EXHIBIT 4.6
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
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THIS REGISTRATION RiGHTS AGREEMENT (this "Agreement"), dated as of August
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15, 1997, is made by and between OpTel, Inc., a Delaware corporation (the
"Corporation" and Capital Communications CDPQ Inc., a Quebec company ("CDPO"),
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WITNESSETH:
WHEREAS, as of June 27, 1997, Vanguard Communications, L.P., a California
limited partnership ("Vanguard"), and CDPQ entered into a Stock Purchase
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Agreement (the "Stock Purchase Agreement"), pursuant to which CDPQ is today
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purchasing all of Vanguard's equity interests in the Corporation (to "Vanguard
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Shares");
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WHEREAS, upon consummation of the transactions contemplated by the Stock
Purchase Agreement the Corporation will be relieved of certain existing
obligations to register the Vanguard Shares under the Securities Act, including
the potentially onerous obligation to effect registration of a public offering
of the Vanguard Shares at Vanguards request at an early date, which could be
expected to occur prior to an initial public offering of Common Stock by the
Corporation for its own account and would be contrary to the Corporation's
equity financing plans and strategies (such existing obligations to register the
Vanguard Shares, the "Vanguard Priority Obligations");
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WHEREAS, it is a condition precedent to CDPQ's consummation of the
transactions contemplated by the Stock Purchase Agreement that the parties
hereto enter into this Agreement and a Stockholders Agreement of even date
herewith (the "Stockholders Agreement") to which VPC Corporation, a Delaware
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corporation and the controlling stockholder of the Corporation ("VPC"), is also
a party;
WHEREAS, the Corporation and CDPQ desire to enter into this Agreement for
the purposes, among others, of facilitating the consummation of the
transactions contemplated by the Stock Purchase Agreement, thereby terminating
the Vanguard Priority Obligations, and providing to CDPQ various registration
rights in place of all registration rights formerly held by Vanguard; and
WHEREAS, the Corporation has previously granted registration rights with
respect to shares of its Common Stock under that certain Common Stock
Registration Rights Agreement (the "February 1997 Registration Rights
Agreement") dated as of February 14, 1997 to which the Corporation, VPC, Le
Groups Videotron Ltee Salomon Brothers Inc, Merrill, Lynch, Xxxxxx Xxxxxx &
Xxxxx, Incorporated, and U.S. Trust Company of Texas, N.A. are parties and that
certain Warrant Agreement dated as of September 1,1996 between the Corporation
and Xxxxx X Xxxxxx, and the registration rights afforded to CDPQ hereunder are
intended to be, and shall be, in all respects subject to the registration rights
afforded to the Corporation's securityholders under those agreements;
NOW, THEREFORE, in consideration of the, foregoing recitals, The mutual
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Demand Registrations.
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(a) Requests for Registration. Subject to the provisions of the
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following subparagraphs of this Paragraph 1 at any time more than nine months
after the IPO Date, CDPQ may request that the Corporation effect the
registration under the Securities Act of an underwritten public offering of all
or part of the Registrable Securities then owned by CDPQ or its Affiliates, Each
such request for registration pursuant to this subparagraph 1(a) (a "Demand
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Registration") shall be effected by written notice (a "Demand Notice") delivered
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to the Corporation and, if one or more direct or indirect subsidiaries of Le
Groupe Videotron Ltee, a Quebec corporation, then hold securities of the
Corporation representing a Voting Ratio (as defined in the Stockholders
Agreement) of at least 50%, to VPC. Each such Demand Notice shall specify the
number of Registrable Securities requested to be registered pursuant thereto.
(b) Number of Demand Registrations. The Corporation will be required
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to use its best efforts to effect not more than two Demand Registrations
pursuant to Demand Notices by CDPQ. The Corporation will promptly pay all
Registration Expenses for the first Demand Registration that becomes effective
and for any other Demand Registration that is requested and does not become
effective, unless such other Demand Registration does not become effective
because it is withdrawn or terminated at the request of CDPQ. For all purposes
of this Paragraph 1, the determination whether any registration is "effective"
shall be made in accordance with subparagraph 1(g). CDPQ will promptly pay all
Registration Expenses for the second Demand Registration and any requested
Demand Registration that does not become effective because the offering of
Registrable Securities pursuant thereto is terminated at the request of CDPQ
(including a termination as a result of the decision by CDPQ to withdraw or
terminate the offering due to market conditions, pricing terms or other
circumstances which in CDPQ's discretion make it inadvisable to proceed with the
offering).
(c) Registration Statement Form. Any requested first Demand
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Registration shall be on such registration form of the Commission as shall be
selected by the Corporation (except a form exclusively for the sale or
distribution of securities by the Corporation or to employees of the Corporation
and its subsidiaries or for use exclusively with respect to a business
combination). Any requested second Demand Registration shall be on such
registration form of the Commission as shall be selected by CDPQ (except a form
exclusively for the sale or distribution of securities by the Corporation or to
employees of the Corporation and its subsidiaries or for use exclusively with
respect to a business combination).
(d) Priority on Demand Registrations. If the managing underwriters
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advise the Corporation in writing that in their opinion the number of
Registrable Securities and other securities requested to be included in the
offering to be conducted pursuant to a Demand Registration exceeds the number of
Registrable Securities and other securities, if any, which can be sold therein
without adversely affecting the marketability of the offering, then the
Corporation will include in such registration prior to the inclusion of any
securities which are not Registrable Securities the number
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of Registrable Securities requested to be included which in the opinion of.such
underwriters can be sold without adversely affecting the marketability of the
offering.
(e) Selection of Underwriters. The Corporation will have the right to
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select a nationally recognized firm of investment bankers to act as the managing
underwriter(s) to administer any offering pursuant to a Demand Registration.
(f) VPC Purchase Option.
