Exhibit 10.4
TV FILME, INC.
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement (the "Agreement") dated as of July 26,
1996, among Warburg, Xxxxxx Investors, L.P. ("Warburg"), Tevecap S.A.
("Tevecap"), Xxxxx Xxxx Studart Lins de Albuquerque ("Xxxxx Xxxx Xxxx"),
Xxxxxxx Xxxxxxx Xxxx de Albuquerque ("Xxxxxxx Xxxx"), Xxxxxx Xxxxx Xxxxxxx
Xxxx de Albuquerque ("Xxxxxx Xxxxx Xxxx"), Xxxxx Xxxxxxxx Xxxxxxx Xxxx de
Albuquerque ("Xxxxx Xxxxxxxx Xxxx," and with Xxxxx Xxxx Xxxx, Xxxxxxx Xxxx
and Xxxxxx Xxxxx Xxxx, the "Xxxx Family"), Xxxxxx Xxxxx Xxxxxxx and Xxxxxx
Xxxxxxx (each hereinafter referred to individually as a "Stockholder" and
collectively as the "Stockholders"), and TV Filme, Inc., a Delaware
corporation (the "Company").
R E C I T A L S
Concurrently herewith, the Company is contemplating a Initial Public
Offering (as such term, and other capitalized terms used and not otherwise
defined herein are defined in Section 3 hereof).
Accordingly, in consideration of the mutual covenants and agreements
contained in this Agreement, the parties agree as follows:
1. REGISTRATION RIGHTS.
(a) Requested Registration.
(i) If the Company shall at any time receive from Warburg,
Tevecap and/or the Lins Family (the "Requesting Stockholder(s)") a written
request that the Company effect a registration with respect to all or a part of
the Registrable Shares owned by such Requesting Stockholder(s), and such
Requesting Stockholder(s) owns any amount of shares of Common Stock of the
Company at such time, the Company shall:
(A) within 5 days of receipt of the written request from such
Requesting Stockholder(s), give written notice of the proposed registration to
all other holders of Registrable Shares (the "Holders"); and
(B) as soon as practicable, use its diligent best efforts to
effect such registration (including, without limitation, the execution of a
undertaking to file post-effective amendments, appropriate qualification under
applicable blue sky or other state securities laws and appropriate compliance
with applicable regulations issued under the Act) as may be so requested and as
would permit or facilitate the sale and distribution of all or such portion of
such Registrable Shares as are specified in such request, together with all or
such portion of the Registrable Shares of any Holder or Holders joining in such
request as are specified in a written request received by the Company within 10
business days after written notice from the Company is given pursuant to Section
1(a)(i)(A) above; provided that the Company shall not be obligated to effect, or
take any action to effect, any such registration pursuant to this Section 1(a)
other
than the following registrations (each, a "Required Registration"): (i) two (2)
such registrations requested by Warburg; (ii) two (2) such registrations
requested by Tevecap; and (iii) two (2) such registrations requested by the Lins
Family.
The registration statement filed pursuant to the request of the Requesting
Stockholder(s) may, subject to the provisions of Section 1(a)(ii) below, include
other securities of the Company which are held by officers or directors of the
Company, or which are held by Persons who, by virtue of agreements with the
Company, are entitled to include their securities in any such registration (the
"Other Stockholders"), but the Company shall have no absolute right to include
any of its securities in any such registration.
(ii) If the Requesting Stockholder(s) intend to distribute the
Registrable Shares covered by their request by means of an underwriting, such
Requesting Stockholder(s) shall so advise the Company as a part of their request
made pursuant to Section 1(a).
If officers or directors of the Company holding Common Stock of the
Company shall request inclusion in any registration pursuant to Section 1(a), or
if the Other Stockholders request such inclusion, the Requesting Stockholder(s)
shall offer to include the securities of such officers, directors and Other
Stockholders in the underwriting and may condition such offer on their
acceptance of the further applicable provisions of this Section l. The Holders
whose shares are to be included in such registration and the Company shall
(together with all officers, directors and Other Stockholders proposing to
distribute their securities through such underwriting) enter into an
underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by the Requesting
Stockholder(s) owning a majority of the Registrable Shares to be included in
such Registration Statement and reasonably acceptable to the Company.
