EXHIBIT 7(c)
LOCK-UP AGREEMENT
THIS LOCK-UP AGREEMENT, dated as of June 7, 2002 (this "Agreement"), is
made by and between NORTEL NETWORKS LLC, a Delaware limited liability company
("Nortel"), and LIBERTY ANTC, INC. (formerly known as TCI TSX, Inc.), a Colorado
corporation ("Liberty").
WHEREAS, pursuant to that certain Registration Rights Agreement dated as of
August 3, 2001 (the "Nortel Registration Rights Agreement"), between Nortel and
Arris Group, Inc., a Delaware corporation and successor in interest to ANTEC
Corporation (the "Company"), Nortel has requested that the Company register
21,000,000 shares (the "Registered Shares") of Common Stock of the Company owned
by Nortel pursuant to a Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on May 16, 2002 (the "Shelf Registration");
WHEREAS, Liberty and the Company have entered into that certain
Registration Rights Agreement dated as of October 29, 1996 (the "Liberty
Registration Rights Agreement" and together with the Nortel Registration Rights
Agreement, the "Registration Rights Agreements"); and
WHEREAS, pursuant to the terms and conditions set forth herein, each of
Nortel and Liberty has agreed to waive certain rights such party may have under
their respective Registration Rights Agreements and to restrict the transfer of
shares of Common Stock of the Company held by such party for a limited period of
time.
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements contained herein, the
parties hereto hereby agree as follows:
SECTION 1
NORTEL OBLIGATIONS
Section 1.1. Lock-Up Agreement. Subject to the satisfaction of the
conditions set forth in Section 3 hereof, Nortel hereby agrees that, during the
Restrictive Period (as defined below), except for sales of Registered Shares
pursuant to the Shelf Registration (including, without limitation, sales made in
connection with a firm commitment underwritten public offering of shares of
Common Stock of the Company pursuant to a prospectus supplement filed in
connection with the Shelf Registration (the "Underwritten Offering") (including
any over-allotment shares)), it shall not (i) exercise its rights to register,
including, without limitation, demand, piggy-back and incidental registration
rights, any of its Registrable Shares (as defined in the Nortel Registration
Rights Agreement) under the Nortel Registration Rights Agreement or (ii) sell,
transfer or otherwise dispose of any shares of Common Stock of the Company held
by Nortel pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended (the "1933 Act"). As used in this Agreement, the "Restrictive Period"
shall mean the period commencing on the day that the Underwritten Offering is
consummated through the earlier of:
(a) July 31, 2003; and
(b) thirty (30) days following the consummation of
both (i) the refinancing, redemption or maturity of at least 66% of the original
principal amount of those certain 4 1/2% convertible subordinated notes due 2003
issued by the Company (collectively, the "Notes") and (ii) the redemption by
Arris Interactive (as defined below) of at least 66% of the original principal
amount ($100,000,000) of Nortel's Class B Interest (the "Membership Interest")
in Arris Interactive L.L.C., a Delaware limited liability company ("Arris
Interactive"), plus the dividends accrued on such Membership Interest.
Section 1.2. Purchasers of Registered Shares Outside the Underwritten
Offering. Following the consummation of the Underwritten Offering, Nortel hereby
further agrees to cause any transferee of the Registered Shares not sold by
Nortel in the Underwritten Offering to be bound by the provisions of this
Agreement to the same extent as Nortel as if such person had been an original
signatory hereunder.
Section 1.3. Option Agreement. In the event the Underwritten Offering is
consummated by June 30, 2002, Nortel hereby agrees to enter into an option
agreement with Arris Interactive whereby Arris Interactive shall have the right
to redeem the Membership Interest from Nortel at specified discounts through
June 30, 2003.
