment banking firm to act as a co-lead book running
manager (or the equivalent) with respect to such offering, which firm shall be
reasonably acceptable to the Issuer; and (ii) the Issuer shall have the right
to select only one nationally-recognized investment banking firm as a co-lead
book running manager (or the equivalent) with respect to such offering, which
firm shall be reasonably acceptable to Stockholders holding a majority of the
Registrable Securities to be sold pursuant to such offering.


ARTICLE IV



MISCELLANEOUS



     4.1 Recapitalization, Exchanges, etc.


          (a) 4.1 Recapitalization, Exchanges,
etc. The provisions of this Agreement shall apply to the full
extent set forth herein with respect to (i) the shares of Issuer Common Stock
issuable upon conversion of the Issuer Preferred Stock








 


22

acquired by
MediaOneTrust II pursuant to the Restructuring
Agreement, (ii) any and all shares of voting common stock of the Issuer into
which such shares of Issuer Common Stock are converted, exchanged or
substituted in any recapitalization or other capital reorganization by the
Issuer (excluding any such securities that are freely transferable without
registration under the Securities Act) and (iii) any and all equity securities
(excluding any such securities that are freely transferable without
registration under the Securities Act) of the Issuer or any of its Affiliates
or any successor or assign or acquirer of the Issuer or any of its Affiliates
(whether by merger, consolidation, sale of assets or otherwise) which may be
issued in respect of, in conversion of, in exchange for
or, in substitution of or as a distribution on, such shares of
Issuer Common Stock and shall be appropriately adjusted for any stock
dividends, splits, reverse splits, combinations, recapitalizations and the like
occurring after the date hereof. The Issuer shall cause any such Affiliate,
successor or assign or acquiror (whether by merger, consolidation, sale of
assets or otherwise) to enter
into a new registration rights agreement with each Stockholder
on terms no less favorablerespect to such equity securities with
each Stockholder than theon terms no less favorable to
such Stockholder than the terms provided under  under
this Agreement as a  as a condition of any
such  precedent to any such transaction.


          (b) If the Issuer Preferred Stock is converted, exchanged or substituted
in connection with any recapitalization or other capital reorganization or
merger, consolidation or other transaction into shares of another security (a
“New Security”), whether of the Issuer or another issuer, as a condition
precedent to any such transaction, the Issuer shall, or shall cause such other
issuer to, enter into a new registration rights agreement with each Stockholder
with respect to the securities into which such New Security is convertible on
terms no less favorable to such Stockholder than the terms provided under this
Agreement.



     4.2 Notices. All notices, requests, claims and demands and other
communications hereunder shall be in writing and shall be deemed duly delivered
(i) four Business Days after being sent by registered or certified mail, return
receipt requested, postage prepaid, or (ii) one Business Day after being sent
by facsimile transmission (provided the sender retains confirmation thereof) or
for next Business Day delivery, fees prepaid, via a reputable nationwide
overnight courier service, in each case to the intended recipient as set forth
below:



	 	 	 
	If to the Issuer, to:	 	
AOL Time Warner Inc.

75 Rockefeller Center Plaza

New York, New YorkNY 10019

Attention: Executive Vice President

and General Counsel

Fax: (212) 258-3172
	 
	 	 	
With a copy to:
	 
	 	 	
Paul, Weiss, Rifkind, Wharton & Garrison









 


23


	 	 	 
	 	 	
1285 Avenue of the Americas

New York, NY 10019

Attention: Robert B. Schumer

Fax: (212) 757-3990
	 
	If to MediaOne
prior to the closing of
the AT&T-Comcast
MergerTrust
II, to:	 	
AT&T Corp.

295 North Maple Avenue

Basking Ridge, New Jersey 07920

Attention: Corporate Secretary

Fax:TWE Holdings II Trust

c/o Edith E. Holiday

801 West Street

2nd Floor

Wilmington, DE  (908)953-836019801

Fax: (302) 428-1410

	 
	 	 	
With a copy to:
	 
	 	 	
Wachtell, Lipton, Rosen & Katz

51 West 52ndSullivan & Cromwell LLP

125 Broad Street

New York, New YorkNY 10019

Attention: Trevor Norwitz10004

Fax: (212) 450558-48003588

Attn: James C. Morphy, Esq
	 
	 	 	
With a copy to:Potter Anderson & 
Corroon
LLP

Hercules Plaza, 1313 N. Market Street

P.O. Box 951

Wilmington, Delaware 19899-0951

	 
	 	 	
Attn: Leonard S. Togman, Esq.