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(i) If CDPQ delivers a Demand Notice to VPC pursuant to
subparagraph 1 (a), then at VPC's option, exercisable by written notice to
CDPQ within 10 days after VPC's receipt of such Demand Notice, VPC or its
designee may purchase all of CDPQ's and its Affiliates' Registrable
Securities then proposed to be offered, at a price equal to the average of
the last sale prices of securities of the same class as the Registrable
Securities proposed to be offered on each of the five trading days
following VPC's receipt of such Demand Notice.
(ii) The closing of a purchase and sale of Registrable Securities
pursuant to this subparagraph 1(f) shall be held at the principal office of
the Corporation at a date and time specified in the notice of exercise of
such right given by VPC to CDPQ, but in any event not more than seven (7)
days after the date on which such notice of exercise is given. At such
closing, (i) VPC shall deliver to CDPQ, as payment for the Registrable
Securities to be purchased, the purchase price for such Registrable
Securities by wire transfer of immediately available funds to an account
designated by CDPQ, and (ii) CDPQ shall deliver to the purchaser the
certificates representing the Registrable Securities to be sold together
with such instruments as the purchaser shall reasonably request to effect
the transfer of such Registrable Securities to the purchaser of record,
free and clear of all liens and encumbrances. Such purchase shall be deemed
to constitute an effective Demand Registration.
(g) Effective Registration. For purposes of this Agreement, a
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Demand Registration shall not be deemed to have been effective (i) unless a
registration statement with respect thereto has become effective under the
Securities Act covering the lesser of 75% of the Registrable Securities
requested to be included therein or 10% of the Registrable Securities then
outstanding, or (ii) if after it has become effective, such registration
statement either (A) does not continue in effect during the Effectiveness Period
or (B) is interfered with by stop order, injunction or other order or
requirement of the Commission or other governmental agency or court for any
reason not the fault of CDPQ, is not reinstated for the balance of the
Effectiveness Period and at least 75% of the Registrable Securities covered
thereby have not been sold, or (iii) if the conditions to closing specified in
the underwriting agreement entered into in connection with such registration are
not satisfied by the parties thereto other than CDPQ.
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2. Piggyback Registrations.
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(a) Right to Piggyback. Whenever the Corporation proposes to
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register under the Securities Act any offering of its equity securities for
cash (other than pursuant to a Demand Registration, a registration for purposes
of an offering to be made principally or exclusively to holders of the Company's
securities, or a registration on Form S-4 or S-8 or any successor or similar
forms), whether or not for sale for its own account, and the registration form
to be used may be used for the registration of an offering of Registrable
Securities, the Corporation will at such time, unless three registrations of
Registrable Securities have become effective pursuant to this Paragraph 2 (as
determined in accordance with subparagraph 2(f)), give prompt written notice (a
"Registration Notice") to CDPQ of the Corporation's intention to effect such a
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registration (a "Piggyback Registration"). Subject to subparagraphs 2(c)
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and 2(d), CDPQ will have the right, exercisable by delivery of a written request
(which request shall specify the quantity of Registrable Securities proposed to
be disposed of by CDPQ and its Affiliates) to the Corporation within 30 days
after CDPQ receives the applicable Registration Notice, to request that some or
all of the Registrable Securities then owned by CDPQ and its Affiliates (but not
less than the lesser of (x) 20% of the number of Registrable Securities then
owned by CDPQ and its Affiliates and (y), in the case of an IPO, the IPO
Permitted Registrable Securities, as determined in accordance with subparagraph
2(c)) be included in such Piggyback Registration. If the Piggyback Registration
is to include an offering of equity securities to or through underwriters, the
Corporation will use its best efforts to effect the inclusion in the
underwritten offering of all Registrable Securities which the Corporation has
been so requested to include by CDPQ, on the same terms as all other shares of
the same class as the Registrable Securities to be included in the underwritten
offering, and to include such Registrable Securities in such Piggyback
Registration for such purpose; provided, however, that if, at any time after
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giving written notice of its intention to register any securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Corporation shall determine for any reason or for no reason
not to register or to delay registration of such securities, the Corporation
shall so notify CDPQ and (i) in the case of a determination not to register,
shall be relieved of its obligation to register any Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith), without prejudice, however, to
the rights, if any, of CDPQ to request that such registration be effected as a
Demand Registration, and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities
for the same period as the delay in registering the other securities proposed to
be included in such registration. No registration effected under this
subparagraph 2(a) shall relieve the Corporation of its obligation to effect any
Demand Registration.
(b) Piggyback Expenses. The Registration Expenses of CDPQ will be
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paid by the Corporation in all Piggyback Registrations.
(c) Right to include Registrable Securities in Initial Public
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Offering. If the Corporation at any time proposes to register under the
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Securities Act any of its equity securities for purposes of a Public Offering
(as defined in the Stockholders Agreement) to or through underwriters at a time
when shares of its Common Stock are not listed or traded on a national
securities exchange or the NASDAQ National Market System (such a Public
Offering, an "IPO"), the Corporation will at such time give prompt written
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notice to CDPQ (the "IPO Notice") of its intention to register such equity
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securities in connection with an IPO and of CDPQ's rights, if any, under
subparagraph 2(a)
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and this subparagraph 2(c) with respect to such registration (the "IPO
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Registration"). Prior to the filing of the IPO Registration with the Commission,
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the investment banker designated by the Corporation to act as managing
underwriter for the IPO (the "IPO Underwriter") may advise the Corporation in
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writing (with a copy to CDPQ) (the "Underwriter Notice") that, in its opinion,
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the IPO would be adversely affected (as to the price or quantity of securities
to be sold for the account of the Corporation) by the inclusion in the IPO of
more than a certain number (which may be zero) of shares of Common Stock held by
all stockholders of the Corporation (such amount the "IPO Permitted Registrable
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Securities"). Thereafter, if an Underwriter Notice has bent sent, the IPO
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Permitted Registrable Securities shall only be amended or changed if the IPO
Underwriter sends an amended Underwriter Notice to the Corporation in writing
(wit a copy to CDPQ). Notwithstanding subparagraph 2(a), CDPQ shall not be
entitled to include an amount of Registrable Securities in the IPO Registration
in excess of the IPO Permitted Registrable Securities, if any. The Corporation
shall not permit the inclusion in the IPO Registration of an amount of shares of
Common Stock held by stockholders of the Corporation at the time of the IPO in
excess of the IPO Permitted Registrable Securities, in any. If, as a result of
the preceding sentences of this subparagraph 2(c), less than all of the shares
of Common Stock requested to be included in the IPO by stockholders of the
Corporation, including CDPQ, may be so included in the IPO, then the number of
shares to be so included for the account of each such stockholder shall be
determined in accordance with subparagraph 2(d). The IPO Notice shall specify
the quantity of IPO Permitted Registrable Securities, to the extent then known.
Subject to the foregoing, CDPQ shall have the right exercisable by written
notice to the Corporation within 30 days after receipt of the IPO Notice to
require that not less than 20% of the number of shares of Registrable Securities
then outstanding (or such lesser number as constitutes all of the IPO Permitted
Registrable Securities) be included in the IPO Registration and as part of the
IPO on the same terms as all other shares of the same class as the securities to
be included in the IPO for the account of the Corporation. Subject to the
proviso in the last sentence of subparagraph 2(a), the Corporation will use its
best efforts to effect the registration under the Securities Act of the
Registrable Securities which the Corporation has been so requested to register
by CDPQ, up to the number of IPO Permitted Registrable Securities, to permit the
disposition of such securities in the IPO
(d) Apportionment in Piggyback Registrations. Without limitation of
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the restrictions set forth in subparagraph 2(c), if (i) a Piggyback Registration
covers an offering of the securities of the Corporation to be distributed by or
through one or more underwriters, whether or not for sale for the account of the
Corporation, under underwriting terms appropriate for such a transaction, and
(ii) the managing underwriter(s) of such underwritten offering shall determine
to limit the number of securities to be sold in such offering for the account of
stockholders or shall inform the Corporation by letter (of which a copy shall be
provided to CDPQ) of its belief that the number of securities requested to be
included in such registration exceeds the number which can be sold in (or during
to time of) such offering or that to inclusion of such number of securities
therein would materially adversely affect the marketing of securities to be sold
by the Corporation or any Initiating Stockholders pursuant to whose demand such
Piggyback Registration is to be effected, then the Corporation may include all
securities proposed by the Corporation to be sold for its own account and by the
Initiating Stockholders to be sold for their accounts and may decrease the
number of Registrable Securities and equity securities of other stockholders of
the Corporation so proposed to be sold and so requested to be included in such
registration (pro rata on the basis of the number of Registrable Securities held
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by CDPQ and the number of shares of Common Stock held
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by such other stockholders (excluding VPC and its Affiliates) to the extent
necessary to reduce the number of securities to be included in the registration
to the level recommended by the managing underwriter). Notwithstanding the
foregoing, CDPQ shall have priority over the Corporation (but shall be
subordinated to securities held by any Initiating Stockholders) with respect to
the inclusion of Registrable Securities in the registration for purposes of the
exercise by the underwriters of any "greenshoe" or overallotment option with
respect to the offering, to the extent, but only to the extent, that
Registrable Securities were excluded from the firm portion of the offering and,
in the case of an IPO such excluded Registrable Securities were IPO Permitted
Registrable Securities. In no event shall VPC or any of its Affiliates be
entitled to include securities in any such registration for sale for its own
account unless all securities requested to be included in such registration for
sale for the account of CDPQ are included in such registration.
(e) Selection of Underwriters. The Corporation will have the right to
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select a firm of investment bankers to act as the managing underwriter(s) to
administer any offering of Registerable Securities pursuant to a Piggyback
Registration.
(f) Effective Registration. A Piggyback Registration shall not be
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deemed to have become effective (i) unless a registration statement with respect
thereto has become effective under the Securities Act and the Registrable
Securities covered thereby (either in the firm or "greenshoe" portion) include
the lesser of (A) 10% of the number of Registrable Securities then owned by
CDPQ and its Affiliates or (B), in the case of an IPO, 75% of the IPO Permitted
Registrable Securities, or (ii) if after it has become effective, such
registration statement (A) does not continue in effect during the Effectiveness
Period or (B) is interfered with by stop order, injunction or other order or
requirement of the Commission or other governmental agency or court for any
reason not the fault of CDPQ, is not reinstated for the balance of the
Effectiveness Period and at least 75% of the Registrable Securities covered
thereby have not been sold, or (iii) if the conditions to closing specified in
any underwriting agreement entered into in connection with such registration are
not satisfied by the parties thereto other than CDPQ.
3. Delays in Demand Registration. The Corporation may delay the
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filing of any registration statement for a Demand Registration for up to 90 days
(or such longer period as may be required by law or any rule, regulation or
policy of the Commission) if at the time of a request under this Agreement:
(a) the Corporation or any subsidiary of the Corporation is,
directly or indirectly, a participant in a transaction involving the
purchase or bid to purchase securities of the Corporation (other than a
transaction which is specifically permitted pursuant to Rule 102 of
Registration M promulgated by the Commission under the Securities Exchange
Act);
(b) there is material undisclosed information concerning the
Corporation or any subsidiary of the Corporation which has not been
disclosed for business reasons;
(c) financial statements required to be included or incorporated
in the registration statement have not been prepared or are not otherwise
available at the time (provided that the Corporation shall promptly and
diligently prepare such financial statements or cause such financial
statements to be prepared); or
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(d) the Corporation is conducting an offering of securities of
the Corporation or any subsidiary of the Corporation (an "Other Offering")
and either (i) the investment banker for the Corporation shall advise the
Corporation in writing (with a copy to CDPQ) that, in its opinion, such
Other Offering would be materially and adversely affected by the sale of
Registrable Securities pursuant to such request, or (ii) the filing of a
registration statement pursuant to such request while such Other Offering
is being conducted or within a specified period of time after the
completion, termination or abandonment of such Other Offering would be
contrary to law or any rule, regulation or policy of the Commission;
provided, however, that the Corporation shall in all events have priority
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to complete any such Other Offering prior to filing any registration
statement for a Demand Registration.
