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EXHIBIT 10.66
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WARRANT REGISTRATION RIGHTS AGREEMENT
between
KNOLOGY, INC.
and
UNITED STATES TRUST COMPANY
OF NEW YORK,
as Warrant Agent
Dated as of December 3, 1999
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WARRANT REGISTRATION RIGHTS AGREEMENT
WARRANT REGISTRATION RIGHTS AGREEMENT, dated as of December 3, 1999 (this
"Agreement"), between KNOLOGY Inc., a Delaware corporation (the "Company"), and
United States Trust Company of New York, as warrant agent (in such capacity, the
"Warrant Agent").
KNOLOGY HOLDINGS, INC., a Delaware corporation ("KHI") issued and sold a
total of 444,100 units (the "KHI Units") each of which consisted of one 11-7/8%
Senior Discount Note due 2007 of KHI (each a "KHI Note") issued pursuant to the
provisions of an Indenture dated as of October 22, 1997 (the "Indenture")
between KHI, as issuer, and United States Trust Company of New York, as trustee,
and one warrant (each, a "KHI Warrant"), each KHI Warrant initially entitling
the holder thereof to purchase .003734 shares of KHI Preferred Stock, par value
$.01 per share ("KHI Preferred Stock"), of KHI at an exercise price of $.01 per
share, of which 373,050 KHI Units were purchased by the Placement Agents and
71,050 KHI Units were purchased by SCANA Communications, Inc.
Pursuant to the terms of a Placement Agreement dated October 16, 1997 (the
"Placement Agreement"), among KHI and Xxxxxx Xxxxxxx & Co. Incorporated, X.X.
Xxxxxx Securities Inc. and First Union Capital Markets Corp., as placement
agents (the "Placement Agents"), KHI issued and sold to the Placement Agents an
aggregate of 373,050 KHI Warrants as part of 373,050 KHI Units.
The KHI Note and the KHI Warrant included in each Unit became separately
transferable in February 1998, upon the commencement of an exchange offer with
respect to the KHI Notes; and
As part of a reorganization (the "Reorganization") in which the Company
will become (either directly or indirectly) the parent company of KHI and four
other corporations referred to as the TELCOs, the Company has made an offer to
the KHI stockholders and warrant holders (including holders of the KHI Warrants)
to exchange their KHI securities for securities of the Company, as described
more fully in a Confidential Information Statement of the Company dated November
3, 1999.
In the Reorganization the Company has offered to exchange 600 shares of
Preferred Stock (as defined below) for each share of KHI Preferred Stock, and
based on the same exchange ratio has offered to issue Warrants (as defined
below), each Warrant initially entitling the holder to purchase 2.2404 shares of
Preferred Stock at an exercise price of $.01 per share, in exchange for the KHI
Warrants;
In consideration of the foregoing and of the mutual agreements contained
herein and in the Placement Agreement, the Company and the Warrant Agent hereby
agree as follows:
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1. Definitions.
As used in this Agreement, the following capitalized defined terms shall
have the following meanings:
"Auditors" means, at any time, the independent auditors of the Company at
such time.
"Board" means the board of directors of the Company from time to time.
"Closing Date" means the date hereof.
"Comfort Letter" has the meaning specified in Section 3 hereof.
"Commission" means the United States Securities and Exchange Commission.
"Common Stock" means the Common Stock, par value $0.01 per share, of the
Company.
"Company" has the meaning specified in the preamble to this Agreement.
"Company Shares" has the meaning specified in Section 2 hereof.
"Cutback Notice" has the meaning specified in Section 2 hereof.
"Expiration Date" means the second anniversary of the Closing Date.
"Holders" means the record holders of the Warrants and the holders of
Warrant Shares.
"Includible Secondary Shares" has the meaning specified in Section 2
hereof.
"Indenture" has the meaning specified in the recitals to this Agreement.
"managing underwriter" has the meaning specified in Section 2 hereof.
