ADELPHIA COMMUNICATIONS CORPORATION
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT, made as of the 7th day of July, 1997, by and among
TELESAT COMMUNICATIONS, INC. ("Telesat"), HIGHLAND HOLDINGS (the "Rigas Family")
and ADELPHIA COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company").
WHEREAS, Telesat is the record and beneficial holder of 20,000 shares
of the Company's Series C Convertible Preferred Stock, par value $.01 per share
(the "Series C Preferred Stock"); and
WHEREAS, the Rigas Family is the record and beneficial holder of
80,000 shares of the Series C Preferred Stock; and
WHEREAS, Telesat, the Rigas Family and the Company have reached the
agreements set forth herein and desire to provide the Registrable Securities (as
defined herein) held by Telesat and the Rigas Family 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:
The term "Act" means the Securities Act of 1933, as
amended, or any other statute in effect from time to time corresponding to such
act.
The terms "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement in compliance with the Act and the declaration or
ordering of effectiveness of such registration statement.
The term "Registrable Securities" means (i) the
Series C Preferred Stock held by the Holders (as herein defined), (ii) the Class
A Common Stock of the Company, par value $.01 per share (the "Class A Common
Stock") into which the Series C Preferred Stock held by the Holders, or such
additional Series C Preferred Stock which may be issued as a dividend or
distribution on such Series C Preferred Stock, shall be converted pursuant to
the Certificate of Incorporation, and (iii) any securities of the Company issued
as a dividend or other distribution with respect to, or in exchange or in
replacement of, such Series C Preferred Stock or Class A Common Stock.
Registrable Securities, if transferred pursuant to an exemption from
registration under the Act, will remain Registrable Securities.
The term "Holder" or "Holders" means (i) Telesat and
the Rigas Family, and (ii) any other person holding Registrable Securities to
whom these registration rights have been transferred.
2. Request for Registration. If at any time the Company shall receive a
written request (specifying that it is being made pursuant to this paragraph 2)
from the Holders holding more than ten percent (10%) of the Registrable
Securities held by all Holders at that time outstanding that the Company file a
registration statement or similar document under the Act, covering the
registration of Registrable Securities with a market value of not less than
$1,000,000, then the Company shall promptly notify all other Holders of such
request and shall use its best efforts to cause all Registrable Securities that
Holders have requested by so registered to be registered under the Act.
The Company shall be obligated to effect two (2) registrations per
calendar year pursuant to this paragraph 2 (other than on Form S-3). At the
option of a majority-in-interest of the selling Holders, any registration under
this paragraph 2 must be for an underwriter or underwriters of recognized
national standing reasonably acceptable to the Company.
Notwithstanding the foregoing, the Company shall not be obligated to
cause a registration statement to be filed and declared effective pursuant to
this Section 2, or if the registration statement is effective, the Company may
request the Holders not to (and upon such request the Holders hereby agree not
to) make any sales pursuant thereto, for up to two periods of ninety (90) days
each, there being not less than 90 days between any two such periods, as the
Company shall specify, provided that the Company shall furnish to each such
Holder a certificate signed by the President, the Chief Executive Officer or a
Vice President or a Vice Chairman 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.
3. Piggyback Registration. Subject to paragraph 8, if at any time or
from time to time the Company proposes to register any of its equity securities
under the Act in connection with a primary or secondary public offering of such
securities solely for cash on a form that would also permit the registration of
the Registrable Securities, the Company shall, each such time, promptly give
each Holder written notice of such determination. Upon the written request of
any Holder given within twenty (20) days after mailing of any such notice by the
Company, the Company shall use its best efforts to cause to be registered under
the Act all of the Registrable Securities that each such Holder has requested be
registered.
4. Registrations on Form S-3. If (i) a Holder or Holders request in
writing (specifying that it is being made pursuant to this paragraph 4) that the
Company file a registration statement on Form S-3 (or any successor form to Form
S-3 regardless of its designation) for a public offering of shares of the
Registrable Securities and (ii) the Company is a registrant entitled to use Form
S-3 to register such shares, then the Company shall notify all other Holders of
such request and shall use its best efforts to cause to be registered on Form
S-3 (or any successor form to Form S-3) all of the Registrable Securities that
each Holder requests to be so registered. Rights to registration under this
paragraph 4 are unlimited in number and are in addition to, and not in lieu of,
rights to registration under paragraphs 2 and 3.