Notwithstanding any other provision of this Section 1(a), if the representative
of the underwriter or underwriters advises the Requesting Stockholder(s) in
writing that marketing factors require a limitation on the number of shares to
be underwritten, the securities of the Company held by officers or directors of
the Company and the securities held by Other Stockholders shall be excluded from
such registration to the extent so required by such limitation. If, after the
exclusion of such shares further reductions are still required, the number of
shares included in the registration by each Holder (subject to the second
succeeding sentence) shall be reduced on a pro rata basis (based on the number
of shares requested by such Holder to be included in such registration), by such
minimum number of shares as is necessary to comply with such request. If, after
the exclusion of such shares further reductions are still required, the number
of shares included in the registration by each Requesting Stockholder shall be
reduced on a pro rata basis (based on the number of shares requested by such
Requesting Stockholder(s) to be included in such registration), by such minimum
number of shares as is necessary to comply with such request (the "Requesting
Stockholder Reduction"). To the extent Warburg, Tevecap or the Lins Family are
not the Requesting Stockholder, they may elect to be treated as such upon
written notice to the Company for purposes of the preceding sentence by electing
to treat the registration hereunder as a Required Registration (subject to the
limitations in Section l(a)(i)(B)). No Registrable Shares or any other
securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration. If any officer,
director or Other Stockholder who has requested inclusion in such registration
as provided above disapproves of the terms of the underwriting, such person may
elect to withdraw therefrom by written notice to the
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Company, the underwriter and the Requesting Stockholder(s). The securities so
withdrawn shall also be withdrawn from registration. If the underwriter has not
limited the number of Registrable Shares or other securities to be underwritten,
the Company may include its securities for its own account in such registration
if the representative so agrees and if the number of Registrable Shares and
other securities which would otherwise have been included in such registration
and underwriting will not thereby be limited.
(iii) Notwithstanding the foregoing, if the Company shall
furnish to the Requesting Stockholder(s) a certificate signed by the President
or Chief Executive Officer of the Company stating that in the good faith
judgment of the Board of Directors of the Company it would be seriously
detrimental to the Company and its stockholders for such registration statement
to be filed and it is therefore essential to defer the filing of such
registration statement, then the Company shall have the right to defer such
filing for a period of not more than 120 days after receipt of the request of
the Requesting Stockholder(s), provided, however, that the Company may not
utilize this right more than once in any 12 month period.
(b) Piggyback Registration.
(i) Whenever the Company proposes to file a Registration
Statement and at any time thereafter and from time to time, it will, prior to
such filing, give written notice to each Stockholder of its intention to do so
and, upon the written request of any Stockholder given within five days after
the Company provides such notice (which request shall state the intended method
of disposition of the Registrable Shares), the Company shall use its diligent
best efforts to cause all Registrable Shares which the Company has been
requested by each Stockholder to register to be registered under the Act to the
extent necessary to permit their sale or other disposition in accordance with
the intended methods of distribution specified in the request of each
Stockholder; provided that the Company shall have the right to postpone or
withdraw any registration effected pursuant to this Section l (b) without
obligation to any Stockholder.
(ii) In connection with any offering under this Section 1(b)
involving an underwriting, the Company shall not be required to include any
Registrable Shares in such underwriting unless the Stockholder accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it, and then only in such quantity as will not, in the sole
discretion of the underwriters, jeopardize the success of the offering by the
Company. If in the sole discretion of the representative of the underwriter or
underwriters the registration of all, or part of, the Registrable Shares which
the Stockholder has requested to be included would adversely affect such public
offering, then the Company shall be required to include in the underwriting only
that number of Registrable Shares, if any, which the representative believes may
be sold without causing such adverse effect. If the number of Registrable Shares
to be included in the underwriting in accordance with the foregoing is less than
the total number of shares which the Stockholder has requested to be included,
then, except as described below, the Stockholder shall participate in the
underwriting pro rata based on the number of shares requested by such
Stockholder to be included in such registration (or in any other proportion as
agreed upon by all holders of the Common Stock entitled to registration) and if
a Stockholder would thus be entitled to include more shares than the Stockholder
requested to be registered, the excess shall be allocated among other requesting
holders pro rata based
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upon their total ownership of Registrable Shares.
