EXHIBIT 10.02
RIGAS CLASS B VOTING AGREEMENT
THIS VOTING AGREEMENT (this "Voting Agreement") is dated as of
March 5, 1999 among Century Communications Corp., a New Jersey corporation
("Century"), and certain of the holders of Class B Common Stock of Adelphia
Communications Corporation, a Delaware corporation (the "Company"), identified
on Schedule 1 (the "Class B Stockholders").
RECITALS
A. The Company, Adelphia Acquisition Subsidiary, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Company ("Merger
Sub"), and Century have entered into an Agreement and Plan of Merger, dated as
of the date hereof (the "Merger Agreement"), providing for the merger of Century
with and into Merger Sub, on the terms, and subject to the conditions, set forth
therein.
B As an inducement to Century to enter into the Merger
Agreement and to incur the obligations set forth therein, the Class B
Stockholders have agreed to enter into this Voting Agreement concurrently with
the execution and delivery of the Merger Agreement.
In consideration of the premises and the respective
representations, warranties, covenants, and agreements set forth herein, the
Class B Stockholders agree as follows.
Section 1. Definitions. Capitalized terms used but not
defined herein will have the meanings ascribed to them in the Merger Agreement.
Section 2. Representations and Warranties of the Class B
Stockholders. Each Class B Stockholder, severally and not jointly, represents
and warrants to Century in respect to himself as follows:
(a) Authority. Such Class B Stockholder has all requisite
power and authority to enter into this Voting Agreement and to comply with its
obligations hereunder. This Voting Agreement has been duly executed and
delivered by such Class B Stockholder and constitutes the valid and binding
obligation of such Class B Stockholder, enforceable in accordance with its terms
except as may be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and other similar laws affecting creditors' rights generally
and by equitable principles of general applicability.
(b) Non-contravention. The execution and delivery of this
Voting Agreement do not, and compliance with such Class B Stockholder's
obligations hereunder will not, (i) contravene or conflict with or constitute a
violation of any provision of any law, regulation, judgment, injunction, order
or decree binding upon or applicable to such Class B Stockholder or the
Certificate of Incorporation or By-laws of the Company; (ii) result in a breach
or violation of or constitute a default (or an event that with the giving of
notice or the lapse of time or both would constitute a default) under or require
any consent, approval or authorization under any provision of any agreement for
borrowed money that is secured by a Lien upon the Class B Common Stock owned by
such Class B Stockholder or any trust or similar agreement applicable to the
Class B Common Stock owned by such Class B Stockholder.
(c) Ownership. Such Class B Stockholder is the record and
beneficial owner of, and has valid title to, the shares of Class B Common Stock
(the "Class B Shares") and Options, if any, set forth opposite the name of such
Class B Stockholder on Schedule 1 free and clear of any Lien (other than any
Lien deemed to be created hereby and restrictions arising under federal and
state securities laws and that certain Class B Stockholder Agreement, dated as
of July 1, 1986, by and among the Company, the Class B Stockholders and certain
other holders of the Class B Common Stock of the Company (the "Rigas Class B
Stockholder Agreement")). Except as set forth in the Rigas Class B Stockholder
Agreement, such Class B Stockholder has the sole right to vote such Class B
Shares and any shares of Class A Company Common Stock issuable on exercise of
such Options or on conversion of such Class B Shares. Nothing contained in the
Rigas Class B Stockholder Agreement will limit the ability of any Class B
Stockholder from complying with his obligations under this Agreement.
(d) Merger Agreement. Each Class B Stockholder understands and
acknowledges that Century is entering into the Merger Agreement in reliance upon
the Class B Stockholder's execution and delivery of this Agreement.
Section 3. Agreement to Vote. Until the earlier of (i)
termination of the Merger Agreement pursuant to Section 9.01 thereof or (ii) the
Effective Time, each Class B Stockholder, severally and not jointly, agrees
that, at any meeting of stockholders of the Company or at any adjournment
thereof or in any other circumstances upon which his vote, consent or approval
(including written consent) is sought, such Class B Stockholder will vote, or
cause to be voted (including by execution of a written consent), his Class B
Shares: (i) in favor of each item or proposal of the Company necessary to effect
the Merger and each of the other transactions contemplated by the Merger
Agreement and the calling of any stockholder meeting to consider any of the
foregoing; and (ii) against any amendment to the Company's Certificate of
Incorporation or By-laws or other proposal, which amendment or proposal would
impede, frustrate, prevent or nullify the Merger or the Merger Agreement or any
of the transactions contemplated by the Merger Agreement or change the voting
rights of any class of capital stock of the Company.
