EXHIBIT 6
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, made as of this 3rd day of April, 1995,
between WB CABLE ASSOCIATES, LTD., a Florida limited partnership
("WB" or "Holder"), and ADELPHIA COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, Holder is the record and beneficial holder of
457,318 shares (the "Shares") of the Company's Class A common stock,
par value $ .01 per share (the "Common Stock");
WHEREAS, WB and the Company are parties to an Asset
Purchase Agreement dated as of October 28, 1994 (the "Purchase
Agreement") pursuant to which WB acquired the Shares;
WHEREAS, the execution and delivery of this Agreement is a
condition of the Purchase Agreement; and
WHEREAS, Holder desires to have the Shares subject to the
rights described herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and intending to be legally bound hereby,
the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement:
(a) The term "Act" means the Securities Act of 1933,
as amended, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same are in
effect from time to time;
(b) The term "Commission" means the Securities and
Exchange Commission or any other federal agency at the time primarily
responsible for administering the Act;
(c) The term "Registrable Securities" means (1) the
Shares and (2) any capital stock of the Company or a successor to the
Company issued as a dividend or other distribution with respect to,
or in exchange for or in replacement of, the Shares, in each case,
which are held by Holder.
(d) The term "Rigas Shareholders" means Dorellenic,
Ionian Communications, L.P., Syracuse Hilton Head Holdings, L.P.,
Highland Holdings, Xxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxx,
Xxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, any of their
respective spouses, estates or lineal descendants, any trust created
for the benefit of any such persons or, while and to the extent they
are serving in such capacity, the executors, administrators or
personal representatives of such persons, and any corporation,
partnership or other entity owned or controlled by one or more of the
Rigas Shareholders.
2. Registration Under the Act.
(a) Within three (3) months following the date
hereof, the Company shall commence commercially reasonable efforts to
prepare and file a registration statement on Form S-3 or another
appropriate form under the Act covering the registration of all of
the Registrable Securities then outstanding, and the Company shall
then use commercially reasonable efforts to cause such registration
statement to be filed and declared effective under the Act and kept
effective until the second anniversary of the date of this Agreement.
(b) Notwithstanding the foregoing, the Company shall
not be obligated to cause a registration statement to be filed and
declared effective pursuant to this Paragraph 2 or, if the
registration statement is effective, the Company may request the
Holder not to (and upon such request the Holder hereby agrees not to)
make any sales pursuant thereto, for up to two periods of sixty (60)
days each, as the Company shall specify, provided that the Company
shall furnish to Holder a certificate signed by the President or a
Vice President of the Company stating that in the good faith judgment
of the Company it would be detrimental to the Company or its
shareholders for a registration statement to be filed or for sales to
occur under an effective registration statement.
(c) Holder shall promptly notify the Company in
writing of any sales made pursuant to any registration statement
filed pursuant to this Agreement.
3. Piggyback Registration. (a) If at any time
commencing three (3) months following the date hereof and ending
twenty-four (24) months following the date hereof, the Company
proposes to file a registration statement covering the registration
of any of its Common Stock under the Act in connection with the
offering of such securities by the Company or any of the Rigas
Shareholders solely for cash on a form (other than Form S-4 or Form
S-8) that would also permit the concurrent registration of the
Registrable Securities, the Company shall promptly give Holders
written notice of such determination. Upon the written request of a
Holder given within fifteen (15) business days after mailing of any
such notice by the Company, the Company shall use reasonable
commercial efforts to cause to be registered under the Act all of the
Registrable Securities that Holders have requested be registered.
(b) Notwithstanding any other provision of Paragraph
3, if the underwriter selected by the Company or the Rigas
Shareholders determines that factors require a limitation of the
number of shares to be underwritten, the underwriter may exclude some
or all of the Registrable Securities from such registration and
underwriting provided that any such partial exclusion shall be made
on a pro rata basis among all the requesting Holders.
(c) In the event that any registration of Registrable
Securities pursuant to this Paragraph 3 shall be, in whole or in
part, a firm commitment underwritten offering of securities of the
Company, and any request by such Holders to register Registrable
Securities pursuant to Paragraph 3 must specify that such Registrable
Securities are to be included in the underwriting on the same terms
and conditions as the shares of Common Stock, if any, otherwise being
sold through underwriters under such registration.
(d) The provisions of Paragraph 2(b) shall also apply
to registration statements under this Paragraph 3.
