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EXHIBIT 10.27
FORM OF AMENDED AND RESTATED
STOCKHOLDERS' AGREEMENT
dated as of November __, 1999
among
CLASSIC COMMUNICATIONS, INC.,
BRERA CLASSIC, LLC,
and
the additional parties named herein.
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TABLE OF CONTENTS
Page
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1. Definitions................................................................................2
2. Election of Directors and Related Matters..................................................4
2.1 Board Voting......................................................................4
2.2 Chairmen..........................................................................5
2.3 Removal...........................................................................5
2.4 Vacancy...........................................................................6
2.5 Independence......................................................................6
2.6 Preferred Stock...................................................................6
2.7 Termination of Rights.............................................................6
2.8 Observer Rights...................................................................6
2.9 Term..............................................................................7
2.10 Star Cable Associates.............................................................7
3. Miscellaneous..............................................................................7
3.1 Confidentiality...................................................................7
3.2 Successors and Assigns............................................................8
3.3 Specific Performance..............................................................8
3.4 Entire Agreement; Amendment.......................................................8
3.5 Expenses and Attorneys' Fees......................................................8
3.6 Notices...........................................................................8
3.7 Severability.....................................................................10
3.8 Headings.........................................................................10
3.9 Counterparts.....................................................................10
3.10 Representations and Warranties...................................................10
3.11 Governing Law....................................................................10
3.12 Consent to Jurisdiction and Service of Process;
Appointment of Agent for Service of Process......................................10
3.13 Waiver of Jury Trial.............................................................11
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AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
THIS AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this
"Agreement"), dated as of November __, 1999, is by and among Classic
Communications, Inc., a Delaware corporation (the "Company"), Brera Classic,
LLC, a Delaware limited liability company (together with its Permitted
Transferees (as defined herein) "Brera"), J. Xxxxxxx Xxxxxxx (together with his
Permitted Transferees, "Xxxxxxx"), Xxxxxx X. Seach (together with his Permitted
Transferees, "Seach") and Xxxxx X. Xxxxxxxx (together with his Permitted
Transferees, "Xxxxxxxx") (Xxxxxxx, Seach and Xxxxxxxx are collectively known as
"Management Stockholders" and individually as a "Management Stockholder"), BT
Capital Partners, Inc., a Delaware corporation ("BT Capital"), Union Bancal
Venture Corporation, a Delaware corporation ("Union Bancal"), The Chase
Manhattan Bank, N.A. ("Chase"), Austin Ventures, L.P., a Delaware limited
partnership ("Austin"), Austin Ventures III-A, L.P., a Delaware limited
partnership ("Austin III-A"), Austin Ventures III-B, L.P., a Delaware limited
partnership ("Austin III-B") (Austin, Austin III-A, and Austin III-B are
collectively referred to as "Austin Ventures"), Texas Growth Fund, a trust fund
created by the Constitution of the State of Texas ("Growth Fund"), and BA
Capital Company, L.P., successor in interest to NationsBanc Capital Corp., a
Texas Corporation ("BA Capital") (Austin, Austin III-A, Austin III-B, Union
Bancal, Chase, Growth Fund, BT Capital, BA Capital and the other signatories
hereto and their Permitted Transferees are collectively referred to as the
"Investors" and individually as an "Investor").
WHEREAS, the parties to this Agreement hold Common Stock of
the Company and warrants to purchase Common Stock;
WHEREAS, the parties to this Agreement are parties to the
Stockholders' Agreement, dated as of July 28, 1999 (the "Original Stockholders'
Agreement");
WHEREAS, the Company is in the process of conducting an
Initial Public Offering of its Class A Voting Common Stock; and
WHEREAS, the parties to this Agreement wish to amend and
restate in full the Original Stockholders' Agreement, effective as of the
closing of the Initial Public Offering, (the "Closing") in light of the
Company's status as a public company following the IPO and the requirements of
the Nasdaq National Market relating to independent directors.
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NOW, THEREFORE, in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the receipt of
and sufficiency of which is hereby acknowledged, the parties hereto hereby agree
that:
AGREEMENT
1. Definitions
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When used in this Agreement, the following terms shall have
the meanings specified:
1.1 "Affiliate" as applied to any Person, means any other
Person directly or indirectly controlling, controlled by or under common control
with that Person. The term "control" (including, with correlative meanings, the
terms "controlling," "controlled by" and "under common control with"), as
applied to any Person, means the possession, directly or indirectly, of power to
direct the management and policies of that Person, whether through voting power,
by contract or otherwise.
