{"id":43710,"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-series-e-preferred-adelphia.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-series-e-preferred-adelphia","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-series-e-preferred-adelphia.html","title":{"rendered":"Stock Purchase Agreement (Series E Preferred) &#8211; Adelphia Communications Corp. and Highland 2000 LP"},"content":{"rendered":"<pre>                               Highland 2000, L.P.\n                              ONE NORTH MAIN STREET\n                              COUDERSPORT, PA 16915\n\n\n                                November 9, 2001\n\n\nAdelphia Communications Corporation\nOne North Main Street\nCoudersport, Pennsylvania  16915\n\n Re: Purchase of 2,000,000 Shares of Adelphia Communications Corporation's\n     7.5% Series E Mandatory Convertible Preferred 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), 2,000,000 shares (the \"Shares\") of 7.5% Series E Mandatory\nConvertible Preferred Stock, of Adelphia Communications Corporation, a Delaware\ncorporation (the \"Company\"). The Purchase Price per Share shall equal the sum of\n(a) the gross proceeds less underwriting discount received by the Company per\nshare from the underwritten public offering of the 7.5% Series E Mandatory\nConvertible Preferred Stock for which the Company has executed an Underwriting\nAgreement with Goldman, Sachs &amp; Co. as of the date hereof (the \"Underwritten\nPublic Offering\") and (b) the Additional Amount (as hereafter defined). The\nAdditional Amount shall be equal to an amount computed, to the eighth decimal\nplace, as though interest were paid at the LIBOR Rate In Effect (as hereafter\ndefined) plus 75 basis points (0.0075) on the per share amount determined under\nclause (a) of the definition of Purchase Price per Share for each period of\nthree months (or, in the case of the final period, any portion thereof if less\nthan three months) subsequent to the date of the closing of the Underwritten\nPublic Offering until the date of the closing hereunder. The \"LIBOR Rate in\nEffect\" shall mean a rate determined on the first day of each period of three\nmonths (or, in the case of the final period, any portion thereof if less than\nthree months) subsequent to the Underwritten Public Offering equal to the\nquotient, expressed as a percentage (rounded to the nearest 1\/100th of 1%),\nresulting from the division of (x) the average (rounded to the nearest 1\/16th of\n1%) of the interest rates per annum at which deposits of United States Dollars\nare offered to money center banks in the London interbank market for deposits of\nthree months by (y) the percentage equal to 100% minus the reserve percentage\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.\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 been consummated, any required approvals\nhaving been obtained, any required filings having been made and any required\nwaiting periods having expired, and the other party's representations and\nwarranties being true and correct on and as of the closing date for the sale of\nthe Shares hereunder (except (i) for representations and warranties which\nexpressly relate solely to an earlier date or time, which representations or\nwarranties shall be true and correct on and as of the specific dates or times\nreferred to therein and (ii) for representations and warranties which are not\ntrue and correct due to matters subsequent to the date of the closing of the\nUnderwritten Public Offering which have occurred in the Company in the ordinary\ncourse of its business, which have occurred in the Company and been authorized\nby the Board of Directors of the Company or which have occurred in the Company\nand been authorized by any individual affiliate of the undersigned who is an\nexecutive officer of the Company). A closing on the purchase of the Shares\nhereunder shall be held at the principal executive offices of the Company at a\nmutually agreeable date following the Underwritten Public Offering; provided,\nhowever, that the closing shall occur no later than 270 days from the date of\nthe closing of the Underwritten Public Offering. At such closing, (i) the\nCompany shall deliver to the undersigned certificates for the Shares duly\nexecuted in such name or names as the undersigned shall have requested bearing\nappropriate securities laws legends, an opinion of counsel that the Shares have\nbeen duly authorized, are validly existing and fully paid and a registration\nrights agreement for the Shares in form similar to the existing registration\nrights agreements, entered into in the three years prior to the date hereof,\nbetween the Company and the undersigned or its affiliates and (ii) the\nundersigned shall deliver to the Company the purchase price for the Shares in\nimmediately available funds. In the event that the Underwritten Public Offering\ndoes not close, this Agreement shall be null and void and neither party shall\nhave any liability to the other hereunder. The obligation of the undersigned to\nconsummate the purchase of the Shares hereunder will be subject to termination\nin the discretion of the undersigned if, prior to consummation, (i) trading in\nthe Company's Class A Common Stock has been suspended by the Securities and\nExchange Commission or the Nasdaq National Market or trading in securities\ngenerally on the New York Stock Exchange or the Nasdaq National Market has been\nsuspended, (ii) a banking moratorium has been declared either by Federal or New\nYork State authorities, or (iii) there has occurred any outbreak or escalation\nof hostilities, declaration by the United States of a national emergency or war\nor other calamity or crisis the effect of which on financial markets is such as\nto make it, in the reasonable judgment of the undersigned, materially\nimpracticable to proceed with such consummation.\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 per Share during the twenty trading days\npreceding the 270th day from the date of the closing of the Underwritten Public\nOffering or (ii) an amount determined by multiplying the number of Shares to be\npurchased hereunder by the Additional Amount per share assuming that a closing\non the sale of the Shares had occurred on the 270th day from the date of the\nclosing of the Underwritten Public Offering. The Company agrees not to seek any\nrecovery for Damages or otherwise with respect to the subject matter of this\nAgreement and the transactions contemplated hereby which when aggregated with\nany other recovery 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\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 for contracts made and to be fully\nperformed in such state without giving effect to the principles of conflicts of\nlaw thereof.\n\n                                       Very truly yours,\n\n                                       HIGHLAND 2000, L.P., a Delaware limited\n                                        partnership\n\n                                       By: Highland 2000, LLC,  General Partner,\n                                        a Delaware limited liability company\n\n\n                                       By: \/s\/ Michael J. Rigas\n                                           --------------------\n                                           Authorized Member\n\n\n\nAgreed to and accepted on this 9th day of November, 2001 by\n\nADELPHIA COMMUNICATIONS CORPORATION\n\n\nBy: \/s\/ Michael J. Rigas\n    --------------------\n\nName:  Michael J. Rigas\nTitle: Executive Vice President\n\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-43710","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\/43710","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=43710"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43710"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43710"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43710"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}