EXHIBIT 4.2
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered into this
11th day of June, 1996, by and among Argyle Television, Inc. ("Argyle") and
Xxxxx Xxxxxxxxx, also known as Xxxxxx Xxxxxxxxx, and Xxxxxxx Xxxxxxxxx-Xxxxxx,
the sole stockholders of Sigma Broadcasting, Inc. (collectively the "Sigma
Stockholders" and individually a "Sigma Stockholder").
Reference is made to the Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated March 15, 1996, among Argyle, KHBS Argyle
Television, Inc., Sigma Broadcasting, Inc. and the Sigma Stockholders. For
convenience, the capitalized terms used in this agreement shall have the
respective meanings given to them in the Reorganization Agreement, unless
otherwise defined herein. The Sigma Stockholders agree as follows concerning the
registration under the Securities Act of 1933 (as amended, the "Act") all of the
227,654 shares of Series A Common Stock of Argyle acquired by such Sigma
Stockholders as of the date hereof, as well as the shares of Series A Common
Stock underlying 6,500 shares of Series A Preferred Stock of Argyle acquired by
the Sigma Stockholders as of the date hereof (such shares of Series A Common
Stock of Argyle are referred to collectively as the "Argyle Shares").
1. Notice of Desire to Register. Should any Sigma Stockholder desire
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to cause any Argyle Shares to be registered under the Act during the period
beginning on October 31, 1996 and ending on the earlier of (a) the date 24
months after the Closing Date or (b) such date as the Sigma Stockholders
may, under the Act and applicable state securities laws, publicly resell
the Argyle Shares without registration or resale restrictions under such
Act and laws (the "Registration Period"), such Sigma Stockholder shall
notify Argyle of such desire in writing. The written notice (a "Notice")
shall specify the number of Argyle Shares the Sigma Stockholder desires to
register and shall request Argyle to register these shares for sale under
the Act. Within 10 Business Days after receipt of a Notice, Argyle shall
give notice to the remaining Sigma Stockholder if applicable, of the
request to register Argyle Shares for sale. The remaining Sigma Stockholder
shall have 10 Business Days after the date of such notice to deliver a
Notice to Argyle of his or her desire to register Argyle Shares pursuant to
the requested registration. As used in this Agreement, "Business Day" means
any day that is not a Saturday, a Sunday or a day on which banks are
required or permitted to be closed in the State of Delaware, the State of
Texas or the State of New York.
The aggregate number of Argyle Shares the Sigma Stockholders desire to
register in the Notice(s) timely received by Argyle are hereafter referred
to as the "Shares." The Sigma Stockholders delivering timely Notices to
Argyle are hereafter referred to as the "Registering Stockholders."
2. Obligation to File Registration Statement. Argyle shall prepare and
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file with the Securities and Exchange Commission ("SEC") a registration
statement as required by the Act covering the secondary offering of the
Shares. Argyle will use reasonable efforts to cause the registration
statement to be declared effective by the SEC as soon as practical after
the Registering Stockholders and number of Shares to be so registered have
been determined in accordance with Section 1.
Notwithstanding the foregoing, Argyle's obligation to prepare, file and use
reasonable efforts to cause to become effective a registration statement is
limited as follows:
(a) No more than one registration statement shall be filed in
any 12-month period and the aggregate number of Shares registered and
available for sale at any time during the Registration Period,
together with all such Argyle Shares sold by the Sigma Stockholders
previously, shall never exceed the total number of Argyle Shares
described in the second paragraph of this Agreement. In the event the
total number of Shares the Sigma Stockholders desire to register
exceeds the total number of Argyle Shares, the number of Shares
registered for each Sigma Stockholder shall be his or her pro rata
portion of the Argyle Shares that may still be sold under the terms of
this Agreement based upon his or her request as compared to the total
request.
(b) Argyle shall not be required to prepare, file or cause to become
effective a registration statement if the aggregate number of Shares
included in the Notice is less than 50,000 Shares.
