Exhibit 9
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:
(a) 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.
(b) 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.
(c) 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.
(d) 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:
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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:
(a) 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.
(b) 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 ▇▇▇▇ ▇▇▇) 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).
(c) 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.
(d) 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 indemnifying 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:
(a) 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;
(b) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act; and
(c) 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:
(a) 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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇ Ingersoll Professional Corporation
One Oxford Centre
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇., Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Telesat:
Telesat Cablevision, Inc.
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇
▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone:
Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇
Steel ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone:
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Rigas Family
Highland Holdings
▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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.
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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
TELESAT:
TELESAT CABLEVISION, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇
Name: ▇. ▇. ▇▇▇▇▇▇
Title: Vice President
THE RIGAS FAMILY:
HIGHLAND HOLDINGS
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Partner