4. Holdback Agreements.
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(a) By CDPQ. CDPQ, if so required by the managing underwriter, if
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any, with respect to an IPO, any Demand Registration or any Piggyback
Registration in which Registrable Securities are included, shall enter into an
agreement not to effect any sale or distribution of any equity securities of the
Corporation during the seven days prior to and up to a 180-day period beginning
on the effective date of the related registration statement (except as part of
the underwritten offering to be conducted under and in accordance with such
registration statement, to the extent of the Registrable Securities to be
included in such registration statement pursuant to this Agreement). The
obligation of CDPQ to enter into such an agreement shall be conditioned upon
VPC's concurrent entry into a similar agreement on terms at least as restrictive
as those contained in the agreement entered into by CDPQ.
(b) By the Corporation. The Corporation agrees (i) not to effect any
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sale or distribution of its equity securities, or any securities convertible
into or exchangeable or exercisable for such securities, during the seven days
prior to and during the 90-day period beginning on the effective date of any
underwritten registration pursuant to Paragraph 1 or 2 (except as part of such
underwritten registration or pursuant to a private placement made pursuant to an
exemption under the Securities Act), and (ii) to use its reasonable best efforts
to cause each holder of at least 5% (on a fully diluted basis) of its equity
securities or any securities convertible into or exchangeable or exercisable for
such securities, purchased from the Corporation at any time after the date of
this Agreement (other than in a registered offering) to agree not to effect any
sale or distribution of any such securities during the 180-day period beginning
on the effective date of any underwritten registration pursuant to Paragraph 1
or 2 (except as part of such underwritten registration).
5. Registration Procedures. If and whenever the Corporation is
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required to use its best efforts to effect the registration of Registrable
Securities under the Securities Act as provided in Paragraphs 1 and 2 the
Corporation will as expeditiously as possible (subject to the rights of the
Corporation under subparagraphs 2(a) and 2(c):
(a) prepare and as promptly as practicable thereafter file with
the Commission a registration statement with respect to such Registrable
Securities and thereafter use its best efforts to cause such registration
statement to become effective (provided that before filing a registration
statement or prospectus or any amendments or supplements thereto, the
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Corporation will furnish to the counsel selected by CDPQ copies of all such
documents proposed to be filed, which documents will be subject to review
of such counsel);
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such
registration statement until such time as all of such securities have been
disposed of in accordance with the intended methods of disposition by the
seller or sellers thereof set forth in such registration statement;
(c) furnish to CDPQ or the managing underwriter, if any, such
number of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as such
underwriter may reasonably request in order to facilitate the disposition
of such Registrable Securities;
(d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such
jurisdictions as CDPQ or the managing underwriter, if any, reasonably
requests and do any and all other acts and things which may be reasonably
necessary or advisable to enable CDPQ or the underwriters to consummate the
disposition in such jurisdictions of such Registrable Securities (provided
that the Corporation will not be required to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify but for this subparagraph, (ii) subject itself to taxation in any
such jurisdiction or (iii) consent to general service of process in any
such jurisdiction);
(e) notify CDPQ and the managing underwriter, if any, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, upon discovery that, or upon the discovery of the happening
of any event as a result of which, the prospectus included in such
registration statement contains an untrue statement of a material fact or
omits any fact necessary to make the statements therein not misleading in
the light of the circumstances under which they were made, and, at the
request of CDPQ or the managing underwriter, if any, the Corporation will
prepare and finnish to CDPQ or the managing underwriter, if any, a
reasonable number of copies of a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus will not contain an untrue statement of a
material fact or omit to state any fact necessary to make the statements
therein not misleading in the light of the circumstances under which they
were made;
(f) use its best efforts to cause all such Registrable Securities
to be listed on each securities exchange on which similar securities issued
by the Corporation are then listed and, if not so listed, to be quoted on
the NASDAQ National Market System;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such
registration statement;
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(h) make available for inspection by CDPQ, any underwriter
participating in any disposition pursuant to such registration statement
and any attorney, accountant or other agent retained by CDPQ or any
underwriter, all financial and other records, pertinent corporate documents
and properties of the Corporation, and cause the Corporation officers,
directors, employees and independent accountants to supply all information
reasonably requested by CDPQ or any such underwriter, attorney, accountant
or agent in connection with such registration statement;
(i) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to its security
holders, as soon as reasonably practicable, an earnings statement covering
the period of at least twelve months beginning with the first day of the
Corporation's first full calendar quarter 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 thereunder;
(j) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the
qualification of any securities included in such registration statement for
sale in any jurisdiction, the Corporation will use its reasonable best
efforts promptly to obtain the withdrawal of such order; and
(k) furnish to CDPQ a signed counterpart, addressed to CDPQ and
the underwriters of
(i) an opinion of counsel for the Corporation, dated the date
of the closing under the underwriting agreement, and
(ii) a "comfort" letter, dated the date of the closing under the
underwriting agreement, signed by the independent public
accountants who have certified the Corporation's financial
statements included in such registration statement,
covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of the
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in legal opinions and
accountants' letters delivered to the underwriters in underwritten public
offerings of securities and, in the case of the accountant's letter such
other financial matters and, in the case of the legal opinion, such other
legal matters, as the managing underwriters, if any, (or if there are no
underwriters, CDPQ) may reasonably request;