"Notes" has the meaning specified in the recitals to this Agreement.
"Opinion" has the meaning specified in Section 3 hereof.
"Other Shares" has the meaning specified in Section 2 hereof.
"Piggy-back Registration Rights" has the meaning specified in Section 2
hereof.
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"Preferred Stock" means the Series A Preferred Stock, par value $0.01 per
share, of the Company and any other capital stock of the Company into which such
Preferred Stock may be converted, or reclassified or that may be issued in
respect of, in exchange for or in substitution of, such Preferred Stock by
reason of any stock splits, stock dividends, distributions, mergers,
consolidations or other like events.
"Registration Statement" has the meaning specified in Section 2 hereof.
"Resale Shelf" has the meaning specified in Section 3 hereof.
"Securities Act" means the United States Securities Act of 1933, as
amended.
"Shelf Expiration Date" has the meaning specified in Section 3 hereof.
"Underlying Securities" means the Preferred Stock issuable upon exercise of
the Warrants or such other securities as shall be issuable upon the exercise of
the Warrants, pursuant to the Warrant Agreement.
"Warrant" has the meaning specified in the recitals to this Agreement.
"Warrant Agent" has the meaning specified in the preamble to this
Agreement.
"Warrant Agreement" means the Warrant Agreement dated as of the Closing
Date between the Company and the Warrant Agent.
"Warrant Registration Statement" has the meaning specified in Section 3
hereof.
"Warrant Shares" means the Preferred Stock (or other securities issued or
issuable upon exercise of the Warrants) and shall include any capital stock
issuable upon conversion of the Preferred Stock (or such other securities).
2. Piggy-Back Registration Rights.
(a) If the Company proposes to file a registration statement with the
Commission with respect to an offering of any shares of Preferred Stock (or
other securities issuable upon exercise of the Warrants) (or any capital stock
issuable upon conversion of the Preferred Stock (or such other securities)) for
cash (other than an offering registered solely on Form S-4 or S-8 or any
successor form thereto and other than the initial public offering of shares of
Preferred Stock (or other securities issuable upon exercise of the Warrants) or
any capital stock issuable upon conversion of the Preferred Stock (or such other
securities) if no shareholder of the Company offers securities for sale pursuant
to such registration statement), the Company shall give
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prompt written notice to all the Holders of Warrants and Warrant Shares, at
least 30 days prior to the initial filing of the registration statement relating
to such offering (the "Registration Statement"). Each such Holder shall have the
right, within 20 days after delivery of such notice, to request in writing that
the Company include all or a portion of such Holder's Warrant Shares in each
case to the extent that such Preferred Stock (or other securities) would be
(upon issuance) or are, as the case may be, subject to restrictions on transfer,
in such Registration Statement ("Piggy-back Registration Rights"). The Company
shall include in the public offering all of the Warrant Shares that a Holder has
requested be included, unless the underwriter for the public offering or the
underwriter managing the public offering (in either case, the "managing
underwriter") delivers a notice (a "Cutback Notice") pursuant to Section 2(b) or
2(c) hereof. The managing underwriter may deliver one or more Cutback Notices at
any time prior to the execution of the underwriting agreement for the public
offering.
(b) If a proposed public offering includes both securities to be offered
for the account of the Company ("Company Shares") and shares to be sold by
shareholders, the provisions of this Section 2(b) shall be applicable if the
managing underwriter delivers a Cutback Notice stating that, in its opinion, the
number of shares (other than Warrant Shares to be sold by the Holders) that
selling shareholders propose to sell therein, whether or not such selling
shareholders have the right to include shares therein (the "Other Shares"), plus
the number of Warrant Shares that the Holders have requested to be sold therein,
plus the Company Shares, exceeds the maximum number of shares specified by the
managing underwriter in such Cutback Notice that may be distributed without
adversely affecting the price, timing or distribution of the Company Shares.
