EXHIBIT 2.01
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"First Amendment") is dated as of July 12, 1999 among Adelphia Communications
Corporation, a Delaware corporation ("Parent"), Adelphia Acquisition Subsidiary,
Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent
("Merger Sub"), and Century Communications Corp., a New Jersey corporation (the
"Company").
RECITALS
A. Parent, Merger Sub and the Company are parties to an
Agreement and Plan of Merger dated as of March 5, 1999, as amended from time to
time (the "Merger Agreement"), pursuant to which the Company will merge with and
into Merger Sub with Merger Sub as the surviving corporation, all upon the terms
and subject to the conditions set forth in the Merger Agreement.
B. In accordance with Section 10.03 of the Merger Agreement,
the parties desire to enter into this First Amendment to amend the Merger
Agreement as provided herein.
C. Capitalized terms used in this First Amendment and not
defined herein shall have the meanings given to such terms in the Merger
Agreement.
In consideration of the premises and the respective covenants
and agreements set forth herein, the parties agree as follows.
SECTION 1. Merger Mechanics. Sections 1.02 through
1.13 of the Merger Agreement are hereby amended and restated in their entirety
as follows.
Section 1.02 Conversion of Shares. At the Effective Time:
(a)(i) Subject to the limitations set forth in Section
1.02(a)(iii), each share of Class A capital stock of the Company, par
value $0.01 per share (the "Class A Company Common Stock"), issued and
outstanding immediately prior to the Effective Time (x) will be
converted into the right to receive the Century Class A Per Share Stock
Amount (as defined in Section 1.03) or (y) at the election of the
holder thereof, which election will be available on a share-by-share
basis as provided in Section 1.04, will be converted into the right to
receive the Century Class A Per Share Cash Amount (as defined in
Section 1.03).
(ii) Subject to the limitations set forth in Section
1.02(a)(iii), each share of Class B capital stock of the Company, par
value $0.01 per share (the "Class B Company Common Stock" and together
with the Class A Company Common Stock, the ("Company Common Stock"),
issued and outstanding immediately prior to the Effective Time (x) will
be converted into the right to receive the Century Class B Per Share
Stock Amount (as defined in Section 1.03) or (y) at the election of the
holder thereof, which election will be available on a share-by-share
basis as provided in Section 1.04, will be converted into the right to
receive the Century Class B Per Share Cash Amount (as defined in
Section 1.03).
(iii) Notwithstanding any provision contained herein to the
contrary (including the Cash Elections and the Stock Elections), at the
Effective Time (excluding shares held by Dissenting Shareholders), (w)
not more than twenty and 76/100 percent (20.76%) of the shares of Class
A Company Common Stock outstanding immediately prior to the Effective
Time (excluding shares held by Dissenting Shareholders) will be
converted into the right to receive the Century Class A Per Share Cash
Amount, (x) not more than seventy-nine and 24/100 percent (79.24%)
shares of Class A Company Common Stock outstanding immediately prior to
the Effective Time (excluding shares held by Dissenting Shareholders)
will be converted into the right to receive the Century Class A Per
Share Stock Amount, (y) not more than twenty-four and 54/100 percent
(24.54%) shares of Class B Company Common Stock outstanding immediately
prior to the Effective Time (excluding shares held by Dissenting
Shareholders) will be converted into the right to receive the Century
Class B Per Share Cash Amount and (z) not more than seventy-five and
46/100 percent (75.46%) shares of Class B Company Common Stock
outstanding immediately prior to the Effective Time (excluding shares
held by Dissenting Shareholders) will be converted into the right to
receive the Century Class B Per Share Stock Amount.
(b) Each share of Company Common Stock held by the Company as
treasury stock or owned by Parent or any of the Parent Subsidiaries immediately
prior to the Effective Time will be canceled, and no payment will be made with
respect thereto.
(c) Each issued and outstanding share of capital stock of
Merger Sub will remain outstanding and will be unchanged as a result of the
Merger.