6. Underwritten Offerings.
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(a) Requested Underwritten Offerings. If requested by the
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underwriters or a qualified independent underwriter for any offering by CDPQ
pursuant to a Demand Registration, the Corporation will enter into an
underwriting agreement with such underwriters, or an agreement with such
qualified independent underwriter, for such offering, such agreement to be
satisfactory in substance and form to the Corporation and CDPQ and the
underwriters and to contain such
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representations and warranties by the Corporation and such other terms as are
generally prevailing in agreements of such type, including without limitation,
indemnities to the effect and to the extent provided in Paragraph 8. CDPQ will
cooperate with the Corporation in the negotiation of the underwriting agreement,
provided that nothing herein contained shall diminish the foregoing obligations
of the Corporation. CDPQ shall be a party to such underwriting agreement and
may, at its option, require that any or all of the representations and
warranties by, and other agreements on the part of the Corporation to and for
the benefit of such underwriters shall also be made to and for the benefit of
CDPQ and that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement be conditions precedent to the
obligations of CDPQ, CDPQ shall not be required to make any representations or
warranties to or agreements with. the Corporation or the underwriters other than
representations, warranties or agreements regarding CDPQ, CDPQ's registerable
Securities and CDPQ's intended method of distribution, any other information
supplied in writing by the CDPQ to the Corporation specifically for use in the
registration statement and any other representation required by law.
(b) Incidental Underwritten Offerings. If the Corporation at
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any time proposes to register any of its securities under the Securities Act as
contemplated by Paragraph 2, then if CDPQ is entitled to include Registrable
Securities in such registration, the Corporation will, if requested by CDPQ, in
accordance with and subject to subparagraphs 2(b) and 2(c), arrange for such
underwriters to include all the Registrable Securities to be offered and sold by
CDPQ among the securities to be distributed by such underwriters. CDPQ shall be
a party to the underwriting agreement between the Corporation and such
underwriters and may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, the
Corporation to and for the benefit of such underwriters shall also be made to
and for the benefit of CDPQ and that any or all of the conditions precedent to
the obligations of such underwriters under such underwriting agreement be
conditions precedent to the obligations of CDPQ. CDPQ shall not be required to
make any representations or warranties to or agreements with the Corporation or
the underwriters other than representations, warranties, or agreements regarding
CDPQ, CDPQ's Registrable Securities and CDPQ's intended method of distribution,
any other information supplied in writing by CDPQ to the Corporation
specifically for use in the Registration Statement and any other representation
required by law.
7. Registration Expenses.
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(a) All expenses incident to the Corporation's performance of or
compliance with this Agreement, including, without limitation, all registration
and filing fees fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Corporation and all independent certified
public accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Corporation (all such expenses being herein called
"Registration Expenses"), will be borne as provided in this Agreement, except
----------------------
that the Corporation will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing Legal or accounting duties), the expense of any annual audit or
quarterly review, the expense of any liability insurance and the expenses and
fees for listing the securities to be registered on each securities exchange
(including NASDAQ) on which similar securities issued by the Corporation are
then listed or quoted.
-10-
(b) In connection with each Demand Registration (other than a Demand
Registration for which CDPQ is required to pay Registration Expenses
pursuant hereto) and each Piggyback Registration, the Corporation will
reimburse CDPQ if requesting registration of Registrable Securities for the
reasonable fees and disbursements of one counsel chosen by CDPQ to
represent CDPQ in connection with such registration
8. Indemnification.
--------------
(a) By the Corporation. The Corporation agrees to indemnify, to the
----------- -------
extent permitted by law, CDPQ, its officers, directors, employees and
stockholders and each Person who controls CDPQ (within the meaning of the
Securities Act) against all losses, claims, damages, liabilities and
expenses arising out of or based upon any untrue or alleged untrue
statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and shall reimburse CDPQ or such officer, director, employee,
stockholder or controlling Person for any legal or other expenses
reasonably incurred by CDPQ or such officer, director, employee,
stockholder or controlling Person in connection with the investigation or
defense of such loss, claim, damage, liability or expenses, except insofar
as the same arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission in any such registration
statement, any such prospectus or preliminary prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished by CDPQ to the Corporation through an instrument duly executed on
behalf of CDPQ specifically stating that such information is intended for
use in the preparation of such registration statement, prospectus,
prelimanary prospectus, amendment or supplement (and all information
furnished by CDPQ for such purpose will be furnished through such an
instrument); provided, that the Corporation shall not be liable to any
--------
Person who participates as an underwriter, in the offering or sale of
Registrable Securities or any other Person, if any, who controls such
underwriter within the meaning of the Securities Act, in any such case to
the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of such Person's
failure to send or give a copy of the final prospectus, as the same may be
then supplemented or amended, to the Person asserting an untrue statement
or alleged untrue statement or omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus.
(b) By Sellers. The Corporation may require, as a condition to
----------
including any Registrable Securities in any registration statement filed
pursuant to Paragraph 1 or 2, that the Corporation shall have received an
undertaking satisfactory to it from the prospective seller of such
securities, to indemnify and hold harmless (in the same manner and to the
same extent as set forth in subparagraph 8(a)) the Corporation, its
directors, officers, employees, agents and affiliates and each other
Person, if any, who controls the Corporation within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any
prospectus or preliminary prospectus contained therein, or any amendment
thereof or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity
with written information furnished by CDPQ to the Corporation through an
instrument duly executed on behalf of CDPQ specifically
-11-
stating that such information is intended for use in the preparation of
such registration statement, prospectus, preliminary prospectus, amendment
or supplement.