3. Costs of Registration. Argyle shall bear all costs of registration
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pursuant to the Act (including registration fees and the expenses of
preparing, printing and filing of the registration statement, and any
preliminary and final prospectuses), transfer agent fees, and its own legal
and accounting fees. The Registering Stockholders shall bear all other
costs associated with the sale of the Shares, including without limitation
all underwriting discounts or commissions, brokerage fees, transfer taxes,
and related expenses, the cost of their own counsel and, to the extent not
borne by any underwriter or broker, the cost of counsel of any underwriter
or broker involved in the registration or sale of the Shares and the costs
associated with compliance with any foreign or state "blue sky" or
securities laws.
4. Prior Notice of Sale. Each Registering Stockholder agrees to give
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Argyle written notice of the sale of any Argyle Shares pursuant to any
registration statement filed pursuant to this Agreement at least three
Business Days prior to the date of such proposed sale. For this purpose,
notice shall be deemed given to Argyle at the time such written notice is
actually received by Argyle.
5. Obligations to Maintain Effectiveness. Argyle shall take all
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necessary steps to maintain the effectiveness of the registration statement
and keep current any related prospectus during the Registration Period;
subject to the limitations set forth in Section 2(b).
6. Piggyback Rights. If, at any time during the Registration Period,
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Argyle registers pursuant to the Act and sells for cash in a public
distribution for its own account any Argyle Series A Common Stock, Argyle
shall, upon request, register and allow either or both Sigma Stockholders
to sell in conjunction with such distribution any or all of their Argyle
Shares; provided, however, that Argyle shall not be required to permit any
Sigma Stockholder to participate in such distribution if the managing
underwriters for such distribution advise Argyle in writing that the sale
of the Argyle Shares by such Sigma Stockholder may adversely affect the
distribution. This Section shall not be applicable to the sale by Argyle of
(i) securities convertible into or exchangeable for Argyle Series A Common
Stock, or (ii) any other security of Argyle other than Argyle Series A
Common Stock. Argyle shall give the Sigma Stockholders such notice of a
proposed public distribution as is reasonable under the circumstances,
giving primary consideration to the need of Argyle to raise capital and the
timing of the proposed distribution. To the extent the Sigma Stockholders
participate in such distribution they shall:
(a) bear their pro rata portion of the cost of all underwriting
discounts or commission, brokerage fees, transfer taxes, foreign or
blue sky registration
fees, other related expenses of sale and, to the extent not borne by
any underwriter, the cost of counsel to any underwriter; and
(b) bear the cost of their own counsel.
Argyle shall bear all other costs of registration pursuant to the Act
(including registration fees and the expenses of preparing, printing and
filing of the registration statement, and any preliminary and final
prospectuses), transfer agent fees and its legal and accounting fees.
7. No Assignment. The Sigma Stockholders shall have no right to assign
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their registration rights hereunder and no such registration rights shall
be transferred to or inure to the benefit of any purchaser or other
subsequent holder of Argyle Shares; provided, however, all registration
rights herein granted to the Sigma Stockholders shall inure to the benefit
of and be binding upon the Sigma Stockholders' respective legal
representatives, legatees and heirs.
8. Cooperation. Each Sigma Stockholder agrees to cooperate and provide
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all information necessary to assure that any registration statement
required hereunder shall be filed promptly and be declared effective by the
SEC as soon as reasonably practical after the preliminary filing thereof.
9. Indemnification. Argyle will indemnify and hold harmless each
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Registering Stockholder from and against any and all claims, actions,
demands, losses, damages, liabilities, costs and expenses to which such
Registering Stockholder may become subject under the Act or otherwise,
insofar as such claims, actions, demands, losses, damages, liabilities,
costs or expenses arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement filed by Argyle pursuant to this Agreement, or any prospectus
contained therein, or any amendment or supplement 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; provided, however, that Argyle will not
be liable in any such case to the extent that any such claim, action,
demand, loss, damage, liability, cost or expense is caused by an untrue
statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by such Registering
Stockholders in writing specifically for use in the preparation thereof.