5. Obligations of the Company. Whenever required under
paragraphs 2, 3 or 4 to use its best efforts to effect the registration of any
Registrable Securities, the Company shall, as promptly as practicable:
Prepare and file with the Securities and Exchange
Commission ("SEC") a registration statement with respect to such Registrable
Securities and use its best efforts to cause such registration statement to
become and remain effective until all Registrable Securities to be sold under
such registration statement shall have been sold by Holders, either pursuant to
such registration statement or pursuant to an exemption from the Act.
Prepare and file with the SEC 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.
Furnish to the Holders and deliver as directed such
numbers of copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Act, and such other documents as they
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.
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 jurisdictions as shall be reasonably appropriate 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 selling shareholders pro rata, to the extent
required by such jurisdiction.
In the event that Holders of Registrable Securities
propose to sell Registrable Securities pursuant to an underwritten offering, the
Company shall enter into a customary underwriting agreement. The Company shall
have the right to approve the managing underwriters proposed by the Holders for
such offering; provided, however, that such approval shall not be unreasonably
withheld.
6. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the Holders shall furnish to the Company such information regarding them, the
Registrable Securities held by them, and the intended method of disposition of
such securities as the Company shall reasonably request and as shall be required
in connection with the action to be taken by the Company.
7. Expenses of Demand Registration. All expenses incurred in connection
with a registration pursuant to paragraph 2 or 4 (excluding underwriters'
discounts and commissions), including without limitation all registration and
qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company, and the reasonable fees and disbursements of one
counsel for the selling Holders shall be borne by the Company; provided,
however, that the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to paragraph 2 if the registration
request is subsequently withdrawn, unless the Holders agree to forfeit their
right to one demand registration pursuant to paragraph 2; and provided further
that the Holders may withdraw a request if the audited financial statements of
the Company materially and adversely differ from the information previously
disclosed to the Holders at the time of their request, in which event the
Holders shall not be required to pay any of the expenses and shall retain the
right to require the Company to register Registrable Securities pursuant to
paragraph 2.
8. Company Registration Expenses. In the case of any registration
effected pursuant to paragraph 3, the Company shall bear all registration and
qualification fees and expenses (excluding underwriters' discounts and
commissions), including any additional cost and disbursements of counsel for the
Company that result from the inclusion of securities held by the Holders in such
registration; provided, however, that each selling Holder shall bear the fees
and costs of its own counsel.
9. Underwriting Requirements. In connection with any offering involving
an underwriting of shares being sold pursuant to a registration statement
subject to Section 3 of this Agreement, such Registrable Securities as are
requested to be included in such offering pursuant to this Agreement shall be
included in such offering on the same terms as other securities of the same
class as the Registrable Securities included in such offering; provided,
however, that if in the written opinion of the managing underwriter or
underwriters, the total amount of such securities to be so registered, when
added to such Registrable Securities, will exceed the maximum amount of the
Company's securities which can be marketed without otherwise materially and
adversely affecting the entire offering, then the Company shall exclude from
such offering (a) first, all securities other than Registrable Securities held
by the Holders, being sold for the account of persons other than the Company,
(b) next, the minimum number of Registrable Securities held by the Holders, pro
rata to the extent practicable on the basis of the number of Registrable
Securities requested to be registered among the selling Holders as is necessary
in the opinion of the managing underwriter or underwriters to reduce the size of
the offering, and (c) last, the minimum number of securities for the account of
the Company which in the opinion of the managing underwriter or underwriters may
be excluded.
10. Delay of Registration. No Holder shall 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.
11. Indemnification and Contribution. Subject to paragraph 8 in
the event any Registrable Securities are included in a registration statement
under this Agreement:
To the extent not prohibited by law the Company will
indemnify and hold harmless each Holder requesting or joining in a registration,
any underwriter (as defined in the Act) for it, and each person, if any, who
controls such Holder or underwriter within the meaning of the Act or the
Securities Exchange Act of 1934 (the "1934 Act") against any losses, claims,
damages or liabilities, joint or several, to which they may become subject under
the Act, the 1934 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 or the 1934 Act applicable to the Company
and relating to action or inaction required of the Company in connection with
any such registration; and will reimburse each such Holder such underwriter, or
such 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 indemnify agreement contained
in this paragraph 11(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability 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.
To the extent not prohibited by law, each Holder
requesting or joining in a registration will severally 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 or the 0000 Xxx) against any losses, claims,
damages or liabilities, joint or several, to which the Company 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 such Holder expressly for use in connection with such
registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company 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 11(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is affected without the consent of such Holder (which consent shall
not be unreasonably withheld).
