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Exhibit 10.6
Registration Rights Letter Agreement
June 6, 1996
The Open Society Institute
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Winston Partners II LDC
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Winston Partners II LLC
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, XX 00000
Ladies/Gentlemen:
We refer to the Senior Note Purchase Agreement, as it may be amended,
supplemented or otherwise modified from time to time (as amended, supplemented
or otherwise modified, the "Note Purchase Agreement"), the Warrant Agreement
(as defined in the Note Purchase Agreement) and the Additional Notes (as
defined in the Note Purchase Agreement), each dated, or dated as of, the date
hereof, and executed among the undersigned (the "Company"), the Open Society
Institute ("OSI"), Winston Partners II LDC ("WPLDC") and Winston Partners II LLC
("WPLLC," and together with OSI and WPLDC, the "Rights Holders" and,
individually, a "Rights Holder"). Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Note Purchase Agreement,
or, as indicated herein, the Stock Purchase Agreement.
In connection with the purchase of the Additional Notes, the issuance
of the Warrants and the transactions contemplated by the Note Purchase
Agreement and the Warrant Agreement, and in consideration for and as an
inducement to the purchase by each of the Rights Holders of its Additional
Note, we hereby grant to each Rights Holder, with respect to all shares of the
Company's Common Stock that such Rights Holder may acquire (whether by exercise
of the Warrants or otherwise), on a most-favored-nation basis, all of the
registration rights and (with respect to all such shares of the Company's
Common Stock and, in addition, with respect to and upon the issuance of the
Warrants) all rights of first offer granted to any stockholder pursuant to the
Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of June 15,
1995 (a form of
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which is attached as Exhibit A), executed by the Company and certain
stockholders, which rights are no less favorable than the rights provided to
any of the Company's stockholders pursuant to any other stock purchase
agreement, any other agreement, or otherwise. Such rights include, without
limitation, (A) unlimited rights to demand registration after the Company
qualifies as an S-3 Registrant (limited to one such registration in any 12
month period), as set forth in Section 6.2 of the Stock Purchase Agreement; (B)
unlimited piggyback registration rights, as set forth in Section 6.3 thereof;
(C) the Company's payment of all expenses (with certain exceptions) incurred
with respect to such registrations, as set forth in Section 6.4 thereof; and (D)
the right of first offer to purchase a pro rata share of any issue of "New
Securities" as defined in the Stock Purchase Agreement, which right shall not
expire prior to an initial public offering of the Company, as set forth in
Section 8.11 of the Stock Purchase Agreement.
In the event that the Company effects or causes to be effected any
amendments to the Stock Purchase Agreement that would diminish or restrict in
any way the registration rights or the rights of first offer granted to
stockholders under the Stock Purchase Agreement, such amendment shall in no way
diminish, restrict or otherwise apply to or affect the registration rights,
rights of first offer to purchase New Securities or any other rights granted to
each Rights Holder hereunder and under the Stock Purchase Agreement as now in
effect. In the event the Company amends the Stock Purchase Agreement to
increase or enhance the registration rights or rights of first offer of any
stockholder, or if the Company otherwise agrees to enhance or increase such
rights, or if such rights are increased or enhanced for any other reason or in
any other manner, each Rights Holder will automatically and immediately benefit
from and receive such increased or enhanced rights with no further action
required by any Rights Holder, and this agreement shall be deemed to be amended
to incorporate such increased or enhanced rights. The Company shall notify each
Rights Holder immediately in writing of any such amendments or other agreements
or occurrences.
In addition to any other transfer rights granted to each Rights Holder
pursuant to the terms of the Stock Purchase Agreement, any Rights Holder may
assign or transfer its rights under this agreement to any transferee to which
such Rights Holder transfers its Warrants, its Additional Note, or the shares
of Common Stock issued to such Rights Holder upon exercise of its Warrants in
accordance with the Note Purchase Agreement or the Warrant Agreement, as the
case may be.
Notwithstanding any provision of the Stock Purchase Agreement or any
other document or agreement to the contrary, each Rights Holder and its
transferees shall, immediately upon the issuance of the Warrants, be entitled
to the full benefit of and shall be entitled to exercise all rights of first
offer granted hereby or otherwise with respect to any issue of New Securities,
whether or not any of the Warrants have been exercised by any Rights Holder.
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This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York, and may be executed in counterparts by
the parties hereto, each of which counterparts shall be an original and all of
which taken together shall constitute one and the same letter agreement.
Delivery of an executed counterpart of a signature page of this agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this agreement.
Very truly yours,
Global TeleSystems Group, Inc.
By: /s/ X.X. Xxxxxxxxx
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Name: X.X. Xxxxxxxxx
Accepted and Agreed to by:
The Open Society Institute
By: [ILLEGIBLE]
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Name:
Winston Partners II LDC
By: [ILLEGIBLE]
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Name: Curacao Corporation Company, N.V.
Sole Director
Winston Partners II LLC
By: Chatterjee Advisors LLC.
Its Sole Manager
By: /s/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Winston Partners, L.P.
By: Chatterjee Fund Management, L.P.
Its General Partner
By:
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Name:
