{"id":43659,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-class-b-adelphia-communications2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-class-b-adelphia-communications2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-class-b-adelphia-communications2.html","title":{"rendered":"Stock Purchase Agreement (Class B) &#8211; Adelphia Communications Corp. and Highland Holdings"},"content":{"rendered":"<pre>                                HIGHLAND HOLDINGS\n                              MAIN AT WATER STREET\n                              COUDERSPORT, PA 16915\n\n\n                                  April 9, 1999\n\n\nAdelphia Communications Corporation\nMain at Water Street\nCoudersport, Pennsylvania  16915\n\n       Re: Purchase of Shares of Adelphia Communications Corporation's\n       Class B Common Stock, $.01 par value per share (the 'Common Stock')\n\nGentlemen:\n\n         The undersigned hereby agrees to purchase directly from you, and you\nagree to sell to the undersigned, upon the terms and subject to the conditions\nset forth herein, at a per share price equal to the Purchase Price per Share (as\nhereafter defined), that number of shares (the 'Shares') of the Common Stock of\nAdelphia Communications Corporation, a Delaware corporation (the 'Company')\nwhich equals the lesser of (a) the number of unissued shares of Common Stock or\n(b) the Investment (as hereafter defined) divided by the Purchase Price per\nShare. The Purchase Price per Share shall equal the sum of (a) the gross\nproceeds less underwriting discount received by the Company per share from the\nfirst underwritten public offering after the date hereof of Class A Common\nStock, $.01 par value per share, of the Company which offering results in gross\nproceeds of at least $100 million to the Company (the 'Underwritten Public\nOffering') and (b) the Additional Amount (as hereafter defined). The Additional\nAmount shall be equal to an amount computed, to the eighth decimal place, as\nthough interest were paid at the Libor Rate in Effect (as hereafter defined)\nplus 75 basis points (0.0075) on the per share amount determined under clause\n(a) of the definition of Purchase Price per Share for each period of three\nmonths (or, in the case of the final period, portion thereof if less than three\nmonths) subsequent to the date of the closing of the Underwritten Public\nOffering until the date of the closing hereunder. The Libor Rate In Effect shall\nmean a rate determined on the first day of each period of three months (or, in\nthe case of the final period, portion thereof if less than three months)\nsubsequent to the Underwritten Public Offering equal to the quotient, expressed\nas a percentage (rounded to the nearest 1\/100th of 1%), resulting from the\ndivision of (x) the average (rounded to the nearest 1\/16th of 1%) of the\ninterest rates per annum at which deposits of United States Dollars are offered\nto money center banks in the London interbank market for deposits of three\nmonths by (y) the percentage equal to 100% minus the reserve percentage\n\n\n\n\napplicable on that day under regulations issued by the Board of Governors of the\nFederal Reserve System for determining the maximum reserve requirement for a\nmember bank of the Federal Reserve System with respect to Eurocurrency\nliabilities having a three month term. The Company shall determine in good faith\nthe Libor Rate in Effect for each such period. The Investment shall mean an\namount equal to $250,000,000; provided, however, that the undersigned may\nincrease the Investment to an amount not to exceed $375,000,000 by delivering a\nfinal written election to such effect to the Company on or before the time at\nwhich the Company executes and delivers the underwriting agreement for the\nUnderwritten Public Offering. The Underwritten Public Offering shall include\nwithout limitation a transaction in which one or more investment banking firms\npurchase Class A Common Stock from Adelphia in a block trade for resale to its\nor their customers pursuant to a prospectus or prospectus supplement in addition\nto a transaction in which one or more investment bankers are denominated as\n'underwriters' for the Company in a prospectus or prospectus supplement filed\nwith the Securities and Exchange Commission.\n\n         Each of the parties hereto represents and warrants that it has full\npower and is duly authorized to enter into and perform this agreement; that it\nhas all necessary corporate or partnership approvals (subject in the case of the\nCompany to any shareholder approval required by law) necessary to do so; that\nthe execution and performance of this agreement will not conflict with the\norganic corporate or partnership documents of it or any order of a governmental\nbody or agency (subject to any regulatory approvals or regulatory filings and\nexpiration of waiting periods required by law) or material agreement to which it\nis a party or by which it is bound; and that this Agreement is enforceable in\naccordance with it terms, subject as to enforcement to bankruptcy, insolvency,\nreorganization, fraudulent conveyance and other laws of general applicability\nrelating to or affecting creditors rights and to general equity principles. The\nparties hereto agree that the undersigned is entitled to rely on the\nrepresentations and warranties made by the Company in any underwriting or\npurchase agreement entered into by the Company with the investment banking firm\nor firms conducting the Underwritten Public Offering; provided, however, that\nthe undersigned represents and warrants to the Company that such representations\nand warranties will be true and correct to the best of its knowledge.\n\n         Each party's obligations hereunder shall be conditioned upon the\nUnderwritten Public Offering having occurred, any required approvals having been\nobtained, any required filings having been made and any required waiting periods\nhaving expired, and the other party's representations and warranties being true\nand correct on and as of the closing date for the sale of the Shares hereunder\n(except (i) for representations and warranties which expressly relate solely to\nan earlier date or time, which representations or warranties shall be true and\ncorrect on and as of the specific dates or times referred to therein and (ii)\nfor representations and warranties which are not true and correct due to matters\nsubsequent to the date of the closing of the Underwritten Public Offering which\n\n                                       2\n\n\n\nhave occurred in the Company in the ordinary course of its business, which have\noccurred in the Company and been authorized by the Board of Directors of the\nCompany or which have occurred in the Company and been authorized by any\nindividual affiliate of the undersigned who is an executive officer of the\nCompany). A closing on the purchase of the Shares hereunder shall be held at the\nprincipal executive offices of the Company at a mutually agreeable date\nfollowing the Underwritten Public Offering; provided, however, that the closing\nshall occur no later than 270 days from the date of the closing of the\nUnderwritten Public Offering. At such closing, (i) the Company shall deliver to\nthe undersigned certificates for the Shares duly executed in such name or names\nas the undersigned shall have requested bearing appropriate securities laws\nlegends, an opinion of counsel that the Shares have been duly authorized, are\nvalidly existing and fully paid and a registration rights agreement for the\nShares in form similar to the existing registration rights agreements, entered\ninto in the two years prior to the date hereof, between the Company and the\nundersigned or its affiliates and (ii) the undersigned shall deliver to the\nCompany the purchase price for the Shares in immediately available funds. In the\nevent that the Underwritten Public Offering does not occur and close on or\nbefore the date which is 365 days from the date hereof, this Agreement shall be\nnull and void and neither party shall have any liability to the other hereunder.\nThe obligation of the undersigned to consummate the purchase of Common Stock\nhereunder will be subject to termination in the discretion of the undersigned\nif, prior to consummation, (i) trading in the Company's Class A Common Stock has\nbeen suspended by the Securities and Exchange Commission or the Nasdaq National\nMarket or trading in securities generally on the New York Stock Exchange or the\nNasdaq National Market has been suspended, (ii) a banking moratorium has been\ndeclared either by Federal or New York State authorities, or (iii) there has\noccurred any outbreak or escalation of hostilities, declaration by the United\nStates of a national emergency or war or other calamity or crisis the effect of\nwhich on financial markets is such as to make it, in the reasonable judgment of\nthe undersigned, materially impracticable to proceed with such consummation.\n\n         The undersigned agrees not to, and agrees to cause the individual\nmembers of the Rigas family and their affiliates not to, sell any shares of\nClass B Common Stock held by it or them for a period of six months after the\nclosing of the purchase of Class B Common Stock under this Agreement (but such\nperiod shall not in any event terminate later than one year from the closing of\nthe Underwritten Public Offering), except that such sales shall be permitted (a)\nto affiliates of the undersigned or the individual members of the Rigas family,\n(b) in connection with a sale of all or substantially all of all outstanding\nclasses of common stock of the Company, (c) pursuant to the written consent of\nthe Company authorized by a majority of the members of its Board of Directors\nwho are not individual members of the Rigas family and who are not financially\ninterested in such proposed sale of Class B Common Stock, or (d) pursuant to a\ndefault under a bona fide pledge arrangement, provided that the foregoing\nprovisions and restrictions shall be subject to the terms of any agreement\nexisting on the date of this Agreement, including without limitation the Class B\nStockholder Agreement among certain holders of Class B Common Stock and the\nCompany dated July 14, 1986, as amended.