(c) Notice of Claim. Promptly after receipt by an indemnified party
---------------
of notice of the commencement of any action or proceeding involving a claim
referred to in the preceding subparagraphs of this Paragraph 8, such
indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the
commencement of such action; provided, however, that the failure of any
-------- -------
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding subparagraphs of
this Paragraph 8, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any such action
is brought against an indemnified party, unless in the opinion of counsel
to such indemnified party a conflict of interest between such indemnified
party and indemnifying parties may exist in respect of such claim, the
indemnifying party shall be entitled to participate in and to assume the
defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be liable to such
indemnified party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the consent of
the 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 to such claim or litigation.
(d) Contribution. If the indemnification provided for in this
------------
Agreement shall for any reason be unavailable or insufficient to an
indemnified party under subparagraph 8(a) or 8(b) in respect to any loss,
claim, damage or liability, or any action in respect thereof, or referred
to therein, then each indemnifying party shall, in lieu of indemnifying
such party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim damage or liability, or action in
respect thereof, in such proportion as shall be appropriate to reflect (i)
the relative benefits received by the Corporation on the one hand and CDPQ
on the other hand, from the offering of the Registrable Securities, and
(ii) the relative fault of the Corporation on the one hand and CDPQ on the
other, with respect to the statements or alleged statements or omissions or
alleged omissions which resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Corporation on the
one hand and CDPQ on the other hand shall be deemed to be in the same
proportion as the sum of the total net proceeds from the offering of the
securities (before deducting expenses) received by the Corporation bears to
the total net proceeds from the offering of the securities (before
deducting expenses) received by CDPQ with respect to such offering, and in
each case the net proceeds received from such offering shall be determined
as set forth on the table on the cover page of the prospectus. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied
by the Corporation or CDPQ, the intent of the parties and their respective
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Corporation and CDPQ agree that it would not be
just and equitable if contribution pursuant to this subparagraph 8(d) were
to be determined by pro rate allocation or by any other method of
allocation which does not take into account the equitable considerations
-12-
referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect thereof,
referred to in this Paragraph 8 shall be deemed to include, for purposes of this
Paragraph 8, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. 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.
9. Current Public Information. At all times after the Corporation
--------------------------
has filed a registration statement with the Commission pursuant to the
requirements of either the Securities Act or the Securities Exchange Act, the
Corporation will timely file all reports required to be filed by it under the
Securities Act and the Securities Exchange Act and the rules and regulations
adopted by the Commission thereunder, and will take such further action as CDPQ
may reasonably request, all to the extent required to enable CDPQ to sell
Registrable Securities pursuant to Rule 144 adopted by the Commission under the
Securities Act (as such rule may be amended from time to time) or any similar
rule or regulation hereafter adopted by the Commission. Upon the request of
CDPQ, the Corporation will deliver to CDPQ a written statement as to whether it
has complied with such requirements.
10. Definitions.
-----------
"Affiliate" has the meaning set forth in Rule 12b-2 of the
---------
regulations promulgated under the Securities Exchange Act.
"Class A Stock" means the Class A Common Stock, par value $.O1
-------------
per share, of the Corporation.
"Class B Stock" means the Class B Common Stock, par value $.0l
-------------
per share, of the Corporation.
"Class C Stock" means the Class C Common Stock, par value $.O1
-------------
per share, of the Corporation.
"Common Stock" means the Class A Stock, the Class B Stock and
------------
the Class C Stock or other common stock of the Corporation.
"Commission" means the United States Securities and Exchange
----------
Commission and includes any governmental body or agency succeeding to the
functions thereof.
"Effectiveness Period" means, with respect to any registration
--------------------
statement filed in a Demand Registration or a Piggyback Registration, a period
after the effective date of the registration statement that is the shorter of
(i) 120 days (increased by a number of days equal to the number of days, if any,
during which the effectiveness of the registration statement or the ability to
deliver a prospectus pursuant thereto has been suspended) and (ii) the number of
days that have elapsed when all Registrable Securities included in the
registration statement have been sold.
-13-
"Initiating Stockholders" means, with respect to the filing by the
-----------------------
Corporation of any registration that is a Piggyback Registration under this
Agreement, the Persons (other than the Corporation or VPC or any of its
Affiliates), if any, at whose request such registration was initiated pursuant
to the February 1997 Registration Rights Agreement as in effect on the date
hereof or pursuant to a registration right granted by the Corporation in
connection with the first to occur of a Strategic Investment or an Alternative
Strategic Investment (as such terms are defined in the Stockholders Agreement).
"IPO Date" means the first date on which the Corporation receives the
--------
proceeds of a Public Offering
"Non-Participating Securities" means equity securities which do not
----------------------------
participate in the residual equity of the Corporation. "Person" means an
individual, a partnership, a JOINT venture, a corn corporation on, a trust, an
unincorporated organization and a government or any department or agency
thereof.
"Piggyback Registration" has the meaning assigned to that term in
----------------------
subparagraph 2(a).
"Public Offering" means any sale of shares of Voting Common Stock to the
---------------
public pursuant to an offering registered under the Securities Act, if
immediately thereafter such Voting Common Stock is listed on a national
securities exchange or quoted on the NASDAQ National Market System.