Fax: (302) 658-1192
	 
	 	 	
Comcast Corporation

1500 Market Street

Philadelphia, Pennsylvania 19102

Attention: General Counsel

Fax: (215) 981-7794

	 
	 	 	
Comcast Corporation

1500 Market Street

Philadelphia, PA 19102

Attention: General Counsel

Fax: (215) 981-7794








 


24


	 	 	 
	 	 	
With a copy to: Davis Polk & Wardwell

450 Lexington Avenue

New York, New YorkNY 10017

Attention: Dennis S. Hersch

William L. Taylor

Fax: (212) 450-4800
	 
	if to
MediaOne
following the closing of
the AT&T-Comcast Merger,
to:	 	
Comcast Corporation

1500 Market Street

Philadelphia, Pennsylvania 19102

Attention: General Counsel

Fax: (215) 981-7794

	 
	 	 	
With a copy to:
	 
	 	 	
Davis Polk & Wardwell

405 Lexington Avenue

New York, New York 10017

Attention: Dennis S. Hersch

William L. Taylor

Fax: (212) 450-4800



Any party to this Agreement may give any notice or other communication
hereunder using any other means (including personal delivery, messenger
service, telecopy or ordinary mail), but no such notice or other communication
shall be deemed to have been duly given unless and until it actually is
received by the office of the party for whom it is intended during business
hours on a Business Day in the place of receipt. Any party to this Agreement
may change the address to which notices and other communications hereunder are
to be delivered by giving the other parties to this Agreement notice in the
manner herein set forth.


     4.3 Entire Agreement; No Inconsistent Agreement.


          (a) This Agreement constitutes the entire agreement among the parties
hereto and supersedes any prior understandings, agreements or representations
by or among the parties hereto, or any of them, written or oral, with respect
to the subject matter hereof.



          (b) The Issuer shall not hereafter enter into or amend any agreement with
respect to its securities which would adversely affect the rights granted to
the holders of Registrable Securities in this Agreement in any material
respect.



     4.4 Further Assurances. Each of the parties shall execute such documents
and perform such further acts as may be reasonably required or desirable to
carry out or perform the provisions of this Agreement.







 


25

     4.5 Other Agreements. Nothing contained in this Agreement shall be deemed
to be a waiver of, or release from, any obligations any party hereto may have
under any of the other Transaction Agreements.


     4.6 No Third-Party Beneficiaries. Except as provided in Section 3.3, this
Agreement is not intended, and shall not be deemed, to confer any rights or
remedies upon any Person other than the parties hereto and their respective
successors and permitted assigns or to otherwise create any third-party
beneficiary hereto.


     4.7 Assignment. This Agreement shall be binding upon and inure to the
benefit of and shall be enforceable by the parties hereto and their respective
successors and assigns and, with respect to each Stockholder, any Permitted
Transferee. No assignment or transfer shall be effective hereunder unless and
until the purported transferee executes and delivers an agreement, in form and
substance reasonably acceptable to the parties, agreeing to be bound by the
terms hereof.


     4.8 Amendments and Waivers. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless consented to in writing by the Issuer and the Requisite Holders.


     4.9 Nominees for Beneficial Owners. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Issuer, be treated as the holder of such Registrable Securities for purposes of
any request, consent, waiver or other action by any holder or holders of
Registrable Securities pursuant to this Agreement or any determination of any
number or percentage of shares of Registrable Securities held by any holder or
holders of Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects, the Issuer may
require assurances reasonably satisfactory to it of such owner’s beneficial
ownership of such Registrable Securities.


     4.10 Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If the final judgment of a court of
competent jurisdiction declares that any term or provision hereof is invalid or
unenforceable, the parties hereto agree that the court making such
determination shall have the power to limit the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified. In the
event such court does not exercise the power granted to it in the prior
sentence, the parties hereto agree to replace such invalid or unenforceable
term or provision with a valid and enforceable term or provision that shall
achieve, to the extent possible, the economic, business and other purposes of
such invalid or unenforceable term.







 


26

     4.11 Counterparts and Signature. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties hereto and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart. This Agreement may be executed and delivered by
facsimile transmission.


     4.12 Interpretation. When reference is made in this Agreement to an
Article or Section, such reference shall be to an Article or Section of this
Agreement, unless otherwise indicated. The headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement. The language used in this
Agreement shall be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction shall be
applied against any party. Whenever the context may require, any pronouns used
in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural,
and vice versa. Any reference to any federal, state, local or foreign statute
or law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. Whenever the words
“include”, “includes” or “including” are used in this Agreement, they shall be
deemed to be followed by the words “without limitation.”


     4.13 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York without giving
effect to any choice or conflict of laws provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application
of laws of any jurisdictions other than those of the State of New York.


     4.14 Submission to Jurisdiction. Any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall
be brought exclusively in any federal or state court located in the State and
City of New York, and each of the parties hereby consents to the jurisdiction
of such courts (and of the appropriate appellate courts therefrom) in any such
suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding in any such court or that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum. Process in any such suit, action or proceeding may
be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court. Without limiting the foregoing, each party
agrees that service of process on such party as provided in Section 4.2 as to
giving notice hereunder shall be deemed effective service of process on such
party.