4. Registration Procedures. Whenever required under
Paragraphs 2 or 3 to use commercially reasonable efforts to effect
the registration of any Registrable Securities, the Company shall:
(a) Use commercially reasonable efforts to prepare
and file with the Commission a registration statement with respect to
such Registrable Securities and to cause such registration statement
to become and remain effective provided, however, that in connection
with any periods of proposed registration under or in satisfaction of
Paragraph 2, the Company shall in no event be obligated to cause any
such registration to remain effective after the second anniversary of
the date of this Agreement, excluding any periods of suspension of
sales during effectiveness pursuant to Paragraph 2(b) or 11 or
occurring as a result of an event described in the next succeeding
sentence. In connection therewith, the Company shall use its best
efforts to notify Holder of the happening of any event during the
period a registration statement is effective which makes any
statement made in such registration statement or the related
prospectus untrue in any material respect or which requires the
making of any changes in such registration statement or prospectus so
that, as of such date, the statements therein are not misleading and
do not omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading (which advice
shall be accompanied by an instruction to suspend the use of the
prospectus until the requisite changes have been made) and use
commercially reasonable efforts, consistent with Company's past
Practices to prepare a supplement or post-effective amendment to a
registration statement or the related Prospectus or any document
incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable
Securities, such prospectus will not contain any untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading;
provided, that the Company shall not be required to update, pursuant
to this Paragraph 4, any such document during a period where the
Company shall, in good faith and using reasonable business judgment,
believe that the premature disclosure of any event or information
would have a material effect on the Company, provided further that
the Company shall otherwise use its best efforts to comply in all
respects with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, together with all
applicable rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Holder agrees that, upon receipt of any such notice
from the Company of the happening of any event of the kind described
herein, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to such registration statement until
such Holder's receipt of the copies of the supplemented or amended
prospectus, and, if so directed by the Company, such Holder will
deliver to the Company (at its expense) all copies in its possession,
other than permanent file copies then in such Holder's possession, of
the prospectus covering such Registrable Securities current at the
time of receipt of such notice.
(b) Prepare and file with the Commission such
amendments and supplements to such registration statement and the
prospectus used in connection with such registration statement as may
be necessary to comply with the provisions of the Act with respect to
the disposition of all securities covered by such registration
statement.
(c) Furnish to Holder such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with
the requirements of the Act, and such other documents as Holder may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Holder.
(d) Use its best efforts to register and qualify the
securities covered by such registration statement under such other
securities or Blue Sky laws of such United States jurisdictions as
shall be reasonably requested by Holder for the distribution of the
securities covered by the registration statement, provided that the
Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions,
and further provided that (anything in this Agreement to the contrary
notwithstanding with respect to the bearing of expenses) if any
jurisdiction in which the securities shall be qualified shall require
that expenses incurred in connection with the qualification of the
securities in that jurisdiction be borne by selling shareholders,
then such expenses shall be payable by the Holder pro rata based upon
the number of shares registered, to the extent required by such
jurisdiction.
5. Obligation to Furnish Information. It shall be a
condition precedent to the obligations of the Company to take any
action pursuant to this Agreement that Holder shall furnish to the
Company such information regarding Holder, or the Registrable
Securities held by. Holder, and the intended method of disposition
of such securities, as the Company shall reasonably request or as
shall be required in connection with the action to be taken by the
Company hereunder, including but not limited to information required
by Items 507 and 508 of Regulation S-K under the Act.
6. Expenses of Registration. All expenses incurred in
connection with a registration effected pursuant to Paragraph 2
(excluding a Holder's pro rata qualification expenses under Paragraph
4 (d), underwriters discounts and commissions, and counsel, advisory
or consultant fees of a selling Holder), including without limitation
all registration and qualification fees, printers' and accounting
fees, and fees and disbursements of counsel for the Company, shall be
borne by the Company. Any expenses of a registered offering under
Paragraph 2 not required to be borne by the Company shall be borne
pro rata by the selling Holders.
7. Company Registration Expenses. In the case of any
registration effected pursuant to Paragraph 3, the Company shall bear
any additional registration and qualification fees and expenses
(excluding additional underwriters discounts and commissions), and
any additional costs and disbursements of counsel for the Company
that result from the inclusion of securities held by the Holders in
such registration. Any such additional expenses of the registration
not required to be borne by the Company shall be borne by the selling
Holders and any other stockholders participating in the registration,
pro rata on the basis of the amount of securities so registered;
provided, however, that if any such additional cost or expense is
attributable solely to a selling Holder and does not constitute a
normal cost or expense of such a registration, such cost or expense
shall be allocated to such Holder. In addition, each Holder shall
bear the fees and costs of its own counsel, advisors and consultants.
8. Underwriting Requirements. In connection with any
offering involving an underwriting of shares being issued by the
Company or sold by Rigas Shareholders under Paragraph 3, Holder
hereby agrees to accept the terms of the underwriting as agreed upon
between the Company and/or the Rigas Shareholders, as the case may
be, and the underwriters selected by the Company.
9 . Delay of Registration. Holder shall not have any
right to take any action to restrain, enjoin, or otherwise delay any
registration as the result of any controversy that might arise with
respect to the interpretation or implementation of this Agreement.
10. Indemnification. In the event any Registrable
Securities are included in a registration statement under this
Agreement:
(a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder joining in a registration,
any underwriter (as defined in the Act) for it, and each. person, if
any, who controls such underwriter within the meaning of the Act,
against any losses., claims, damages, or liabilities, joint or
several, to which they may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based on any untrue or alleged
untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus,
or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or arise out of any violation by
the Company of any rule or regulation promulgated under the Act
applicable to the Company and relating to action or inaction required
of the Company in connection with any registration; and will
reimburse such Holder, such underwriter, or controlling person for
any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement
contained in this Paragraph 10 (a) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability, expenses or
action if such settlement is effected without the consent of the
Company nor shall the Company be liable in any such case for any such
loss, claim, damage, liability, expenses, or action to the extent
that it arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in connection
with such registration statement, preliminary prospectus, final
prospectus, or amendments or supplements thereto, in reliance upon
and in conformity with written information furnished expressly for
use in connection with such registration by any such Holder,
underwriter or controlling person.
(b) To the extent permitted by law, Holder will
indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the registration statement, each
person, if any, who controls the Company within the meaning of the
Act, and each agent and any underwriter for the Company (within the
meaning of the Act) against any losses, claims, damages, or
liabilities, joint or several, to which the Company and/or any such
director, officer, controlling person, agent, or underwriter may
become subject, under the Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus,
or any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such
registration statement, preliminary or final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity
with written information furnished by Holder expressly for use in
connection with such registration; and Holder will reimburse any
legal or other expenses reasonably incurred by the Company and/or any
such director, officer, controlling person, agent, or underwriter in
connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the indemnity
agreement contained in this Paragraph 10(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage,
liability, expense or action if such settlement is effected without
the consent of such Holder.
(c) Promptly after receipt by an indemnified party
under this paragraph of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this paragraph, notify the
indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof
with counsel mutually satisfactory to the parties. The failure to
notify an indemnifying party promptly of the commencement of any such
action, if prejudicial to his ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified
party under this paragraph, but the omission so to notify the
indemnifying party will not relieve him of any liability that he may
have to any indemnified party otherwise than under this paragraph.
11. Lockup Agreement. In consideration for the Company
agreeing to its obligations under this Agreement, each Holder agrees
in connection with any registration of the Company's securities, upon
the request of the Company or the underwriters managing any
underwritten offering of the Company's securities, not to sell, make
any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any Registrable Securities (other than, subject
to the requirements of Paragraphs 12 and 14, (a) those included in
the registration and (b) sale transactions not involving a public
offering, provided that the transferee of such Holder as a condition
thereto and in connection therewith, agrees to be bound by and joins
into this Paragraph 11), without the prior written consent of the
Company or such underwriters, as the case may be, for such period of
time not to exceed 90 days from the effective date of such
registration as the Company or the underwriters may specify. The
Company hereby agrees to give Holder among other things written
notice of the filing of a registration statement, for a proposed
underwritten offering to which the restrictions in this Paragraph 11
could apply if so requested.
12. Limitations on Assignment. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and
their successors and assigns; provided, that the registration rights
granted to WB in Paragraph 2 and Paragraph 3 hereof may not be
assigned or transferred in whole or in part (a) by WB to any
transferee other than to a limited or general partner of WB that (i)
was such a partner on the date of this Agreement, (ii) provided all
information reasonably requested by the Company in connection with
the issuance and sale of the Shares to WB on the date hereof and
(iii) agrees to be bound by and joins in this Agreement as a Holder
and thereby agrees among other things to provide all necessary
information to the Company pursuant to Paragraph 5 in connection with
a registration hereunder, and (b) by any such limited or general
partners of WB to whom Registrable Securities are distributed, except
that the registration rights of any such partner who is an individual
may be transferred to the legal estate of such individual partner who
shall die after the date hereof, so long as such estate agrees to be
bound by and joins in this Agreement as a Holder and thereby agrees
among other things to provide all necessary information to the
Company pursuant to Paragraph 5 hereunder.
13. Information. The Company covenants and agrees to use
its best efforts to make and keep public information available, as
required by Rule 144(c) under the Act, at all times from the second
anniversary of the date hereof to the third anniversary of the date
hereof, if any Registrable Securities shall then be outstanding. The
Company agrees to use its best efforts not to cause the Common Stock
to be removed from registration pursuant to Section 12 of the
Securities Exchange Act of 1934.
14. Restrictions on Resale. The Holders each agree not to
offer, sell, pledge, transfer or otherwise dispose of any Registrable
Securities from the date hereof to the date three months following
the date hereof, except (i) pursuant to Paragraph 2 or 3 hereof or
(ii) for transfers by WB to its limited or general partners in a pro
rata liquidating distribution that does not require any vote or
consent of any of such partners, provided that each of such partners
shall have agreed in writing to and to be bound by the provisions of
this Paragraph 14. Appropriate legends shall be placed on the
certificates representing the Registrable Securities to reflect any
applicable limitations on transfer or sale.
15. Termination. Unless sooner terminated pursuant to the
terms of this Agreement, the obligations of the Company pursuant to
Paragraphs 2 and 3 hereof as to any Holder's Registrable Securities
shall expire upon the earlier of: (i) the sale or other disposition
of such Registrable Securities by a Holder, other than a sale or
disposition permitted by Paragraph 14 hereof which is made together
with an assignment of this Agreement in compliance with Paragraph 12
hereof, (ii) two years following the date of this Agreement or (iii)
as to any Holder, the date when such Holder's Registrable Securities
then outstanding may be resold during the succeeding three-month
period without such Holder being required to deliver a prospectus
with respect thereto under the Act or the rules and regulations
promulgated thereunder. In addition to the foregoing, the
obligations of the Company pursuant to this Agreement shall terminate
as to any Holder which notifies the Company in writing that it does
not wish to have its Shares registered under Paragraph 2 hereof.
16. Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement among the parties
with respect to the subject matter hereof and supersedes all prior
agreements and negotiations relating thereto.
17. Governing Law. This Agreement, together with the
rights and obligations of the parties hereunder shall be governed by
and construed and enforced in accordance with the laws of the State
of Delaware without regard to any jurisdiction's conflicts of laws
provisions.
18. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
19. Titles and Subtitles. The titles and subtitles used
in this Agreement are for convenience only and are not to be
considered in construing or interpreting this Agreement.
20. Notices. Any notice, request or other communication
required or permitted under this Agreement shall be given in writing
and shall be deemed to be effectively given upon (i) personal
delivery, (ii) delivery by U.S. Express Mail or other overnight
courier service which provides evidence of delivery, (iii) legible
facsimile transmission, or (iv) the expiration of three (3) days
following deposit with the United States Postal Service, by
registered or certified mail, postage prepaid, addressed, in each
case, as follows:
If to the Company:
Adelphia Communications Corporation
Attn: Xxxx Xxxx
Xxxxx X. Xxxxxx
0 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxx Xxxxxxxxx Professional
Corporation
5800 USX Tower, 000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Holder:
WB Cable Associates, Ltd.
c/o Xxxxxx X. Xxxxxx, Chairman
Xxxxxx & Associates, Inc.
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxx, Esq.
Hall & Xxxxx
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address as any party may designate by ten (10) days
advance written notice to the other party in accordance with the
provisions of this Paragraph.
21. Amendments. This Agreement may not be amended without
the written consent of the Company and the holders of at least a
majority in interest of the then outstanding Registrable Securities.
IN WITNESS WHEREOF, the undersigned have caused this
Agreement to be executed by a duly authorized representative as of
the day first above written.
HOLDER:
WB CABLE ASSOCIATES, LTD.
By: WBC Management Limited Partnership,
its General Partner
By: West Boca Cablevision Management Corp.,
its General Partner
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Pres.
COMPANY:
ADELPHIA COMMUNICATIONS CORPORATION
BY: /s/ XxXxxxx X. Xxxxxxx
NAME: XxXxxxx X. Xxxxxxx
TITLE: Vice President