\n\n                                       3\n\n\n         The aggregate liability of the undersigned and any of its officers,\ndirectors, shareholders, partners or other affiliates (collectively, the\n'Undersigned Affiliate Group') for any and all losses, claims, demands whether\nfor specific performance or otherwise, damages, liabilities, obligations, costs\nand expenses (including without limitation, reasonable fees and disbursements of\ncounsel however sustained or incurred, and including, without limitation, any of\nthe foregoing enumerated items arising from any action or proceeding involving\nany third party) sustained or incurred by or claimed against one or several of\nthe Undersigned Affiliate Group or otherwise with respect to the subject matter\nof this Agreement and the transactions contemplated hereby (collectively,\n'Damages') is, and shall be, limited to an amount equal to the greater of (i)\nthe product determined by multiplying the number of Shares to be purchased\nhereunder by the positive excess, if any, of the Purchase Price per Share over\nthe weighted average trading price during the twenty trading days preceding the\n270th day from the date of the closing of the Underwritten Public Offering or\n(ii) an amount determined by multiplying the number of Shares to be purchased\nhereunder by the Additional Amount per share assuming that a closing on the sale\nof the Shares had occurred on the 270th day from the date of the closing of the\nUnderwritten Public Offering. The Company agrees not to seek any recovery for\nDamages or otherwise with respect to the subject matter of this Agreement and\nthe transactions contemplated hereby which when aggregated with any other\nrecovery of the Company would result in the Company obtaining from the\nUndersigned Affiliate Group an amount in excess of the amount permitted by the\npreceding sentence for any and all Damages. In no event shall any of the\nUndersigned Affiliate Group be liable for any special, indirect, or\nconsequential damages sustained by the Company or punitive damages as a result\nof a breach of this Agreement or arising out of this Agreement and the\ntransactions contemplated hereby.\n\n         No commissions or discounts shall be paid to any placement agent for\nthe purchase or sale of the Shares. The Shares shall be purchased and shall be\nheld for investment.\n\n         This Agreement may be assigned by the undersigned to any affiliate of\nthe undersigned provided that a majority of John Rigas, Michael Rigas, Timothy\nRigas and James Rigas consent in writing to such assignment. This Agreement may\nbe executed in one or more counterparts each of which, taken together, shall\nconstitute one and the same agreement.\n\n         [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]\n\n                                       4\n\n\n\n\n         This Agreement shall be governed by and construed in accordance with\nthe internal laws of the State of New York without giving effect to the\nprinciples of conflicts of law thereof.\n\n                                                     Very truly yours,\n\n                                                     Highland Holdings\n\n\n                                                     By \/s\/ Michael J. Rigas\n                                                     Name: Michael J. Rigas\n                                                     Title:   General Partner\n\n\n\n\nAgreed to and accepted on this 9th day of April, 1999 by.\n\nADELPHIA COMMUNICATIONS CORPORATION\n\n\nBy: \/s\/ James P. Rigas                                \nName:  James P. Rigas\nTitle:   Executive Vice President\n\n\n\n\n                                       5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6568],"corporate_contracts_industries":[9465],"corporate_contracts_types":[9622,9627],"class_list":["post-43659","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-adelphia-communications-corp","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43659","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43659"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43659"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43659"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43659"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}