     4.15 Remedies. Except as otherwise provided herein, any and all remedies
herein expressly conferred upon a party shall be deemed cumulative with and not
exclusive of any other remedy conferred hereby, or by law or equity upon such
party,







 


27


 and the exercise by a party of any one remedy shall not preclude the
exercise of any other remedy. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, this being in addition to any other
remedy to which the parties are entitled at law or in equity.


     4.16 WAIVER OF JURY TRIAL. EACH OF THE ISSUER AND THE STOCKHOLDERS HEREBY
IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
ACTIONS OF THE ISSUER AND THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.







 


28

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized as of the date
first written above.



	 	 	 	 
	 	AOL TIME WARNER INC
	 	 	 	 
	 	By:	 	

Name: Spencer B. Hays

Title: Senior Vice President
	 	 	 	 
	 	 	 	 
	 	[MEDIAONE OF COLORADO, INC.]
	 	 	 	 
	 	By:	 	

Name:
Title:
	 	 	 	 
	 	 	 	 
	 	TWE HOLDINGS II
TRUST
	 	 	 	 
	 	By:	 	

Name: Edith E. Holiday, solely in
her capacity as

Operating Trustee











 


 

Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	ARTICLE I	 	DEFINITIONS
	 	 	1	 
	 	1.1	 	 	Certain Definitions
	 	 	1	 
	 	1.2	 	 	Capitalized Terms
	 	 	5	 
	 	1.3	 	 	Successor Laws, Rules, Regulations and Forms
	 	 	5	 
	 	1.4	 	 	Other Definitions
	 	 	5	 
	ARTICLE II	 	REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS
	 	 	56	 
	 	2.1	 	 	Representations and Warranties of MediaOne     5TrustII
	 	 	6	 
	 	2.2	 	 	Certain Acknowledgments of each Stockholder
	 	 	67	 
	 	2.3	 	 	Representations and Warranties of the Issuer
	 	 	7	 
	ARTICLE III	 	REGISTRATION RIGHTS
	 	 	89	 
	 	3.1	 	 	Shelf Registration
	 	 	89	 
	 	3.2	 	 	Registration Procedures
	 	 	10	 
	 	3.3	 	 	Indemnification
	 	 	1415	 
	 	3.4	 	 	Transfer of Registration Rights
	 	 	1718	 
	 	3.5	 	 	Suspension of Sales
	 	 	1718	 
	 	3.6	 	 	Registration in Connection with Hedging Transactions
	 	 	1920	 
	 	3.7	 	 	Underwriting
	 	 	2021	 
	ARTICLE IV	 	MISCELLANEOUS
	 	 	21	 
	 	4.1	 	 	Recapitalization, Exchanges, etc
	 	 	21	 
	 	4.2	 	 	Notices
	 	 	2122	 
	 	4.3	 	 	Entire Agreement; No Inconsistent Agreement
	 	 	23	 
	 	4.4	 	 	Further Assurances
	 	 	2324	 
	 	4.5	 	 	Other Agreements
	 	 	2324	 
	 	4.6	 	 	No Third-Party Beneficiaries
	 	 	2324	 
	 	4.7	 	 	Assignment
	 	 	2324	 
	 	4.8	 	 	Amendments and Waivers
	 	 	2324	 
	 	4.9	 	 	Nominees for Beneficial Owners
	 	 	2324	 
	 	4.10	 	 	Severability
	 	 	24	 
	 	4.11	 	 	Counterparts and Signature
	 	 	2425	 
	 	4.12	 	 	Interpretation
	 	 	2425	 
	 	4.13	 	 	Governing Law
	 	 	2425	 
	 	4.14	 	 	Submission to Jurisdiction
	 	 	25	 
	 	4.15	 	 	Remedies
	 	 	2526	 
	 	4.16	 	 	WAIVER OF JURY TRIAL
	 	 	2526	 








 


 

Annex A


Plan of Distribution



     A selling stockholder may also enter into hedging and/or monetization
transactions. For example, a selling stockholder may:


(a)  enter into transactions with a broker-dealer or affiliate of a
broker-dealer or other third party in connection with which that other party
will become a selling stockholder and engage in short sales of the common stock
under this prospectus, in which case the other party may use shares of common
stock received from the selling stockholder to close out any short positions;


(b)  itself sell short common stock under this prospectus and use shares of
common stock held by it to close out any short position;


(c)  enter into options, forwards or other transactions that require the selling
stockholder to deliver, in a transaction exempt from registration under the
Securities Act, common stock to a broker-dealer or an affiliate of a
broker-dealer or other third party who may then become a selling stockholder
and publicly resell or otherwise transfer that common stock under this
prospectus; or


(d)  loan or pledge common stock to a broker-dealer or affiliate of a
broker-dealer or other third party who may then become a selling stockholder
and sell the loaned shares or, in an event of default in the case of a pledge,
become a selling stockholder and sell the pledged shares, under this
prospectus.