(c) Registration Procedures. If and when the Company is required by
the provisions of this Agreement to seek to effect the registration of any of
the Registrable Shares under the Act, the Company shall:
(i) file with the Commission a Registration Statement with
respect to such Registrable Shares and use its diligent best efforts to cause
that Registration Statement to become and remain effective;
(ii) prepare and file with the Commission any amendments and
supplements to the Registration Statement and the prospectus included in the
Registration Statement as may be necessary to keep the Registration Statement
effective for a period of up to 120 days from the effective date;
(iii) furnish to the Stockholder such reasonable number of
copies of the prospectus, including a preliminary prospectus, in conformity with
the requirements of the Act, and such other documents as the Stockholder may
reasonably request in order to facilitate the public sale or disposition of the
Registrable Shares owned by the Stockholder; and
(iv) use its diligent best efforts to register or quality the
Registrable Shares covered by the Registration Statement under the securities or
Blue Sky laws of such states as the Stockholders shall reasonably request, and
do any and all other acts and things that may be necessary or desirable to
enable the Stockholders to consummate the public sale or other disposition in
such jurisdictions of the Registrable Shares owned by the Stockholders;
provided, however, that the Company shall not be required in connection with
this Section 1(c) to qualify as a foreign corporation or execute a general
consent to service of process in any jurisdiction nor register or qualify the
securities in any state which as a condition to such registration or
qualification would impose restrictions or other conditions on the Company or
any of its officers, directors or shareholders (including with respect to any
shares held by such persons or entities) unless such restrictions or other
conditions are approved by the party adversely affected.
If the Company has delivered preliminary or final prospectuses to the
Stockholder and after having done so the prospectus is amended to comply with
the requirements of the Act, the Company shall promptly notify the Stockholder
and, if requested, the Stockholder shall immediately cease making offers of
Registrable Shares and return all prospectuses to the Company. The Company shall
promptly provide the Stockholder with revised prospectuses to permit the
Stockholder to resume making offers of the Registrable Shares.
(d) Allocation of Expenses. The Company will pay all Registration
Expenses of all registrations under this Agreement. For purposes of this Section
l, the term "Registration Expenses" shall mean all expenses incurred by the
Company in complying with this Section l, including, without limitation, all
registration and filing fees, exchange listing fees, printing expenses, fees and
disbursements of counsel for the Company, state Blue Sky fees and expenses, and
the expense of any special audits incident to or required by any such
registration, but excluding underwriting discounts and selling commissions
attributable to the Registrable Shares and the fees and expenses of the
Stockholder's own counsel and accountants, which shall be
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borne by the Stockholder.
(e) Indemnification. In the event of any registration of any of the
Registrable Shares under the Act, pursuant to this Agreement, the Company will
indemnify and hold harmless the Stockholder and each person, if any, who
controls the Stockholder against any losses, claims, damages or liabilities,
joint or several, to which the Stockholder may become subject under the Act, the
Exchange Act, state securities laws or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement of any material fact contained in any
Registration Statement under which such Registrable Shares were registered under
the Act, any preliminary prospectus or final prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration
Statement, or arise out of or are based upon the omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; and the Company will reimburse the Stockholder for any legal or
any other expenses reasonably incurred by the Stockholder in connection with
investigating and defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises out of or
is based upon any untrue statement or omission made in such Registration
Statement, preliminary prospectus or prospectus, or any such amendment or
supplement, in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Stockholder specifically for use
in the preparation thereof, or as a result of the failure of the Stockholder, or
any agent of the Stockholder, to deliver any amendments and supplements to any
Registration Statement and the prospectus included in any such Registration
Statement.