SECTION 2
LIBERTY OBLIGATIONS
Section 2.1. Lock-Up Agreement. Subject to the satisfaction of the
conditions set forth in Section 3 hereof, Liberty hereby agrees that, during the
Restrictive Period, it shall not (i) exercise its rights to register, including,
without limitation, demand, piggy-back and incidental registration rights, any
of its Registrable Shares (as defined in the Liberty Registration Rights
Agreement) under the Liberty Registration Rights Agreement or (ii) sell,
transfer or otherwise dispose of any shares of Common Stock of the Company held
by Liberty pursuant to Rule 144 promulgated under the 1933 Act.
Section 2.2. Waiver of Registration Rights. Upon the execution of this
Agreement, Liberty shall immediately withdraw its request to register shares of
Common Stock of the Company owned by Liberty in connection with the Underwritten
Offering, not exercise any and all registration rights with respect thereto,
and, until the earliest of (i) June 30, 2002, (ii) the termination of the
Underwritten Offering or (iii) the consummation of the Underwritten Offering,
not exercise any further registration rights, including, without limitation,
demand, piggy-back and incidental registration rights, it may have with respect
to its Registrable Shares.
SECTION 3
CONDITIONS
The restrictions set forth in Sections 1.1 and 2.1 of this Agreement shall
not be effective unless and until the following conditions have been met: (i)
the Underwritten Offering shall have been consummated by June 30, 2002; (ii)
Nortel and the Company shall have agreed to amend
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that certain Amended and Restated Investor Rights Agreement dated as of April 9,
2001, as amended by the First Amendment to Amended and Restated Investor Rights
Agreement dated as of August 3, 2001, among Nortel, the Company and Nortel
Networks Inc.; and (iii) Nortel shall have entered into an option agreement with
Arris Interactive whereby Arris Interactive shall have the right to redeem the
Membership Interest from Nortel at specified discounts through June 30, 2003.
SECTION 4
MISCELLANEOUS
Section 4.1. Notices. All notices, requests and other communications
hereunder to a party shall be in writing and shall be deemed given if personally
delivered, telecopied (with confirmation) or three business days after being
mailed by registered or certified mail (return receipt requested) or one
business day after being delivered by overnight courier to such party at its
address set forth below or such other address as such party may specify by
notice to the parties hereto:
if to Investor:
Nortel Networks LLC
000 Xxxxxx Xxx
Xxxxxxxxx, XX 00000
Attn: Legal Department
Facsimile: (000) 000-0000
and with a copy to:
Nortel Networks Inc.
0000 Xxxxxxxx Xxxx.
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxx
Facsimile: (000) 000-0000
and
Nortel Networks Limited
0000 Xxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Attn: Xxxxx Xxxxxxx
Facsimile:
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if to Liberty:
Liberty ANTC, Inc.
c/o Liberty Media Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
Facsimile: (000) 000-0000
and with a copy to:
Xxxxx Xxxxx L.L.P.
00 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X'Xxxxxxxx
Facsimile: (000) 000-0000
Section 4.2. Entire Understanding; Amendment. This Agreement sets forth
the entire agreement between the parties hereto with respect to the matters
provided herein. Any provision of this Agreement may be amended or modified in
whole or in part at any time by an agreement in writing between the parties
hereto.
Section 4.3. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to constitute an original but all of
which when taken together shall constitute one and the same instrument.
Section 4.4. Governing Law. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of Delaware, without
regard to the conflict of law principles thereof.
Section 4.5. Specific Performance. Each party hereto acknowledges that, in
view of the uniqueness of the transactions contemplated by this Agreement, the
other party would not have an adequate remedy at law for money damages in the
event that this Agreement has not been performed in accordance with its terms.
Accordingly, each party hereby agrees that the other party shall be entitled to
specific enforcement of the terms hereof in addition to any other remedy to
which it may be entitled, at law or in equity.
Section 4.6. Severability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as it is enforceable.
Section 4.7. No Third Party Beneficiaries. This Agreement shall not confer
any rights or remedies upon any person other than the parties to this Agreement
and their respective successors and permitted assigns.
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IN WITNESS WHEREOF, this Agreement has been executed on behalf of the
parties hereto by their respective duly authorized officers, all as of the date
first above written.
NORTEL NETWORKS LLC
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
LIBERTY ANTC, INC.
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
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