Section 1.03 Merger Consideration. Subject to Section 1.04(f)
hereof, the term "Merger Consideration" means: (a) for each share of Class A
Company Common Stock with respect to which an election to receive shares of the
Class A Common Stock, par value $.01 per share, of the Parent ("Parent Common
Stock") has been made or deemed made pursuant to Section 1.04 and not revoked
(the "Class A Stock Election"), the right to receive 0.77269147 shares of Parent
Common Stock (the "Century Class A Per Share Stock Amount"), (b) for each share
of Class A Company Common Stock with respect to which an election to receive
cash has been made pursuant to Section 1.04 and not revoked (the "Class A Cash
Election"), the right to receive $44.14 in cash (the "Century Class A Per Share
Cash Amount"), (c) for each share of Class B Company Common Stock with respect
to which an election to receive shares of Parent Common Stock has been made or
deemed made pursuant to Section 1.04 and not revoked (the "Class B Stock
Election" and together with the Class A Stock Election, the "Stock Election"),
the right to receive 0.84271335 shares of Parent Common Stock (the "Century
Class B Per Share Stock Amount"), and (d) for each share of Class B Company
Common Stock with respect to which an election to receive cash has been made
pursuant to Section 1.04 and not revoked (the "Class B Cash Election" and
together with the Class A Cash Election "the "Cash Election"), the right to
receive $48.14 in cash (the "Century Class B Per Share Cash Amount").
2
Section 1.04 Cash and Stock Elections; Proration.
(a) Each Person who, at the Effective Time, is a record holder
of Company Common Stock (other than Dissenting Shareholders and holders of
shares to be canceled as set forth in Section 1.02(b)) will have the right to
submit an Election Form (as defined in Section 1.04(b)) specifying the number of
shares of Company Common Stock that such Person desires to have converted into
the right to receive, subject to Section 1.04(f) hereof, (i) the Century Class A
Per Share Stock Amount pursuant to a Class A Stock Election, (ii) the Century
Class A Per Share Cash Amount pursuant to a Class A Cash Election, (iii) the
Century Class B Per Share Stock Amount pursuant to a Class B Stock Election or
(iv) the Century Class B Per Share Cash Amount pursuant to a Class B Cash
Election.
(b) The Parent will prepare a form of election, which form
will be subject to the reasonable approval of the Company (the "Election Form"),
to be mailed by the Company with the Proxy Statement/Prospectus (as defined in
Section 7.03(b)) to the record holders of Company Common Stock as of the record
date for the Company Shareholder Meeting (as defined in Section 7.03(a)). The
Company will use its reasonable best efforts to make the Election Form available
to all persons who become record holders of Company Common Stock during the
period between such record date and the Election Deadline (as defined in Section
1.04(c)) and to all holders of outstanding Options (as defined in Section
1.14(a)).
(c) Any Cash Election will have been validly made only if the
Exchange Agent (as defined in Section 1.05) shall have received, by 5:00 p.m.
(New York City time) on the Business Day immediately preceding the Closing Date
(the "Election Deadline"), an Election Form properly completed and executed by
such holder accompanied by the certificates for the shares of Company Common
Stock to which such Election Form relates, or by an appropriate guarantee of
delivery of such certificates from a member of any registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company in the United States as set forth in such
Election Form. Holders of outstanding Options that become exercisable and vested
at the Effective Time may deliver an Election Form to the Exchange Agent
relating to shares of Class A Company Common Stock issuable upon exercise of
such Options up to 5:00 p.m. (New York City time) on the Closing Date. Holders
of record of shares of Company Common Stock who hold such shares as nominees,
trustees or in other representative capacities may submit multiple Election
Forms, provided that such holder certifies that each such Election Form covers
all the shares of Company Common Stock held by each such holder for a particular
beneficial owner.
(d) Any holder of Company Common Stock may revoke such
holder's election by written notice to the Exchange Agent received by the close
of business on the day prior to the Election Deadline. All Election Forms
automatically will be revoked if the Exchange Agent is notified in writing by
Parent and the Company that this Agreement has been terminated. The
determination of the Exchange Agent will be binding as to whether or not (i)
Election Forms have been properly completed, signed and submitted or revoked and
(ii) immaterial defects in an Election Form should be disregarded. The Exchange
Agent will be under no obligation to notify any person of any defect in an
Election Form submitted to the Exchange Agent.
3
(e) As of the Election Deadline, to the extent that a holder
of Company Common Stock (i) shall not have submitted to the Exchange Agent an
effective, properly completed Election Form with respect to all or certain of
the shares held by such holder (including shares held by Dissenting Shareholders
as of the Election Deadline as to which appraisal rights are subsequently
withdrawn, not perfected or forfeited) or (ii) shall have properly revoked and
not properly submitted to the Exchange Agent a subsequent Election Form with
respect to all or certain of the shares, such holder will be deemed to have made
the Class A Stock Election or Class B Stock Election, as applicable, with
respect to such shares.
(f)(i) If the aggregate number of shares of Class A Company
Common Stock with respect to which Class A Cash Elections have been made exceeds
the aggregate number of shares of Class A Company Common Stock which, pursuant
to Section 1.02(a)(iii) hereof, may be converted into the right to receive cash
in the Merger, then,
(A) each share of Class A Company Common Stock with
respect to which a Class A
Stock Election shall have been made shall be converted into the right to receive
the Century Class A Per Share Stock Amount; and
(B) each share of Class A Company Common Stock with
respect to which a Class A
Cash Election shall have been made shall be converted into the right to receive:
(1) the amount in cash, without interest,
equal to the product of (x) the Century Class A Per Share Cash Amount and (y) a
fraction (the "Class A Cash Fraction"), the numerator of which shall be the
aggregate number of shares of Class A Company Common Stock which, pursuant to
Section 1.02(a)(iii) hereof, may be converted into the right to receive cash in
the Merger, and the denominator of which shall be the aggregate number of shares
of Class A Company Common Stock with respect to which Class A Cash Elections
shall have been made, and
(2) the number of shares of Parent Common
Stock equal to the product of (x) the Century Class A Per Share Stock Amount and
(y) a fraction equal to one minus the Class A Cash Fraction.
(ii) If the aggregate number of shares of Class A Company
Common Stock with respect to which Class A Stock Elections have been made
exceeds the aggregate number of shares of Class A Company Common Stock which,
pursuant to Section 1.02(a)(iii) hereof, may be converted into the right to
receive Parent Common Stock in the Merger, then,
(A) each share of Class A Company Common Stock with
respect to which a Class A
Cash Election shall have been made shall be converted into the right to receive
the Century Class A Per Share Cash Amount; and
(B) each share of Class A Company Common Stock with
respect to which a Class A Stock Election shall have been made shall be
converted into the right to receive:
(1) the number of shares of Parent Common
Stock equal to the product of (x) the Century Class A Per Share Stock Amount and
4
(y) a fraction (the "Class A Stock Fraction"), the numerator of which shall be
the aggregate number of shares of Class A Company Common Stock which, pursuant
to Section 1.02(a)(iii) hereof, may be converted into the right to receive
Parent Common Stock in the Merger, and the denominator of which shall be the
aggregate number of shares of Class A Company Common Stock with respect to which
Class A Stock Elections shall have been made, and
(2) the amount in cash, without interest,
equal to the product of (x) the Century Class A Per Share Cash Amount and (y) a
fraction equal to one minus the Class A Stock Fraction.
(iii) If the aggregate number of shares of Class A Company
Common Stock with respect to which Class A Cash Elections have been made equals
the aggregate number of shares of Class A Company Common Stock which, pursuant
to Section 1.02(a)(iii) hereof, may be converted into the right to receive cash
and Parent Common Stock in the Merger, then,
(A) each share of Class A Company Common Stock with
respect to which a Class A Stock Election shall have been made shall be
converted into the right to receive the Century Class A Per Share Stock Amount;
and
(B) each share of Class A Company Common Stock with
respect to which a Class A Cash Election shall have been made shall be converted
into the right to receive the Century Class A Per Share Cash Amount.
(iv) If the aggregate number of shares of Class B Company
Common Stock with respect to which Class B Cash Elections have been made exceeds
the aggregate number of shares of Class B Company Common Stock which, pursuant
to Section 1.02(a)(iii) hereof, may be converted into the right to receive cash
in the Merger, then,
(A) each share of Class B Company Common Stock with
respect to which a Class B Stock Election shall have been made shall be
converted into the right to receive the Century Class B Per Share Stock Amount;
and
(B) each share of Class B Company Common Stock with
respect to which a Class B Cash Election shall have been made shall be converted
into the right to receive:
(1) the amount in cash, without interest,
equal to the product of (x) the Century Class B Per Share Cash Amount and (y) a
fraction (the "Class B Cash Fraction"), the numerator of which shall be the
aggregate number of shares of Class B Company Common Stock which, pursuant to
Section 1.02(a)(iii) hereof, may be converted into the right to receive cash in
the Merger, and the denominator of which shall be the aggregate number of shares
of Class B Company Common Stock with respect to which Class B Cash Elections
shall have been made, and
(2) the number of shares of Parent Common
Stock equal to the product of (x) the Century Class B Per Share Stock Amount and
(y) a fraction equal to one minus the Class B Cash Fraction.