1.2 "Agreement" has the meaning set forth in the preamble
hereto.
1.3 "Xxxxxxx" means J. Xxxxxxx Xxxxxxx.
1.4 "Board" means the Board of Directors of the Company.
1.5 "Brera" means, collectively, Brera Classic, LLC, a
Delaware limited liability company and its Permitted Transferees.
1.6 "Brera Director" has the meaning set forth in Section
2.1(a)(i).
1.7 "Bylaws" means the Bylaws of the Company, as amended or
restated from time to time.
1.8 "Certificate of Incorporation" means the Company's
Amended and Restated Certificate of Incorporation, as amended or restated from
time to time.
1.9 "Class I Director" has the meaning set forth in Section
2.1(b)(i).
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1.10 "Class II Director" has the meaning set forth in Section
2.1(b)(ii).
1.11 "Class III Director" has the meaning set forth in Section
2.1(b)(iii).
1.12 "Closing" has the meaning set forth in the recitals
hereto.
1.13 "Common Stock" means the Voting Common Stock and
Nonvoting Common Stock, par value $0.01 per share, of the Company.
1.14 "Company" means Classic Communications, Inc., a Delaware
corporation, and its successors and assigns.
1.15 "Current Investor Director" means Xxxx Xxxxxx for so long
as he serves as a director of the Company pursuant to Section 2.1 or his
replacement selected pursuant to Section 2.4.
1.16 "Equity Securities" means any class of capital stock of
the Company and all securities convertible into or rights to purchase capital
stock of the Company, if any, including any warrants and options and any and all
other equity securities of the Company or securities convertible into or
exchangeable for such securities or issued as a distribution with respect to or
in exchange for such securities.
1.17 "Fully Diluted Basis" means all outstanding shares of
Equity Securities plus all shares of Equity Securities issuable upon the
conversion of any other securities of the Company (including the exercise of any
warrants) in each case without regard to the voting rights attached to such
shares.
1.18 "GAAP" means United States generally accepted accounting
principles, consistently applied.
1.19 "Initial Public Offering" means a registered offering of
Common Stock that results in net proceeds to the Company of at least $100
million and listing of the Common Stock on a national securities exchange or the
Nasdaq National Market.
1.20 "Investor Director" has the meaning set forth in Section
2.1(a)(ii).
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1.21 "Investor Majority" means the holders of a majority of
Equity Securities held by the Investors.
1.22 "Management Stockholder" or "Management Stockholders" has
the meaning set forth in the preamble hereto.
1.23 "Permitted Transferee" or Permitted Transferees has the
meaning set forth in the Certificate of Incorporation.
1.24 "Person" means any natural person, corporation, firm,
joint venture, limited liability company, partnership, trust, unincorporated
organization, government or any department or agency of government or any other
entity.
1.25 "Seach" means Xxxxxx X. Seach.
1.26 "Securities Act" means the Securities Act of 1933, as
amended.
1.27 "Stockholder" or "Stockholders" means, collectively,
Brera, the Management Stockholders and the Investors.
2. Election of Directors and Related Matters.
2.1 Board Voting. Until such time as the Stockholders together
own less than 30% of the outstanding Common Stock on a Fully Diluted Basis (the
"Expiration Date"), the Company and each Stockholder agrees to take any and all
action necessary, including, without limitation, the voting of all of its Common
Stock, the execution of written consents, the calling of special meetings, the
removal of directors, the filling of vacancies in directorships on the Board,
the waiving of notice, the attendance of meetings and the amendment of the
Certificate of Incorporation or the Bylaws, so as to:
(a) cause the Board to consist of up to eleven (11) directors
composed of the following Persons:
(i) up to six (6) Persons designated by
Brera (the "Brera Directors");
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(ii) the chief executive officer of the
Company, initially Xxxxxxx for so long as he is employed by the
Company, and two other individuals selected by the Investor Majority,
provided that Seach shall hold one board seat, for so long as he is
employed by the Company, and the Current Investor Director shall hold
the other board seat until the Investor Majority decides otherwise
(the "Investor Directors"); and
(iii) two (2) Independent Directors (as
defined pursuant to Rule 4200 of the Marketplace Rules of the National
Association of Securities Dealers, Inc. or any successor provision
thereto, the "Independent Directors"), which shall be designated by a
majority vote of the Board.
(b) cause the Board to be divided into three classes as
follows:
(i) one class (the "Class I Directors") to
consist of up to two (2) Brera Directors and one (1) Investor Director
to serve until the first annual meeting of the Company following the
Closing and thereafter for additional terms of three years;
(ii) one class (the "Class II Directors") to
consist of up to two (2) Brera Directors, one (1) Investor Director and
one (1) Independent Director to serve until the second annual meeting
of the Company following the Closing and thereafter for additional
terms of three years; and
(iii) one class (the "Class III Directors") to
consist of up to two (2) Brera Directors, one (1) Investor Director and
one (1) Independent Director, to serve until the third annual meeting
of the Company following the Closing and thereafter for additional
terms of three years.
2.2 Chairmen. Brera will designate the chairman of the Board
and the chairman of each committee of the Board.
2.3 Removal. Unless required for the due exercise of their
fiduciary duties, the Stockholders will not take any action to remove any
director
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designated pursuant to this Section 2 without the prior written consent of the
Person who or which designated that director.
2.4 Vacancy. If any Brera Director or Investor Director (other
than the chief executive officer) ceases to serve as a member of the Board
during such representative's term of office, the resulting vacancy on the Board
shall be designated only by Brera or the Investor Majority, as the case may be,
but only upon such written direction and under no other circumstances. If
Xxxxxxx or Seach is terminated or otherwise ceases to be the chief executive
officer or chief financial officer, respec tively, of the Company (whether by
death, disability or otherwise), then such person shall be deemed to have
resigned from the Board and (a) in the case of Xxxxxxx, he will be replaced by
the new chief executive officer of the Company and (b) in the case of Seach, he
will be replaced by a director designated by the Investors consistent with the
terms and provisions of this Section 2.
2.5 Independence. Nothing contained in this Agreement shall
have the effect of causing any Brera Director, Investor Director or Independent
Director to be deemed to be the deputy of or otherwise required to discharge his
or her duties on the Board under the direction of, or with special attention to
the interests of, the person designating such Person to serve on the Board.
2.6 Preferred Stock. Nothing in this Agreement is intended to
affect the right, if any, of holders of preferred stock of the Company, voting
as a class, to elect additional directors to the Board as contained in the
certificate of designations with respect to such preferred stock.
2.7 Termination of Rights. If at any time any of the Investors
or Brera shall cease to own at least 2% of the outstanding Common Stock on a
Fully Diluted Basis, then Brera or such Investor, as the case may be, shall no
longer be entitled to participate in the designation of any member of the Board,
but shall be required to comply with this Agreement for so long as it holds at
least 1% of the outstanding Common Stock on a Fully Diluted Basis; provided that
if at any time the Investors as a group shall cease to own at least 4% of the
outstanding Common Stock on a Fully Diluted Basis, then the Investors as a group
shall no longer be entitled to participate in the designation of any member of
the Board.
2.8 Observer Rights. Each of Austin, Growth Fund, BT Capital
and BA Capital will have, so long as each remains party to this Agreement and
retains, together with its Affiliates, at least 2.5% of the Common Stock, the
rights to (a) receive notices of Board meetings along with the directors and (b)
send one
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representative to observe Board meetings, provided that the representative will
not have any right to vote at, participate in or disrupt the meeting, and
provided further that by sending a representative to a meeting, the Stockholder
agrees to be bound by all confidentiality and fiduciary duties that apply to
directors at such meetings. The Company will pay the reasonable out-of-pocket
expenses incurred in sending such an observer.
2.9 Term. The term of this Agreement shall become effective
and commence upon the Closing and terminate upon the Expiration Date.
2.10 Star Cable Associates. The parties to this Agreement
hereby agree that, upon (a) the execution by Star Cable Associates ("Star") of a
consent and joinder agreement pursuant to which Star agrees to be bound by all
of the provisions of this Agreement, and (b) the completion of the acquisition
of substantially all the assets of Star by Universal Cable Holdings, Inc.
("Universal") pursuant to the Asset Purchase Agreement, dated as of October 14,
1999, by and between Universal and Star, then, at the Company's discretion, Star
shall be bound by and entitled to the benefits of this Agreement as though it
were an original party hereto as a "Stock holder," and all references to
"Stockholder" herein shall be deemed to include Star.
2.11 Transaction Fees. Brera agrees that, so long as the
Current Investors as a group own at least 2% of the outstanding Common Stock on
a Fully Diluted Basis, then any transaction fee payable by the Company to Brera
that exceeds 1% of the transaction value for any such transaction must be
approved by a majority of the directors excluding the Brera Directors and the
directors of the Company who are officers of the Company.
3. Miscellaneous.
3.1 Confidentiality. Each party to this Agreement agrees to
use the same degree of care to keep confidential any information from time to
time supplied to it by or on behalf of the Company which the Company or the
Person acting on its behalf designates in writing at the time of its delivery to
be treated as confidential or actually known by the receiver to be confidential
information as such party uses to keep confidential its own information of a
similar character; provided, however, that the foregoing provisions of this
Section 3.1 shall not apply:
(a) to any information which is or becomes public knowledge
other than by reason of any breach by such party of this Section 3.1 or is or
becomes available to such party on a nonconfidential basis from a source that
such party
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reasonably believes may disclose such information without violating a
confidentiality obligation to the Company;
(b) to the extent a party is required to disclose the
information in question pursuant to any law, statute, rule or regulation or any
order of any court or judicial process or pursuant to any direction, request or
requirement of any self-regulating organization or any governmental, fiscal,
monetary or other authority;
(c) to the extent that a party is reasonably required to
disclose the information in question for the protection or enforcement of any of
such party's rights or interests against the Company (provided that each party
hereby agrees that it will use reasonable efforts promptly to notify the Company
of any request for information to which this clause (c) applies); or
(d) to the prospective transferee in connection with any
contemplated Transfer of any of the shares of Common Stock by such party,
provided such transferee agrees to maintain confidentiality of such information
consistent with the provisions of this Section 3.1.
3.2 Successors and Assigns. This Agreement shall not be assign
able by any Stockholder to any Person other than the Permitted Transferees.
3.3 Specific Performance. Without limiting the rights of each
party to this Agreement to pursue all other legal and equitable rights available
to such party for any other party's failure to perform its obligations under
this Agreement, the parties hereto acknowledge and agree that the remedy at law
for any failure to perform their obligations hereunder would be inadequate and
that each of them, respectively, shall be entitled to specific performance,
injunctive relief or other equitable remedies in the event of any such failure.
3.4 Entire Agreement; Amendment. This Agreement constitutes
the full and entire understanding and agreement between the parties with regard
to the subject matter hereof. Without limiting the generality of the foregoing,
this Agreement supercedes the Original Stockholders' Agreement. This Agreement
may be amended, and the performance of any provision hereof may be waived, only
by the written agreement of each Stockholder holding at least 5% of the Equity
Securities on a Fully Diluted Basis.
3.5 Expenses and Attorneys' Fees. Except as specifically
provided in this Agreement, the Company shall pay all reasonable fees and
expenses incurred by the Stockholders, including the reasonable fees of their
respective counsel, in
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connection with the preparation, issuance, maintenance, reissuance and amendment
of this Agreement and the consummation of the transactions contemplated by this
Agree ment and the protection or enforcement of the Stockholders' rights under
this Agreement.
3.6 Notices. Any notice provided for in this Agreement must be
in writing and must be either (a) personally delivered, (b) sent by a recognized
overnight courier service, to the recipient at the address below indicated or
(c) by facsimile which is confirmed in writing by sending a copy of such
facsimile to the recipient thereof pursuant to clause (a) or (b) above:
To the Company: Classic Communications, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: J. Xxxxxxx Xxxxxxx
Fax: (000) 000-0000
With a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
With a copy to: Xxxxxxxx Xxxxxxxx & Xxxxxx P.C.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxx Xxxxx
Fax: (000) 000-0000
To Brera: Brera Classic, LLC
c/o Brera Capital Partners, LLC
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxx
Fax: (000) 000-0000
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With a copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
To Stockholders: at the addresses listed on the signature pages attached hereto.
or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given (x) on the date
such notice is personally delivered, (y) one (1) day after the date such notice
is delivered to the overnight courier service if sent by overnight courier or
(z) with respect to facsimiles, on the earlier of one (1) day after the date
such facsimile is delivered to the overnight courier for confirmation or
confirmation by telephone to the number designated herein; provided that in each
case notices received after 4:00 p.m. (local time of the recipient) shall be
deemed to have been duly given on the next business day.
3.7 Severability. Whenever possible, each provision of this
Agreement will 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 prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
3.8 Headings. The headings and captions contained herein are
for convenience only and shall not control or affect the meaning or construction
of any provision hereof.
3.9 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original and which
together shall constitute one and the same instrument.
3.10 Representations and Warranties. Each party to this
Agreement represents and warrants to each other party to this Agreement that (i)
all action on the part of such party necessary for the authorization, execution,
delivery and perfor xxxxx of this Agreement has been taken and (ii) this
Agreement is a legal, valid and binding obligation of such party, enforceable
against such party in accordance with its terms.