In the event of any registration of any of the Registrable Shares under
the Act pursuant to this Agreement, the Stockholder whose Registrable Shares
were registered therein will indemnify and hold harmless the Company, each of
its directors and officers and each person, if any, who controls the Company
within the meaning of the Act or the Exchange Act, against any losses, claims,
damages or liabilities, joint or several, to which the Company, such directors
and officers, or controlling person may become subject under the Act, the
Exchange Act, state securities laws or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement of a material fact contained in any
Registration Statement under which such Registrable Shares were registered under
the Act, any preliminary prospectus or final prospectus contained in the
Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading, if the statement or omission was made in reliance upon and in
conformity with written information furnished to the Company by the Stockholder,
or any agent thereof, specifically for use in connection with the preparation of
such Registration Statement, prospectus, amendment or supplement, and the
Stockholder will reimburse the Company, each of its directors and officers, and
each controlling person, severally and not jointly, for any legal or other
expenses reasonably incurred by the Company, each director and officer, and each
controlling person in connection with investigating and defending any such loss,
claim, damage, liability or action.
Each party entitled to indemnification under this Section 1(e) (the
"Indemnified Party") shall give notice to the Party required to provide
indemnification (the "Indemnifying Party")
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promptly after such Indemnified Party has actual knowledge of any claim as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom; provided,
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or litigation, shall be approved by the Indemnified Party (whose approval
shall not be unreasonably withheld or delayed); and, provided, further, that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Section l, except
when material prejudice to the Indemnifying Party shall have resulted from the
failure to give such notice. The Indemnified Party may participate in such
defense at such party's expense. No Indemnifying Party, in the defense of any
such claim or litigation shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof, the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation.
(f) Contribution. In order to provide for just and equitable
contribution in circumstances under which the indemnity contemplated by Section
1(e) of this Agreement is for any reason not available, the parties required to
indemnify by the terms thereof shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement incurred by the Company, any seller of Registrable
Securities and one or more of the underwriters, except to the extent that
contribution is not permitted under Section 11(f) of the Act. In determining
the amounts which the respective parties shall contribute, there shall be
considered the relative benefits received by each party from the offering of the
Registrable Securities (taking into account the portion of the proceeds of the
offering realized by each), the parties' relative knowledge and access to
information concerning the matter with respect to which the claim was asserted,
the opportunity to correct and prevent any statement or omission and any other
equitable considerations appropriate under the circumstances. The Company and
each Person selling Registrable Securities agree with each other that no seller
of Registrable Securities shall be required to contribute any amount in excess
of the amount such seller would have been required to pay to an indemnified
party if the indemnity under Section 1(e) of this Agreement were available. The
Company and each such seller agree with each other and the underwriters of the
Registrable Securities, if requested by such underwriters, that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation (even if the underwriters were treated as one entity for such
purpose) or for the underwriters' portion of such contribution to exceed the
percentage that the underwriting discount bears to the initial public offering
price of the Registrable Securities. For purposes of this Section (f), each
Person, if any, who controls an underwriter within the meaning of Section 15 of
the Act shall have the same rights to contribution as such underwriter, and each
director and each officer of the Company who signed the registration statement,
and each Person, if any, who controls the Company or a seller of Registrable
Securities within the meaning of Section 15 of the Act shall have the same
rights to contribution as the Company or a seller of Registrable Securities, as
the case may be. Notwithstanding the foregoing, the Company and each such seller
of Registrable Securities agree to modify this Agreement to conform to such
customary indemnity and contribution provisions as the underwriters of the
Registrable Securities may reasonably request
(g) Rule 144. The Company covenants that it will file the reports
required to be filed by it under the Act and the Exchange Act and the rules and
regulations adopted by
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the Commission thereunder, and it will take such further action as the
Stockholders may reasonably request, all to the extent required from time to
time to enable the Stockholders to sell shares of Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the Commission. Upon the request of any Stockholder, the Company shall provide a
written statement as to whether it has complied with such requirements.