The Registering Stockholders jointly and severally agree to indemnify and
hold harmless Argyle from and against any and all claims, actions, demands,
losses, damages, liabilities, costs or expenses to which Argyle may become
subject under the Act or otherwise, insofar as such claims, actions,
demands, losses, damages, liabilities, costs or expenses are caused by any
untrue or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment
or supplement thereto, or are caused by the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, in each case to the extent that such
untrue statement or alleged untrue statement of omission or alleged
omission was so made in conformity with written information furnished by
any Registering Stockholder or an underwriter therefor specifically for use
in the preparation thereof.
Promptly after receipt by a party indemnified pursuant to the provisions of
this Section of notice of the commencement of any action involving the
subject matter of the foregoing indemnity provisions, such indemnified
party will, if a claim thereof is
to be made against the indemnifying party pursuant to the provisions of
this Section, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party otherwise than under
this Section shall not relieve the indemnifying party from liability under
this Section unless such indemnifying party is prejudiced by such
omission. In case such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in, and, to the
extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party will not be liable to such
indemnified party pursuant to the provisions of this Section for any legal
or other expense subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall be liable to an indemnified
party for any settlement of any action or claim without the consent of the
indemnifying party; provided that no indemnifying party may unreasonably
withhold its consent to any such settlement. No indemnifying party will
consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability in
respect to such claim or litigation.
10. Address for Notices. All notices required or permitted to be given
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hereunder shall be in writing and may be delivered by hand, by facsimile,
by nationally recognized private courier or by United States mail. Notices
delivered by mail shall be deemed given three Business Days after being
deposited in the United States mail, postage prepaid, registered or
certified mail, return receipt requested. Notices delivered by hand, by
facsimile or by nationally recognized private courier shall be deemed
given on the first Business Day following receipt; provided, however, that
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a notice delivered by facsimile shall only be effective if such notice is
also delivered by hand, or deposited in the United States mail, postage
prepaid, registered or certified mail, return receipt requested, on or
before two Business Days after its delivery by facsimile. All notices
shall be addressed as follows:
If to the Sigma
Stockholders: Xxxxxx Xxxxxxxxx
Sigma Broadcasting, Inc.
000-X Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Facsimile Number: 501/783-1440
Xxxxxxx Xxxxxxxxx-Xxxxxx
Sigma Broadcasting, Inc.
000-X Xxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
Facsimile Number: 501/783-1440
If to Argyle: Argyle Television, Inc.
000 Xxxxxxx Xxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Facsimile Number: 210/828-7300
Attention: Xxxx X. Xxxxxx
or at such other address as may be designated by such party in a notice
to the other parties.
11. Entire Agreement. This Agreement represents the entire
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understanding and agreement among the parties with respect to the subject
matter of this Agreement. This Agreement supersedes all prior negotiations
between or among any one or more of the parties, and all letters of intent
and other writings relating to such negotiations, including, without
limitation, the letter agreement among the parties dated February 1, 1996.
12. Applicable Law. This Agreement shall be governed and controlled as
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to validity, enforcement, interpretation, construction, effect and in all
other respects by the internal laws of the State of Delaware, without
application of the conflict of laws principles thereof.
13. Amendments. This Agreement shall not be modified or amended except
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pursuant to an instrument in writing executed and delivered on behalf of
each of the parties hereto.
14. Headings, Etc. The various headings of this Agreement are inserted
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for ease of reference only and shall not control or affect the meaning or
interpretation of this Agreement or any provisions hereof.
(The balance of this page is intentionally left blank.)
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
ARGYLE:
ARGYLE TELEVISION, INC.
By:/s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President, Secretary and
General Counsel
THE SIGMA STOCKHOLDERS:
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxxxx-Xxxxxx
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Xxxxxxx Xxxxxxxxx-Xxxxxx