"Registrable Securities" means (i) any shares of Common Stock acquired by
----------------------
CDPQ from Vanguard pursuant to the Stock Purchase Agreement, (ii) any shares of
Common Stock acquired by CDPQ or any of its Affiliates from any party to the
Stockholders Agreement (including the Corporation) pursuant to rights arising
thereunder or any shares of Common Stock issued to CDPQ or any of its Affiliates
pursuant to the exercise of purchase, conversion or other rights acquired by
CDPQ or any of its Affiliates from any party to the Stockholders Agreement
(including the Corporation) pursuant to rights arising thereunder, and (iii) any
other equity securities of the Corporation issued or issuable directly or
indirectly with respect to shares of Common Stock referred to in clause (i) or
(ii) or with respect to other equity securities referred to in this clause
(iii), by way of conversion, stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other
reorganization; provided, however, that in the event that pursuant to such
--------- -------
recapitalization or exchange Non-Participating Securities are issued, such Non-
Participating Securities will not be Registrable Securities. As to any
particular shares constituting Registrable Securities, such shares will cease to
be Registrable Securities when they have (x) been registered under the
Securities Act and disposed of in accordance with the registration statement
covering them (y) been sold to the public pursuant to Rule 144 under the
Securities Act (or any similar provision then in force),or (z) ceased to be
outstanding. For purposes of this Agreement, a Person will be deemed to be a
holder of Registrable Securities whenever such Person has the right to acquire
directly or indirectly such Registrable Securities (upon conversion or exercise
in connection with a transfer of securities or otherwise), whether or not such
acquisition has actually been effected Notwithstanding anything contained herein
to the contrary, shares of Class B Stock shall not be considered "Registrable
Securities" unless (i) Class B Stock is listed on a
national
-14-
securities exchange or quoted on the NASDAQ National Market System or (ii) CDPQ
receives a Registration Notice regarding the registration of Class B Stock and
such registration has not been abandoned by the Corporation prior to the time
the registration statement filed or planned to be filed with the Commission in
connection with such registration becomes effective under the Securities Act.
"Securities Act" means to Securities Act of 1933, as amended, or any similar
--------------
federal law then in force.
"Securities Exchange" Act means the Securities Exchange Act of 1934, as
-------------------
amended, or any similar federal law then in force.
"Voting Common Stock" means the Class A Stock and the Class B Stock.
-------------------
"VPC" means VP'C Corporation, a Delaware corporation.
---
11. Miscellaneous.
-------------
(a) No Inconsistent Agreements. The Corporation will not hereafter enter
-------------------------
into any agreement with respect to its securities which is inconsistent with or
violates the rights granted to CDPQ in this Agreement.
(b) Amendment and Waiver. Except as otherwise provided herein, the
--------------------
provisions of this Agreement may be amended or waived only upon the prior
written consent of the Corporation and CDPQ. The failure of any party to enforce
any of the provisions of this Agreement shall in no way be construed as a waiver
of such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement in accordance with its terms.
(c) Assignment. This Agreement shall be binding upon and inure to the
-----------
benefit of and be enforceable by the parties hereto and their respective
successors and assigns, provided that the rights of CDPQ hereunder may not be
assigned except to a Person which accepts and adopts this Agreement by execution
of an appropriate instrument in form satisfactory to the Corporation in the
reasonable exercise of its discretion. In addition, whether or not any express
assignment shall have been made, the provisions of this Agreement which are for
the benefit of purchasers or holders of Registrable Securities (or any portion
thereof) are also for the benefit of and enforceable by any subsequent holder of
any Registrable Securities (or of such portion thereof) who acquires such
Registrable Securities in accordance with the provisions of the Stockholders
Agreement, subject in each case to compliance by each such holder with the
corresponding obligations applicable to CDPQ hereunder. No such assignment or
enforcement shall have the effect of increasing the obligations of the
Corporation hereunder, including such obligations as to the number of
registrations required to be effected or the quantity of Registrable Securities
to be included in any registration,
(d) Severability. Whenever possible, each provision of this Agreement
------------
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law
or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other
-15-
provision or the effectiveness or validity of any provision in any other
jurisdiction, and this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
(e) Counterparts. This Agreement may be executed simultaneously in
------------
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together will constitute
one and the same Agreement.
(f) Descriptive Headings. The descriptive headings of this Agreement
--------------------
are inserted for convenience only and do not constitute a part of this
Agreement.
(g) Notices. All notices, demands or other communications to be given
-------
or delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when delivered personally, mailed
by certified or registered mail, return receipt requested and postage prepaid,
or sent via a nationally recognized overnight courier, or sent via facsimile to
the recipient. Such notices, demands and other communications will be sent to
the address indicated below:
If to the Corporation:
OpTel, Inc.
0000 X. Xxxxxxxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx, Esq.
Vice President & General Counsel
Telecopier: (000) 000-0000
With a copy to each of:
Le Groupe Videotron Ltee
000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Me Xxxxxxx Renault
Senior Vice President-Legal Affairs
Telecopier: (000) 000-0000
Kronish, Lieb, Weiner & Xxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopier: (000) 000-0000
If to CDPQ:
Capital Communications CDPQ Inc.
0000 XxXxxx Xxxxxxx Xxxxxx
-00-
0xx Xxxxx
Xxxxxxxx, Xxxxxx
X0X 0x0
Attention: President, Xxxx XxXxxxxx and Xxxxxx Xxxx', Esq.
Telecopier: (000)000-0000 and (000) 000-0000
With a copy to each of
Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx X. Xxxxxxx, Esq.