(h) Information by Stockholder. The Stockholder shall promptly
furnish to the Company such information regarding the Stockholder and the
distribution proposed by the Stockholder as the Company may request in writing
and as shall be required in connection with any registration, qualification or
compliance referred to in this Section l.
(i) "Stand-Off" Agreement. The Stockholder, if requested by the
Company and/or an underwriter of Common Stock or other securities of the
Company, shall agree not to sell or otherwise transfer or dispose of any
Registrable Shares or other securities of the Company held by the Stockholder
for a specified period of time (not to exceed 90 days, unless requested by such
Underwriter, in which case such specified period of time shall not exceed 180
days), before or after the effective date of a Registration Statement; provided,
however, that the Stockholder shall not be required to refrain from selling a
larger percentage of the Registrable Shares than the similarly determined
percentage of any other person whose shares are included in the Registration
Statement; and provided further, that the foregoing shall not in any way be
construed to limit or otherwise negatively affect the piggyback registration
rights granted to any Stockholder pursuant to Section 1(b) of this Agreement or
the "tag-along" rights granted to the Lins Family pursuant to Section 3 of that
certain Stockholders Agreement, dated as of the date hereof, among Warburg,
Tevecap and the Lins Family. Such agreement shall be in writing in a form
satisfactory to the Company and such underwriter. The Company may impose stop
transfer instructions with respect to the Registrable Shares or other securities
subject to the foregoing restriction until the end of the stand-off period.
2. INFORMATION AS TO COMPANY AND RELATED COVENANTS.
(a) Inspection. From and after the date hereof, the Company will
permit each Stockholder, its nominee, assignee or its representative, so long as
such Stockholder continues to hold at least five percent (5%) of the outstanding
shares of Common Stock (for the purposes of this Section 2(a) the Lins Family
shall be considered to be one Stockholder), to visit and inspect any of the
properties of the Company, to examine all its books of account, records, reports
and other papers not contractually required of the Company to be confidential or
secret, to make copies and extracts therefrom, and to discuss its affairs,
finances and accounts with its officers, directors, key employees and
independent public accountants or any of them (and by this provision the Company
authorizes said accountants to discuss with said Stockholder, its nominee,
assign and representatives the finances and affairs of the Company and its
Subsidiaries), all at such reasonable times and as often as may be reasonably
requested, provided that the business of the Company is not unreasonably
interfered with.
(b) Confidentiality. The information and other material furnished
under or in connection with this Agreement (whether furnished before or after
the date hereof) constitutes
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or contains confidential business, financial or other information of the Company
or its Subsidiaries, and each Stockholder covenants for itself and its
directors, officers, partners and stockholders that it will use due care to
prevent its respective officers, directors, employees, counsel, accountants and
other authorized representatives from using or disclosing such information in
any manner materially detrimental to the Company; provided, however, that the
Stockholder may disclose or deliver any information or other material disclosed
to or received by the Stockholder should such disclosure or delivery be required
by law or legal process.
3. INTERPRETATION OF THIS AGREEMENT.
(a) Terms Defined. As used in this Agreement, the following terms
have the respective meaning set forth below:
"Act": means the Securities Act of 1933, as amended, or any similar
federal statute, and the rules and regulations of the Commission issued under
such Act, as they each may, from time to time, be in effect.
"Affiliate": means any person or entity, directly or indirectly,
controlling, controlled by or under common control with such person or entity.
"Commission": means the Securities and Exchange Commission or any
other federal agency at the time administering the Act.
"Common Stock": means the shares of common stock, par value $.01 per
share, of the Company.
"Exchange Act": means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission issued under the Exchange Act, as they each may, from time to time,
be in effect.
"Initial Public Offering": occurs the date on which the Company
completes an initial underwritten public offering of shares of its Common Stock
pursuant to an effective Registration Statement.