Such maximum number of shares that may be so sold, excluding the Company Shares,
are referred to as the "Includible Shares."
If the managing underwriter delivers such Cutback Notice, the Company shall
be entitled to include all of the Company Shares in the public offering and each
requesting Holder shall be entitled to include in the public offering up to its
pro rata portion of the Includible Shares and in priority to the inclusion of
any Other Shares that are proposed to be sold in such public offering. No
shareholder that proposes to sell Other Shares in the proposed initial public
offering may sell any such shares therein unless all Warrant Shares requested by
the Holders to be sold therein are so included.
(c) If a proposed public offering is entirely a secondary offering, the
provisions of this Section 2(c) shall be applicable if the managing underwriter
delivers a Cutback Notice stating that, in its opinion, the aggregate number of
Warrant Shares and Other Shares proposed to be sold therein exceeds the maximum
number of shares (the "Includible Secondary Shares") specified by the managing
underwriter in such Cutback Notice that may be distributed without adversely
affecting the price, timing or distribution of the shares being distributed. If
the managing underwriter delivers such Cutback Notice, each requesting Holder
shall be entitled to include in the public offering up to its pro rata portion
of the Includible Secondary Shares and in priority to the inclusion of any Other
Shares that are proposed to be sold in such public offering.
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No shareholder that proposes to sell Other Shares in such public offering may
sell any such shares therein unless all Warrant Shares requested by the Holders
to be sold therein are so included.
(d) The underwriting agreement for such public offering shall provide that
each requesting Holder shall have the right to sell its Warrant Shares (other
than Warrant Shares excluded from such public offering pursuant to a Cutback
Notice and the terms of Sections 2(b) and 2(c)) to the underwriters and that the
underwriters shall purchase the Warrant Shares at the price paid by the
underwriters for the Preferred Stock (or other securities) sold by the Company
and/or other selling shareholders, as the case may be, (less in the case of
unexercised Warrants, the exercise price).
3. Shelf Registration.
(a) If only the Company sells stock in an initial public offering or all of
the Warrant Shares have not been sold in a public offering, the Company shall
use its best efforts to cause to be filed pursuant to Rule 415 under the
Securities Act a shelf registration statement on the appropriate form (the
"Warrant Registration Statement") covering the issuance of the Warrant Shares
upon exercise of the Warrants and shall use its best efforts to cause the
Warrant Registration Statement to become effective under the Securities Act
within 180 days after the closing date of the Company's initial public offering
(except as provided in Section 4 below); provided, however, that if the
Commission shall request that the Company register the resale of the Warrant
Shares instead of the issuance thereof, the Warrant Registration Statement shall
register such resale as opposed to such issuance. The Company shall use
reasonable efforts to keep the Warrant Registration Statement continuously
effective until such time as all Warrants have been exercised, or in the event
the Company registers the resale of the Warrant Shares, such time as all Warrant
Shares have been resold (the "Shelf Expiration Date"). Prior to filing the
Warrant Registration Statement or any amendment thereto, the Company shall
provide a copy thereof to the Placement Agents and their counsel and afford them
a reasonable time to comment thereon.