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 (unless the interest of the indemnifying party
conflicts with that of the indemnified party) 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, to the extent that he is prejudiced thereby, of any
liability to the indemnified party under this paragraph, to the extent that he
is prejudiced thereby, 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.
In order to provide for just and equitable
contribution to joint liability under the Act in any case in which either (i)
any Holder exercising rights under this Agreement, or any controlling person of
any such Holder, makes a claim for indemnification pursuant to this paragraph 11
but it is judicially determined (by the entry of a final judgment or decree by a
court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that this paragraph 11 provides
for indemnification in such case, or (ii) contribution under the Act may be
required on the part of any such selling Holder or any such controlling person
in circumstances for which indemnification is provided under this paragraph 11;
then, and in each such case, the indemnifying party, in lieu of iindemnifying
such indemnified party hereunder, shall contribute to the amount paid or payable
by such indemnified party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and the indemnified party on the other in
connection with statements or omissions that resulted in such loss, liability,
claim, damage or expense as well as any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or the indemnified
party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case, (A) no such Holder will be required to contribute any
amount in excess of the public offering price of all such Registrable Securities
offered by it pursuant to such registration statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation.
12. Reports Under Securities Exchange Act of 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Act and any other rule or regulation of the SEC that may at any time permit a
Company agrees to use its best efforts to:
make and keep public information available, as those
terms are understood and defined in Rule 144, at all times subsequent to ninety
(90) days after the effective date of the first registration statement covering
an underwritten public offering filed by the Company;
file with the SEC in a timely manner all reports and
other documents required of the Company under the 1934 Act; and
furnish to any Holder so long as such Holders own
any of the Registrable Securities forthwith upon request a written statement by
the Company that it has complied with the reporting requirements of Rule 144 (at
any time after ninety (90) days after the effective date of said first
registration statement filed by the Company), and of the Act and the 1934 Act
(at any time after it has become subject to such reporting requirements), a copy
of the most recent annual or quarterly report of the Company, and such other
reports and documents so filed by the Company as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC permitting the selling
of any such securities without registration.
13. 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 Class A Common Stock or Class B Common Stock for
sale by the Company to the general public that, upon the request of the Company
or the underwriters managing any underwritten offering by the Company of the
Company's securities, not to sell, make short sale of, loan, grant any option
for the purchase of, or otherwise dispose of any Registrable Securities (other
than those included in the registration) without the prior written consent of
the Company or such underwriters, as the case may be, for such period of time
(not to exceed one hundred twenty (120 days) from the effective date of such
registration as the Company or the underwriters may specify; provided, however,
that the Company may not discriminate among the Holders with respect to any
lockup arrangements pursuant to this Section 13.
14. Certain Limitations in Connection with Future Grants of
Registration Rights. From an after the date of this Agreement, the Company shall
not enter into any agreement with any holder or prospective holder of any
securities of the Company providing for the granting to such holder of
registration rights unless:
such agreement includes the equivalent of paragraph
13 as a term; and
(b) such registration rights, if more favorable than those
granted herein, are extended to the Holders or their transferees permitted under
paragraph 15.
15. Transfer of Demand Registration Rights. The demand registration
rights of the Holders under Sections 2 and 4 may be not transferred except (a)
to an affiliate of Telesat or the Rigas Family (without restriction as to a
minimum amount of Registrable Securities transferred), or (b) to a person who
acquires at least 25% of the Registrable Securities originally issued to either
Telesat or the Rigas Family. The Company shall be given written notice by the
Holder at the time of such transfer stating the name and address of the
transferee and identifying the securities with respect to which the rights under
this Agreement are being assigned.
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: Xxxxxxx X. Xxxxx
0 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxx Ingersoll Professional Corporation
One Oxford Centre
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxx X. Xxxxxxxxxxxx, Xx., Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to Telesat:
Telesat Cablevision, Inc.
00000 X.X. Xxxxxxx Xxx
Xxxxx 000
X. Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx
Telephone:
Telecopier No.: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxx-Xxxxxxxxxx
Steel Xxxxxx & Xxxxx, LLP
000 Xxxxx Xxxxxxxx Xxxx.
Xxxxx, Xxxxxxx 00000
Telephone:
Facsimile: (000) 000-0000
If to the Rigas Family
Highland Holdings
0 Xxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx
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.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed by a duly authorized representative as of the day first above written.
COMPANY:
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
TELESAT CABLEVISION, INC.
By: /s/ X. X. Xxxxxx
Name: X. X. Xxxxxx
Title: Vice President
THE RIGAS FAMILY:
HIGHLAND HOLDINGS
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Partner