Section 4. Covenants of the Class B Stockholders. Until the
termination of this Voting Agreement pursuant to Section 5, each Class B
Stockholder, severally and not jointly, agrees as follows:
(a) Except as provided in the immediately succeeding sentence
or pursuant to this Voting Agreement, such Class B Stockholder will not: (i)
sell, transfer, pledge, assign or otherwise encumber or dispose of (a
"Transfer"), or enter into any contract, option or other arrangement with
respect to a Transfer of, such Class B Stockholder's Class B Shares to any
Person; (ii) convert such Class B Shares to Class A Common Stock; or (iii) enter
into any voting arrangement, whether by proxy, power of attorney, voting
agreement, voting trust or otherwise, with respect to the Class B Shares, other
than any agreement that amends or restates the Rigas Class B Stockholder
Agreement and that is not inconsistent with the obligations of such Class B
Stockholder hereunder. Each Class B Stockholder, for estate planning or similar
purposes, may, on notice to Century, Transfer Class B Shares to a transferee
following the due execution and delivery to Century by such transferee of a
counterpart to this Voting Agreement.
(b) Such Class B Stockholder will not take any action that
would in any way restrict, limit or interfere with the performance of such Class
B Stockholder's obligations hereunder or the transactions contemplated hereby.
Section 5. Termination. This Agreement will terminate on the
earlier of (i) June 5, 2000, (ii) the Effective Time or (iii) termination of the
Merger Agreement pursuant to Section 9.01 thereof.
Section 6. Stockholder Capacity. No Class B Stockholder who is
a director or officer of the Company makes any agreement in this Voting
Agreement in his capacity as such director or officer. Each Class B Stockholder
is entering into this Voting Agreement solely in such Person's capacity as a
stockholder of the Company. The provisions of this Voting Agreement shall not
apply to actions taken or omitted to be taken by any such Person in his capacity
as a director or office of the Company.
Section 7. Enforcement. The parties agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement in a court of the United
States. This being in addition to any other remedy to which they are entitled at
law or in equity. In addition, each of the parties hereto waives any right to
trial by jury with respect to any claim or proceeding related to or arising out
of this Agreement or any of the transactions contemplated hereby.
EACH CLASS B STOCKHOLDER AGREES THAT, IN CONNECTION WITH ANY
LEGAL SUIT OR PROCEEDING ARISING WITH RESPECT TO THIS AGREEMENT, IT SHALL SUBMIT
TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
DELAWARE AND AGREES TO VENUE IN SUCH COURTS. EACH CLASS B STOCKHOLDER HEREBY
APPOINTS THE SECRETARY OF THE COMPANY AS HIS OR HER AGENT FOR SERVICE OF PROCESS
FOR PURPOSES OF THE FOREGOING SENTENCE ONLY. EACH PARTY HERETO WAIVES ANY RIGHT
TO JURY TRIAL IN CONNECTION WITH ANY SUCH SUIT OR PROCEEDING.
Section 8. Miscellaneous.
(a) All notices, requests and other communications to any
party hereunder shall be in writing and shall be deemed to have been duly given
when delivered in person, by overnight courier or by facsimile to the respective
parties as follows:
If to Century:
Century Communications Corp.
00 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Office of the President
with a copy to:
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxx
If to any of the Class B Stockholders, to their respective
addresses set forth on Schedule 1, with a copy to:
Xxxxxxxx Xxxxxxxxx Professional Corporation
Xxx Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Attention: Xxxxx X. Xxxxxx
Xxxx X. Xxxxxxxxxxxx
or such other address or facsimile number as such party may specify for the
purpose by written notice to the other parties. Each such notice, request or
other communication will be effective: (i) if delivered in person, when such
delivery is made at the address specified in this Section 8(a); (ii) if
delivered by reputable overnight courier, the next business day after such
notice, request or other communication is sent to the address specified in this
Section 8(a); or (iii) if delivered by facsimile, when such facsimile is
transmitted to the facsimile number specified in this Section 8(a) and the
appropriate confirmation is received.
(b) The representations and warranties and agreements
contained herein and in any certificate or other writing delivered pursuant
hereto will not survive beyond the termination of this Voting Agreement.
(c) This Agreement may not be amended except by an instrument
in writing signed on behalf of Century and Class B Stockholders holding a
majority of the Class B Shares subject to this Agreement.
(d) This Agreement will be construed in accordance with and
governed by the law of the State of Delaware applicable to agreements entered
into and to be performed wholly within such State.
(e) This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This Agreement will
become effective when each party shall have received counterparts hereof signed
by all of the other parties.
IN WITNESS WHEREOF, each of the parties has caused
this Voting Agreement to be duly executed as of the day and year first above
written.
CENTURY COMMUNICATIONS CORP.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Chief Financial Officer
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
/s/Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
SCHEDULE 1
Class B Stockholder Class B Shares Options
Xxxx X. Xxxxx
Adelphia Communications Corporation 5,785,055 None.
Xxxx xx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
==========================
Xxxxxxx X. Xxxxx 1,818,021 None.
Adelphia Communications Corporation
Xxxx xx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
==========================
Xxxxxxx X. Xxxxx 1,818,021 None.
Adelphia Communications Corporation
Xxxx xx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
==========================
Xxxxx X. Xxxxx 1,053,685 None.
Adelphia Communications Corporation
Xxxx xx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
==========================