"Person": means an individual, partnership, joint-stock company,
corporation, trust or unincorporated organization, and a government or agency or
political subdivision thereof.
"Registration Expenses": means the expenses described in Section
l(d).
"Registrable Shares": means (A) shares of Common Stock issued to the
Stockholders, (B) any additional shares of Common Stock acquired by the
Stockholders, (C) any shares of Common Stock subject to vested options or
warrants held by the Stockholders, and (D) any capital stock of the Company
issued as a dividend or other distribution with respect to, or in exchange for
or in replacement of, the shares of Common Stock referred to in clauses (A), (B)
or (C) above (other than shares owned by Requesting Stockholder(s) that would be
exempt without restriction at such time from the registration requirements of
the Act, whether pursuant
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to the provisions of Rule 144(k) under the Act or otherwise).
"Registration Statement": means a registration statement filed by
the Company with the Commission under the Act for a public offering and sale of
securities of the Company (other than any registration statement on Form S-4 or
Form S- 8, or their successors, or any other form for a limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another company or entity).
"Subsidiary": means a corporation of which the Company owns,
directly or indirectly, more than fifty percent (50%) of the voting stock.
(b) Accounting Principles. Where the character or amount of any
asset or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, this shall be done in
accordance with U.S. generally accepted accounting principles at the time in
effect, to the extent applicable, except where such principles are inconsistent
with the requirements of this Agreement.
(c) Directly or Indirectly. Where any provision in this Agreement
refers to action to be taken by any Person, or which such Person is prohibited
from taking, such provision shall be applicable whether such action is taken
directly or indirectly by such Person.
(d) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to its
conflict of laws rules.
(e) Jurisdiction and Venue. Any suit, action or proceeding against
any party to this Agreement arising out of or relating to this Agreement or any
transaction contemplated hereby may only be brought in any Federal or State
court located in the State of Delaware, and each such party hereby submits to
the exclusive jurisdiction of such courts for the purpose of any such suit,
action or proceeding. To the extent that service of process by mail is permitted
by applicable law, each such party irrevocably consents to the service of
process in any such suit, action or proceeding in such courts by the mailing of
such process by registered or certified mail, postage prepaid, at its address
for notices provided for below. Each such party irrevocably agrees not to assert
any objection which it may ever have to the laying of venue of any such suit,
action or proceeding in any Federal or State court located in the State of
Delaware, and any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum. Each party to this
Agreement agrees not to bring any action, suit or proceeding against any other
party arising out of or relating to this Agreement or any transaction
contemplated hereby except in a Federal or State court in the State of Delaware.
(f) Section Headings. The headings of the sections and subsections
of this Agreement are inserted for convenience only and shall not be deemed to
constitute a part thereof.
4. MISCELLANEOUS.
(a) Effective Date. This Agreement shall be effective automatically
upon
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consummation of the Initial Public Offering.
(b) Notices.
(i) All communications under this Agreement shall be in
writing and shall be delivered by hand delivery or by facsimile transmission:
(A) if to any of the Stockholders, at the address of
such Stockholder as set forth opposite their signature hereto, or at such other
address as the Stockholder may have furnished the Company in writing; and
(B) if to the Company, at c/o ITSA-Intercontinental
Telecomunicacoes Ltda., SCS, Quadra 07-B1.A, Ed. Executive Tower-Sala 000,
00.000-000 Xxxxxxxx-XX, Xxxxxx, telecopy number 011-55-61-323-5660 marked for
the attention of the President of the Company, or at such other address as it
may have furnished in writing to each of the Stockholders.
(ii) Any notice so addressed shall be deemed to be given: if
delivered by hand, on the date of such delivery by independent courier; and if
by facsimile transmission, upon confirmation of receipt.
(c) Expenses and Taxes. The Company will pay, and save each
Stockholder harmless from any and all liabilities (including interest and
penalties) with respect to, or resulting from any delay or failure in paying,
stamp and other taxes (other than income taxes), if any, which may be payable or
determined to be payable on the execution and delivery of this Agreement.
(d) Reproduction of Documents. This Agreement and all documents
relating thereto, including, without limitation, (i) consents, waivers and
modifications which may hereafter be executed, (ii) documents received by each
Stockholder pursuant hereto and (iii) financial statements, certificates and
other information previously or hereafter furnished to each Stockholder, may be
reproduced by each Stockholder by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process and each Stockholder
may destroy any original document so reproduced. All parties hereto agree and
stipulate that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was made by each
Stockholder in the regular course of business) and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
(e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the heirs, legal representatives, successors and
assigns of each of the parties. Each Stockholder may assign all or any portion
of its rights herein to any purchaser or other acquiror of some or all of the
capital stock of the Company purchased by it; provided, however, that the
Company is furnished within a reasonable time of its request, such information
as it shall reasonably request relating to such assignees.
(f) Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
(g) Amendment and Waiver. This Agreement may be amended, and the
observance of any term of this Agreement may be waived, with (and only with) the
written consent of the Company and holders of a majority of the shares held by
the Stockholders; provided that any amendment which adversely affects the rights
of any Stockholder shall be binding on such Stockholder only if such Stockholder
consents in writing to such amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written.
TV FILME, INC.
By /s/ Hermano Studart Lins de Albuquerque
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Name: Hermano Studart Lins de Albuquerque
Title: Chief Executive Officer
Address for Warburg, Xxxxxx XXXXXXX, XXXXXX INVESTORS, L.P.
Investors, L.P.
000 Xxxxxxxxx Xxxxxx By: Warburg, Lincus & Co., Inc.
Xxx Xxxx, Xxx Xxxx 00000 its general partner
Telecopy No.: 000-000-0000
Attention: Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Managing Director
Address for Tevecap S.A.:
Televisao Abril TEVECAP X.X.
Xxx Xx Xxxxx 000
Xxx Xxxxx, XX 00000-000, Xxxxxx By: /s/ Xxxx Xxxxxxx Xxxxx Xxxxxxx
Attention: Lues Xxxxxx Xxxxxxx, --------------------------------------
General Counsel Name: Xxxx Xxxxxxx Xxxxx Xxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx D'xxxxxx
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Name: Xxxxxxx Xxxxx D'xxxxxx
Title: Director
Address for Xxxxx Xxxx Studart
Lins, Hermano Xxxx, Xxxxxx Xxxxx
Xxxx and Xxxxx Xxxxxxxx Xxxx: /s/ Xxxxx Xxxx Studart Lins de Albuquerque
c/o TV Filme, Inc. ------------------------------------------
SCS Quadra 07-B1.A Xxxxx Xxxx Studart Lins de Albuquerque
Ed. Executive Tower, Sala 000
00.000-000 Xxxxxxxx-XX, Xxxxxx /s/ Hermano Studart Lins de Albuquerque
Attention: Hermano Studart ------------------------------------------
Lins de Albuquerque Hermano Studart Lins de Albuquerque
/s/ Xxxxxx Xxxxx Xxxxxxx Xxxx de Albuquerque
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Xxxxxx Xxxxx Xxxxxxx Lins de Albuquerque
/s/ Xxxxx Xxxxxxxx Xxxxxxx Xxxx de Albuquerque
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Address for Xxxxxx Xxxxx Xxxxxxx: Xxxxx Xxxxxxxx Xxxxxxx Xxxx de Albuquerque
c/o IVP
Rua Bandeira Paulista, 600 /s/ Xxxxxx Xxxxx Xxxxxxx
Conj. 64 Sao Paulo SP 04532-001 ------------------------------------------
Brazil Xxxxxx Xxxxx Xxxxxxx
Address for Xxxxxx Xxxxxxx:
000 X. Xxxxxxx /s/ Xxxxxx Xxxxxxx
XxxXxxx, XX 00000 ------------------------------------------
Xxxxxx Xxxxxxx