Telecopier: (000) 000-0000
and
Xxxxxxxxx Xxxxxx
Stock Exchange Tower, Suite 3400
P.O. Box 242
800 Place Victoria
Montreal, Quebec
H4Z 1E9
Attention: Xxxxxxx Bussieres6res
Telecopier: (514) 397B7600
12. GOVERNING LAW. THE CORPORATE LAW OF DELAWARE WILL GOVERN ALL ISSUES
-------------
CONCERNING THE RELATIVE RIGHTS OF THE CORPORATION AND ITS STOCKHOLDERS. ALL
OTHER ISSUES CONCERNING THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE~~(WHETHER OF THE STATE OF NEW
YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK SUBJECT TO PARAGRAPH 13, EACH
PARTY HERETO HEREBY SUBMITS TO THE CO-EXCLUSIVE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND OF ANY NEW YORK
STATE COURT SITTING IN NEW YORK CITY, OVER ANY LAWSUIT UNDER THIS AGREEMENT AND
WAIVES ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS WITH RESPECT TO ANY
ACTION INSTITUTED THEREIN. EACH PARTY HERETO HEREBY WAIVES THE NECESSITY FOR
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS IN ANY SUCH ACTION MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL (RETURN RECEIPT REQUESTED), WITH A COPY ALSO BEING SENT BY FACSIMILE (WITH
RECEIPT CONFIRMED), IN EACH CASE DIRECTED TO SUCH PARTY AT ITS ADDRESS SET FORTH
IN, AND WITH COPIES SENT AS REQUIRED BY, SUBPARAGRAPH 11(F) ABOVE, AND SERVICE
SO
-17-
MADE SHALL BE DEEMED TO HE COMPLETED ON THE DATE OF ACTUAL RECEIPT. EACH PARTY
HEREBY TO HEREBY CONSENTS TO SERVICE OF PROCESS AS AFORESAID. NOTHING IN THIS
PARAGRAPH 12 WILL PROHIBIT PERSONAL SERVICE IN LIEU OF THE SERVICE BY MAIL
CONTEMPLATED HEREIN.
13. Arbitration,
-----------
(a) Subject to the rights granted in subparagraph 13(b) and Paragraph
14, any controversy, claim or dispute arising out of or relating to this
Agreement or the breach, termination, enforceability or validity thereto
including without limitation the determination of the scope or. applicability of
this Agreement to arbitrate, shall be determined exclusively by binding
arbitration in New York City before tree arbitrators. The &Arbitration shall be
governed by the American Arbitration Association ("AAA") under its Commercial
Arbitration Rules and its Supplementary Procedures for large, Complex Disputes,
provided that persons eligible to be selected as arbitrators shall be limited to
attorneys-at Law who (i) are on the AAA's Large, Complex Case Panel or a Center
for Public Resources ("CPR") Panel of Distinguished Neutrals, or who have
professional credentials similar to the attorneys listed on such AM and CPR
Panels, and (ii) who practiced law for at least 15 years as an attorney in New
York specializing in either general commercial litigation or general corporate
and commercial matters.
(b) No provision at nor the exercise of any rights under,
subparagraph 13(a) shall limit the right of any party to request and obtain from
a court having jurisdiction before, during or after the pendency of any
arbitration, provision or ancillary remedies and relief including, but not
limited to, injunctive or mandatory relief or the appointment of a receiver, The
institution and maintenance of an action or judicial proceeding for, or pursuit
to provisional or ancillary remedies or exercise of self-help remedies shall not
constitute a waiver of the right of any party hereto, even if such party is the
plaintiff, to submit the dispute to arbitration if such party would otherwise
have such right.
(c) In any such arbitration proceeding, the arbitrator shall not have
the power or authority to award punitive damages to any party. Judgment upon
the award rendered may be entered in any court having jurisdiction (which
shall not be restricted by Paragraph 12).
(d) Each of the parties shall, subject to the award of the
arbitrators, pay an equal share of the arbitrators' fees, The arbitrators
shall have the power to award recovery of all costs and fees (including
attorneys' fees, administrative fees, arbitrators' fees, and court costs) to
the prevailing party.
14. Equitable Relief. Since any of the parties may sustain irreparable
----------------
harm in the event there is a breach of the covenants provided in this Agreement
in addition to any other rights or remedies which the parties may have under
this Agreement or otherwise, each of the parties shall be entitled to obtain
specific performance or injunctive relief against the breaching or defaulting
party hereto in any court of competent jurisdiction for the purposes of
restraining such breaching or defaulting party from any actual or threatened
breach of such covenants or to compel such breaching or defaulting party to
perform such covenants, without the necessity of proving irreparable injury or
the inadequacy of remedies at law or posting bond or other security.
-18-
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreements as of the date first above written.
OPTEL, INC.
By: ____________________
Name:
Title:
By: ____________________
Name:
Title:
CAPITAL COMMUNICATIONS CDPQ INC.
BY: Xxxx X. XxXxxxxx
-------------------
Name:
Title:
By: Xxxx X. XxXxxxxx
-------------------
Name:
Title:
Effective on the date of the foregoing Registration
Rights Agreement, the undersigned consents thereto
and agrees to be bound by the provisions thereof
that make specific reference to the undersigned.
VPC CORPORATION
BY: _________________
Name:
Title:
IN WiTNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written
OPTEL, INC.
By: Xxxxx Xxxxxx
-------------------
Name:Xxxxx Xxxxxx
Title: President & CEO
BY: Xxxxxxx X. Xxxxxxxxxxx
----------------------
Name:Xxxxxxx X. Xxxxxxxxxxx
Title:VP AND GC
CAPITAL COMMUNICATIONS CDPQ INC.
BY: _____________________
Name:
Title:
BY: _____________________
Name:
Title:
Effective on the date of the foregoing Registration
Rights Agreement, the undersigned consents thereto
and agrees to be bound by the provisions thereof
that make specific reference to the undersigned.
VPC CORPORATION
By: ________________
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first above written
OPTEL, INC.
By: ____________________
Name:
Title:
BY: _____________________
Name:
Title:VP AND GC
CAPITAL COMMUNICATIONS CDPQ INC.
BY: _____________________
Name:
Title:
BY: Xxxx X. XxXxxxxx
_____________________
Name:
Title:
Effective on the date of the foregoing Registration
Rights Agreement, the undersigned consents thereto
and agrees to be bound by the provisions thereof
that make specific reference to the undersigned.
VPC CORPORATION
By: /s/ Xxxxxxx Renault
-------------------
Name: Xxxxxxx Renault
Title:Vice President Legal Affairs
and Secretary