(b) If the Warrant Registration Statement shall register the resale of the
Warrant Shares (a "Resale Shelf") as provided in the proviso to the first
sentence of Section 3(a) above, the Company agrees to:
(i) make available for inspection by a representative of the Holders, any
underwriter participating in any disposition pursuant to such Resale Shelf and
attorneys and accountants designated by the Holders, at reasonable times and in
a reasonable manner, financial and other records, documents and properties of
the Company that are pertinent to the conduct of due diligence customary for an
underwritten offering, and cause the officers, directors and employees of the
Company to supply all information reasonably requested by any such
representative, underwriter, attorney or accountant in connection with a Resale
Shelf; provided, however, that such persons shall first agree in writing with
the Company to use such information only in connection with the transaction for
which such information was
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obtained and that any information that is reasonably and in good faith
designated by the Company in writing as confidential at the time of delivery of
such information shall be kept confidential by such persons, unless and to the
extent that disclosure of such information is required by law or such
information becomes generally available to the public other than as a result of
a disclosure or failure to safeguard such information by such person;
(ii) use its best efforts to cause all Warrant Shares sold under a Resale
Shelf to be listed on any securities exchange or any automated quotation system
on which similar securities issued by the Company are then listed if requested
by the Holders of Warrant Shares representing a majority of the Warrants
originally issued, to the extent such Warrant Shares satisfy applicable listing
requirements;
(iii) provide a reasonable number of copies of the prospectus included in
such Resale Shelf to Holders that are selling Warrant Shares pursuant to such
Resale Shelf;
(iv) cause to be provided to the Warrant Agent, on behalf of the Holders
and beneficial owners of Warrant Shares, upon the effectiveness of such Resale
Shelf, a customary "10b-5" opinion of independent counsel (an "Opinion") and a
customary "cold comfort" letter of independent auditors (a "Comfort Letter");
(v) in connection with any underwritten offering, cause to be provided to
the Warrant Agent, on behalf of the Holders and beneficial owners of Warrant
Shares an Opinion and Comfort Letter with respect to each Form 10-K and Form
10-Q, including any amendments thereto, that is incorporated by reference in
such Resale Shelf upon the initial filing with the Commission of such documents;
and
(vi) notify the Warrant Agent, for distribution to the Holders, (A) when
the Resale Shelf has become effective and when any post-effective amendment
thereto has been filed and becomes effective, (B) of any request by the
Commission or any state securities authority for amendments and supplements to
the Resale Shelf or of any material request by the Commission or any state
securities authority for additional information after the Resale Shelf has
become effective, (C) of the issuance by the Commission or any state securities
authority of any stop order suspending the effectiveness of the Resale Shelf or
the initiation of any proceedings for that purpose, (D) if, between the
effective date of the Resale Shelf and the closing of any sale of Warrant Shares
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, including this Agreement, relating to disclosure cease to be true and
correct in all material respects or if the Company receives any notification
with respect to the suspension of the qualification of the Warrant Shares for
sale in any jurisdiction or the initiation of any proceeding for such purpose,
(E) of the happening of any event during the period the Resale Shelf is
effective such that such Resale Shelf or the related prospectus contains an
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make statements therein not
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misleading and (F) of any determination by the Company that a post-effective
amendment to a Registration Statement would be appropriate. The Holders hereby
agree to suspend use of the prospectus contained in a Resale Shelf upon receipt
of such notice under clause (C) (but only to the extent of the issuance of any
stop order), (E) or (F) above until, in the case of clause (C) above, such stop
order is removed or rescinded, or, in the case of clause (E) and (F) above, the
Company has amended or supplemented such prospectus to correct such misstatement
or omission.
4. Suspension.
Notwithstanding the foregoing, during any consecutive 365-day period, the
Company shall have the privilege to suspend availability of the Warrant
Registration Statement (or its obligations to file the Warrant Registration
Statement or cause it to become effective, as applicable) and the related
prospectus for up to 60 days, except during the 60 days immediately prior to the
Expiration Date, if the Board determines in good faith that there is a valid
purpose for such suspension and provides notice of such determination (but not
the purpose) to the Holders at their addresses appearing in the register of
Warrants maintained by the Warrant Agent.
5. Blue Sky.
The Company shall use its reasonable best efforts to register or qualify
the Underlying Securities proposed to be sold or issued pursuant to the
Registration Statement or the Warrant Registration Statement under all
applicable securities or "blue sky" laws of all jurisdictions in the United
States in which any Holder of Warrants may or may be deemed to purchase
Underlying Securities upon the exercise of Warrants or resale of the Warrant
Shares, as the case may be, and shall use its reasonable best efforts to
maintain such registration or qualification through the earliest of (A) in the
case of the Registration Statement, the date upon which all of the Warrant
Shares have been sold or such other date as shall be required by applicable law,
(B) the date upon which all Warrants have been exercised or all Warrant Shares
have been resold, as the case may be, under the Warrant Shelf Registration
Statement and (C) the Expiration Date; provided, however, that the Company shall
not be required to (i) qualify as a foreign corporation or as a broker or a
dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Section 5, (ii) file any general consent to
service of process or (iii) subject itself to taxation in any jurisdiction if it
is not otherwise so subject.
6. Accuracy of Disclosure.
The Company (and its successors) represents and warrants to each Holder
(and each beneficial owner of a Warrant or Warrant Share) and agrees for the
benefit of each Holder (and each beneficial owner of a Warrant or Warrant Share)
that, except during any period in which the availability of the Warrant
Registration Statement has been suspended, (i) the Warrant Registration
Statement and the documents incorporated by reference therein will not contain
any untrue statement of a material
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fact or omit to state a material fact necessary to make the statements therein
not misleading; and (ii) the prospectus contained in the Warrant Registration
Statement delivered to such Holder upon its exercise of Warrants or pursuant to
which such Holder sells its Warrant Shares, as the case may be, and the
documents incorporated by reference therein will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, except that the representations, warranties and agreements
set forth in this Section 6 do not apply to statements or omissions in the
Warrant Registration Statement or any such prospectus based upon information
relating to any Holder furnished to the Company in writing by such Holder
expressly for use therein.
7. Indemnity.
The Company hereby agrees to indemnify each beneficial owner of a Warrant
and each person, if any, who controls any beneficial owner of a Warrant within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or is under common control
with, or is controlled by, any beneficial owner of a Warrant (whether or not it
is, at the time the indemnity provided for in this Section 7 is sought, such a
beneficial owner), from and against all losses, damages or liabilities which
such beneficial owner or any such controlling or affiliated person suffers as a
result of any breach, on the date of any exercise of a Warrant by such
beneficial owner or the resale of any Warrant Share by such Holder, in either
case pursuant to the Warrant Registration Statement, of the representations,
warranties or agreements contained in Section 6. Each beneficial owner of a
Warrant Share sold pursuant to a Resale Shelf, by accepting its beneficial
ownership of a Warrant, hereby (i) agrees to provide the Company with
information with respect to it that the Company reasonably requests in
connection with any Resale Shelf and (ii) agrees, severally and not jointly, to
indemnify the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act against any liability incurred by it or
such controlling person as a result of any misstatement of information provided
by such beneficial owner to the Company in writing expressly for inclusion in
the Resale Shelf.
8. Expenses.
All expenses incident to the Company's performance of or compliance with
its obligations under this Agreement will be borne by the Company, regardless of
whether a Registration Statement or Warrant Registration Statement becomes
effective, including without limitation (i) all Commission or National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
reasonable fees and expenses incurred in connection with compliance with state
securities or "blue sky" laws, (iii) all reasonable expenses of any persons
incurred by or on behalf of the Company in preparing or assisting in preparing,
word processing, printing and distributing any registration statement, any
prospectus, any amendments or supplements thereto and
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other documents relating to the performance of and compliance with this
Agreement, (iv) the reasonable fees (including legal fees and expenses) and
disbursements of the Warrant Agent, (v) the reasonable fees and disbursements of
counsel for the Company and (vi) the fees and disbursements, if any, of the
Auditors but excluding any fees, expenses and disbursements of the Holders (not
included above), including, without limitation, (x) fees and disbursements of
counsel retained by the participating Holders and (y) the Holders' share of
underwriting discounts and commissions.
9. Resale Shelf Registration Statement
In the event that, after an initial public offering of Preferred Stock (or
other securities), any of the Placement Agents, or any successors thereto, in
its reasonable opinion, becomes an Affiliate (as such term is defined in Rule
144 under the Securities Act) of the Company, or any successor thereto, the
Company (or its successor) shall use its best efforts to cause to be filed as
soon as practicable after receiving notice thereof from the Placement Agents (or
its successor) a shelf registration statement (the "Resales Registration
Statement") under the Securities Act providing for the resale by the Placement
Agents (or its successor) of all Warrants and Preferred Stock (or other
securities) it acquires from time to time in connection with market-making
activities and to have such shelf registration statement declared effective by
the Commission. The provisions of this Agreement concerning the Warrant
Registration Statement shall apply to the Resales Registration Statement as if
such Resales Registration Statement were the Warrant Registration Statement
(except that the Company (or its successor) will use its best efforts to keep
the Resales Registration Statement effective until the earlier of (i) the tenth
anniversary of the Closing Date and (ii) such time as the relevant Placement
Agent shall, in its opinion, cease to be an Affiliate of the Company, as
evidenced by written notice sent promptly upon such event).
10. Miscellaneous.
(a) No Inconsistent Agreements. Each of the Company and the Warrant Agent
represent to the other that it has not entered into, and agrees that on or after
the date of this Agreement it will not enter into, any agreement which is
inconsistent with the rights granted to the Holders of Warrants or Warrant
Shares in this Agreement or otherwise conflicts with the provisions hereof. The
Company represents that the rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of the Company's other issued and outstanding securities under any
agreements.
(b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company and the Warrant Agent have obtained the written consent of
Holders of at least a majority of the outstanding Warrants affected by such
amendment, modification, supplement, waiver or consent; provided that any
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amendment, modification or supplement to this Agreement which, in the good faith
opinion of the Board of Directors of the Company (and evidenced by a resolution
of such board), does not adversely affect any Holder, shall not be subject to
such requirement for written consent.
(c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if
to a Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 10(c);
(ii) if to the Company, initially at the Company's address set forth in the
Warrant Agreement and thereafter at such other address, notice of which is given
in accordance with the provisions of this Section 10(c); and (iii) if to the
Warrant Agent, initially at the Warrant Agent address set forth in the Warrant
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 10(c).
All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and on
the next business day if timely delivered to an air courier guaranteeing
overnight delivery.
(d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Warrants in violation of the terms of the Placement Agreement,
the Warrant Agreement or applicable law. If any transferee of any Holder shall
acquire Warrants, in any manner, whether by operation of law or otherwise, such
Warrants shall be held subject to all of the terms of this Agreement and the
Warrant Agreement, and by taking and holding such Warrants such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement or the Warrant Agreement and such person
shall be entitled to receive the benefits hereof.
(e) Purchases and Sales of Warrants. The Company shall not, and shall use
its best efforts to cause its affiliates (as defined in Rule 405 under the
Securities Act) not to, purchase and then resell or otherwise transfer any
Warrants other than Warrants acquired and cancelled.
(f) Third Party Beneficiary. The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company and the Warrant Agent, and
each Holder shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights or
the rights of Holders hereunder. Notwithstanding anything to the contrary
contained herein, the Placement Agents will be a third party beneficiary to the
agreements between the Company and the Warrant Agent contained in Section 9
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hereof, such section shall not be amended, modified or supplemented without the
prior written consent of the Placement Agents and the Company's obligations
under Section 9 will survive the termination of this Agreement and the
performance of all other obligations under this Agreement.
(g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(i) Governing Law. This Agreement shall be governed by the laws of the
State of New York.
(j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.
(k) Waiver of Immunity. To the extent that the Company has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, it hereby irrevocably waives such immunity in respect of its
obligations under this Agreement to the fullest extent permitted by law.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
KNOLOGY, INC.
By Xxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer
UNITED STATES TRUST COMPANY
OF NEW YORK
By Xxx Xxxxx
--------------------------------------------
Name: Xxx Xxxxx
Title:
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