5
(v) If the aggregate number of shares of Class B Company
Common Stock with respect to which Class B Stock Elections have been made
exceeds the aggregate number of shares of Class B Company Common Stock which,
pursuant to Section 1.02(a)(iii) hereof, may be converted into the right to
receive Parent Common Stock in the Merger, then,
(A) each share of Class B Company Common Stock with
respect to which a Class B Cash Election shall have been made shall be converted
into the right to receive the Century Class B Per Share Cash Amount; and
(B) each share of Class B Company Common Stock with
respect to which a Class B
Stock Election shall have been made shall be converted into the right to
receive:
(1) the number of shares of Parent Common
Stock equal to the product of (x) the Century Class B Per Share Stock Amount and
(y) a fraction (the "Class B Stock Fraction"), the numerator of which shall be
the aggregate number of shares of Class B Company Common Stock which, pursuant
to Section 1.02(a)(iii) hereof, may be converted into the right to receive
Parent Common Stock in the Merger, and the denominator of which shall be the
aggregate number of shares of Class B Company Common Stock with respect to which
Class B Stock Elections shall have been made, and
(2) the amount in cash, without interest,
equal to the product of (x) the Century Class B Per Share Cash Amount and (y) a
fraction equal to one minus the Class B Stock Fraction.
(vi) If the aggregate number of shares of Class B Company
Common Stock with respect to which Class B Cash Elections have been made equals
the aggregate number of shares of Class B Company Common Stock which, pursuant
to Section 1.02(a)(iii) hereof, may be converted into the right to receive cash
and Parent Common Stock in the Merger, then,
(A) each share of Class B Company Common Stock with
respect to which a Class B
Stock Election shall have been made shall be converted into the right to receive
the Century Class B Per Share Stock Amount; and
(B) each share of Class B Company Common Stock with
respect to which a Class B
Cash Election shall have been made shall be converted into the right to receive
the Century Class B Per Share Cash Amount.
Section 1.05 Letter of Transmittal. On or prior to the
Effective Time, Parent will authorize one or more commercial banks or trust
companies acceptable to the Company, organized under the laws of the United
States or any state thereof, to act as Exchange Agent hereunder (the "Exchange
Agent"). Promptly after the Effective Time, Parent will cause the Exchange Agent
to mail to each record holder of Company Common Stock at the Effective Time (i)
a letter of transmittal (the "Letter of Transmittal") that will specify that
delivery will be effected, and risk of loss and title to the certificates
formerly representing the Company Common Stock will pass, upon delivery of such
certificates to the Exchange Agent and will be in such form and have such other
provisions, including appropriate provisions with respect to back-up
6
withholding, as Parent reasonably may specify and (ii) instructions for use in
effecting the surrender of the certificates formerly representing shares of
Company Common Stock in exchange for the Merger Consideration.
Section 1.06 Deposit of Merger Consideration On or prior to
the Effective Time, Parent will deposit with the Exchange Agent, for the benefit
of the former holders of Company Common Stock, cash and certificates sufficient
to pay the Merger Consideration for all the shares of Company Common Stock. The
shares of Parent Common Stock into which shares of Company Common Stock will be
converted pursuant to the Merger will be deemed to have been issued at the
Effective Time for purposes of entitlement to dividends declared, if any, after
the Effective Time.
Section 1.07 Surrender and Payment.
(a) Upon surrender for cancellation to the Exchange Agent of a
certificate formerly representing shares of Company Common Stock, together with
the Letter of Transmittal, duly executed and completed in accordance with the
instructions thereto, the holder thereof will be entitled to receive (i) a
certified or bank cashier's check in the amount equal to the aggregate amount of
Merger Consideration that takes the form of cash which such holder has the right
to receive pursuant to the provisions of this Article I (including any dividends
or distributions related thereto which such former holder of Company Common
Stock is entitled to receive pursuant to the provisions of Section 1.07(c) and
any cash in lieu of fractional shares of Parent Common Stock pursuant to Section
1.09) and/or (ii) certificates representing the aggregate number of shares of
Parent Common Stock with respect to the Merger Consideration that takes the form
of Parent Company Stock which such holder has the right to receive pursuant to
the provisions of this Article I, less the amount of any required withholding
taxes, if any, in accordance with Section 1.10. After the Effective Time and
until so surrendered, each certificate representing shares of Company Common
Stock will represent for all purposes only the right to receive the Merger
Consideration.
(b) If the Merger Consideration (or any portion thereof) is to
be delivered to a Person other than the Person in whose name the surrendered
certificate or certificates are registered, it will be a condition of such
delivery that the surrendered certificate or certificates shall be properly
endorsed or otherwise be in proper form for transfer and that the Person
requesting such payment shall pay any transfer or other Taxes required by reason
of the delivery of the Merger Consideration to a Person other than the
registered holder of the surrendered certificate or certificates or such Person
shall establish to the satisfaction of the Exchange Agent that any such Tax has
been paid or is not applicable.
(c) No dividends or other distributions declared or made with
respect to Parent Common Stock on or after the Effective Time will be paid to
the holder of any certificate that theretofore evidenced shares of Company
Common Stock until such certificate is surrendered as provided in this Section
1.07. Upon such surrender, Parent will be pay to the holder of the certificates
evidencing shares of Parent Common Stock issued in exchange therefor, without
interest, the amount of dividends or other distributions with a record date
after the Effective Time payable with respect to shares of Parent Common Stock.
7
(d) Any portion of the Merger Consideration made available to
the Exchange Agent pursuant to Section 1.06 that remains unclaimed by holders of
shares of Company Common Stock two years after the Effective Time will be
returned to Parent upon demand. Any such holder who has not exchanged shares of
Company Common Stock for the Merger Consideration in accordance with this
Article I prior to that time thereafter will look only to Parent for payment of
the Merger Consideration in respect of such shares of Company Common Stock.
Section 1.08 Adjustments. If at any time during the period
between the date of this Agreement and the Effective Time, any change in the
outstanding shares of capital stock of Parent occurs, including by means of any
reclassification, recapitalization, stock split or combination, exchange or
readjustment of shares, or any stock dividend thereon with a record date during
such period, the Merger Consideration will be adjusted appropriately.
Section 1.09 Fractional Shares. No fractional shares of Parent
Common Stock will be issued in the Merger. All fractional shares of Parent
Common Stock that a holder of shares of Company Common Stock otherwise would be
entitled to receive as a result of the Merger will be aggregated. If a
fractional share results from such aggregation, in lieu thereof such holder will
be entitled to receive from Parent, promptly after the Effective Time, an amount
in cash determined by multiplying the closing price of a share of Parent Common
Stock on the Nasdaq National Market on the trading day immediately preceding the
Effective Time by the fraction of a share of Parent Common Stock to which such
holder would otherwise have been entitled.
Section 1.10 Withholding of Tax. Parent or the Exchange Agent
will be entitled to deduct and withhold from the consideration otherwise payable
pursuant to this Agreement to any former holder of Company Common Stock such
amounts as Parent or the Exchange Agent are required to deduct and withhold with
respect to the making of such payment under the Code, or any provision of state,
local or foreign Tax law. To the extent that amounts are so withheld by Parent
or the Exchange Agent, such withheld amounts will be treated for all purposes of
this Agreement as having been paid to the former holder of Company Common Stock
in respect of whom such deduction and withholding was made by Parent.
Section 1.11 Lost Certificates. If any certificate evidencing
Company Common Stock has been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the Person claiming such certificate to be lost,
stolen or destroyed and, if reasonably required by Parent, the posting by such
Person of a bond in such reasonable amount as Parent may direct as indemnity
against claims that may be made against it with respect to such certificate, the
Exchange Agent will issue in exchange for such lost, stolen or destroyed
certificate the Merger Consideration to which such Person may be entitled
pursuant to this Article I and cash and any dividends or other distributions to
which such Person may be entitled pursuant to Section 1.06(a).
Section 1.12 Stock Transfer Books. At the Effective Time, the
stock transfer books of the Company will be closed and there will be no further
registration of transfers of shares of Company Common Stock on the records of
the Company. Certificates formerly representing shares of Company Common Stock
that are presented to the Surviving Corporation after the Effective Time will be
8
canceled and exchanged for certificates representing shares of Parent Common
Stock.
Section 1.13 Shareholder Approval. This Agreement will be
submitted for adoption and approval to the holders of shares of Class A Company
Common Stock and the holders of shares of Class B Company Common Stock at the
Company Shareholder Meeting (as defined in Section 7.03) in accordance with the
provisions of this Agreement. The affirmative vote of a majority of the votes
cast by the holders of shares entitled to vote thereon of Class A Company Common
Stock and Class B Company Common Stock (voting as separate classes) is required
to approve this Agreement. No other approval of the Company's shareholders is
required in order to consummate the Merger.
Section 1.14 Stock Options and Restricted Stock. As of
the Effective Time:
(a) Each outstanding option (an "Option") to purchase shares
of Class A Company Common Stock granted under the Company's 1985 Stock Option
Plan, the 1993 Non-Employee Directors' Stock Option Plan and the 1994 Stock
Option Plan, or any similar plan or arrangement (collectively, the "Option
Plans"), whether or not then exercisable or vested, will become fully
exercisable and vested. Any restricted shares of Class A Company Common Stock
issued pursuant to the 1992 Management Equity Incentive Plan will become fully
vested and will cease to be restricted.
(b) Each outstanding Option, at the election of each holder of
such Option, which election will be available on an option-by-option basis,
either:
(i) will be exercised, effective as of the Effective
Time, and each share of Class A Company Common Stock issuable with
respect thereto will be converted into the right to receive, at the
election of each holder, subject to Section 1.04(f), either (x) the
Century Class A Per Share Cash Amount or (y) the Century Class A Per
Share Stock Amount, as provided in Sections 1.02 and 1.03; or
(ii) will be assumed by Parent and converted into an
option to purchase, on the same terms and conditions as were applicable
under the Option Plans (except as provided herein), shares of Parent
Common Stock with the exercise price, the number of shares purchasable
pursuant to such Option and the terms and conditions of exercise of
such Option to be determined according to Section 424 of the Code, as
more fully described in a notice accompanying the Proxy
Statement/Prospectus.
(c) Parent will take all corporate action necessary to reserve
for issuance a sufficient number of shares of Parent Common Stock for delivery
upon exercise of Options assumed by it in accordance with this Section 1.14.
Promptly after the Effective Time, Parent will file with the SEC a registration
statement on Form S-3 or S-8, as appropriate, covering the shares of Parent
Common Stock subject to such Options and will use its commercially reasonable
efforts to cause such registration statement to remain effective for so long as
such Options remain outstanding.
9
SECTION 2. Board of Directors. Section 7.12 of the Merger
Agreement is hereby amended and restated in its entirety as follows:
Section 7.12 Board of Directors. Parent agrees that from and
after the Effective Time, for so long as the Class B Shareholders and the
Century Permitted Assignees and Transferees (as defined below) own at least 10%
of the outstanding Common Stock of Parent (the "10% Requirement"), the Class B
Shareholders and the Century Permitted Assignees and Transferees shall be
entitled to nominate up to three members of Parent's board of directors (the
"Century Designees"). In the event any Century Designee ceases to serve as a
Director of Parent, whether as a result of his resignation, removal or
otherwise, his or her successor shall be named by the Century Designee who at
such time holds the most shares of Parent Common Stock, subject to approval by
the Parent, which approval will not be unreasonably withheld or delayed, to
serve until the next annual meeting of shareholders of Parent. Prior to the
Effective Time, Parent agrees to take all such action as is necessary so that
from and after the Effective Time, so long as the 10% Requirement is satisfied,
the Parent Board of Directors shall include Xxxxxxx Xxx, Xxxxx Xxxxxxxxx and
Xxxxxxx Xxxxxxxxx or such other persons designated by Xxxxxxx Xxx which are
reasonably acceptable to Parent. "Century Permitted Assignees and Transferees"
shall mean a person or entity (i) to whom Parent Common Stock has been
transferred from a Class B Shareholder or another Century Permitted Assignee and
Transferee and (ii) who or which is an affiliate, immediate family member or
descendant, in each case of Xxxxxxx Xxx, or a trust created for the benefit of
Xxxxxxx Xxx or an affiliate, immediate family member or descendant, in each case
of Xxxxxxx Xxx.
SECTION 3. Effect of First Amendment. Except as expressly
provided in this First Amendment, all terms and conditions of the Merger
Agreement shall remain in full force and effect without modification.
10
IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be duly executed by its respective authorized officer as of the day
and year first above written.
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxx Rigas_
Name: Xxxxxxx Xxxxx
Title:
ADELPHIA ACQUISITION SUBSIDIARY, INC.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title:
CENTURY COMMUNICATIONS CORP.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Chief Financial Officer