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3.11 Governing Law. All questions concerning the validity,
meaning and effect of this Agreement shall be determined in accordance with the
laws of the State of New York applicable to contracts made and to be performed
within the State, without regard to the principles of conflicts of laws except
to the extent necessary to permit this Agreement to be governed by New York law
as set forth above.
3.12 Consent to Jurisdiction and Service of Process;
Appointment of Agent for Service of Process. EACH PARTY TO THIS AGREEMENT HEREBY
CONSENTS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND ANY NEW YORK STATE COURT LOCATED IN THE
BOROUGH OF MANHATTAN AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREBY, OR ANY BUSINESS OR OTHER DISPUTES BETWEEN THE PARTIES (WHETHER SUCH
ACTIONS OR PROCEEDINGS ARE BASED IN STATUTE, TORT, CONTRACT OR OTHERWISE), SHALL
BE LITIGATED IN SUCH COURTS. EACH PARTY (A) CONSENTS TO SUBMIT ITSELF TO THE
PERSONAL JURISDICTION OF SUCH COURTS FOR SUCH ACTIONS OR PROCEEDINGS, (B) AGREES
THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION
OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (C) AGREES THAT IT WILL NOT
BRING ANY SUCH ACTION OR PROCEEDING IN ANY COURT OTHER THAN SUCH COURTS. EACH
PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND
UNCONDITIONALLY, THE EXCLUSIVE AND IRREVOCABLE JURISDICTION AND VENUE OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY
AGREE TO BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION
WITH SUCH ACTIONS OR PROCEEDINGS. A COPY OF ANY SERVICE OF PROCESS SERVED UPON
THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT
THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE LAW, ANY FAILURE TO MAIL SUCH COPY
SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A
PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE
APPROPRIATE
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PARTY BY REGISTERED MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW.
3.13 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE
RELATIONSHIP THAT IS BEING ESTABLISHED. EACH PARTY ALSO WAIVES ANY BOND OR
SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED
OF ANY OF THE OTHER PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL
INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED
ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO
RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS
AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION CONTEMPLATED
HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
ACCORDINGLY, EACH PARTY ACKNOWLEDGES THAT IT HAS WAIVED ITS RIGHT TO XXX OR BE
SUED IN TEXAS AND TO A JURY TRIAL. EACH PARTY HAS DISCUSSED THIS AGREEMENT WITH
ITS COUNSEL AND AGREES TO BE BOUND BY ITS TERMS.
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IN WITNESS WHEREOF, the parties have executed this
Stockholders' Agreement as of the day and year first above written.
CLASSIC COMMUNICATIONS, INC.
By:
----------------------------------
Name: J.Xxxxxxx Xxxxxxx
Title: Chief Executive Officer
BRERA CLASSIC, LLC
By:
----------------------------------
Name: Xxxx X. Xxxx
Title: Authorized Signatory
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AUSTIN VENTURES, L.P.
By: AV PARTNERS, L.P.
By:
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
AUSTIN VENTURES III-A, L.P.
By: AV PARTNERS III, L.P.
By:
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
AUSTIN VENTURES III-B, L.P.
By: AV PARTNERS III, L.P.
By:
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
BA CAPITAL COMPANY, L.P.
By:
----------------------------------
Its General Partner
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title:
00
XXXXX XX XXXXXXXX XX XXXXX GROWTH
FUND - 1991 TRUST, AS TRUSTEE
By: TGF Management Corp.
By:
----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President
BT CAPITAL PARTNERS, INC.
By:
----------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: President
UNION BANCAL VENTURE CORPORATION
By:
----------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, N.A.
By:
----------------------------------
Name:
Title:
J. XXXXXXX XXXXXXX
By:
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XXXXXX X. SEACH
By:
----------------------------------
XXXXX X. XXXXXXXX
By:
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CIBC CAPITAL CORP.
By:
----------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research as
Investment Advisor
By:
----------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:
----------------------------------
Name:
Title:
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XXX XXXXXX PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By:
----------------------------------
Name:
Title:
XXXX XXXXXXXXXX
By:
----------------------------------
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEEN BANK B.A.
(Rabobank Nederland) New York Branch
By:
----------------------------------
Name:
Title:
FLEET NATIONAL BANK
By:
----------------------------------
Name:
Title:
UNION BANK
By:
----------------------------------
Name:
Title:
