EXHIBIT 10.4
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of October 29, 1996 (this
"Agreement"), by and between the party named on the signature page hereof as
the investor ("Investor") and ANTEC Corporation, a Delaware corporation
("ANTEC").
WHEREAS, Investor is the owner of certain shares (the "TSX Shares") of
TSX Corporation, a Nevada Corporation ("TSX"), common stock, par value $.01 per
share ("TSX Common Stock"), and is entitled to purchase certain additional TSX
Shares.
WHEREAS, pursuant to a Plan of Merger between ANTEC, TSX and TSX
Acquisition Corporation, all of the TSX Shares will be converted into shares of
ANTEC common stock, par value $.01 per share ("Common Stock"), and options to
purchase TSX Shares will be converted into options to purchase Common Stock. As
used herein, "Shares" shall include the Common Stock issued upon conversion and
any additional shares of Common Stock held by Investor from time to time during
the term of this Agreement.
WHEREAS, the sale by Investor of Shares has not been registered
pursuant to the Securities Act of 1933, as amended (the "Securities Act") but
TSX is obligated to provide such registration under certain circumstances.
WHEREAS, in connection with the Plan of Merger, ANTEC desires to
provide Investor certain registration rights as provided herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. Registration
(a) Investor or any person acquiring by transfer any Shares
(a "Permitted Transferee") (Investor and any such Permitted
Transferees being hereinafter referred to individually as a
"Stockholder" and collectively as the "Stockholders") shall at any
time have the right to request registration under the Securities Act,
of the Shares and any securities issued in exchange for or in respect
of such Shares whether pursuant to a stock dividend, stock split,
stock reclassification or otherwise (such Shares and such securities
issued in exchange for or in respect of such Shares being collectively
referred to herein as the "Registrable Shares") upon the terms and
subject to the conditions set forth in this Agreement.
(b) Upon receipt by ANTEC of a written request for
registration hereunder, ANTEC shall (i) promptly notify each other
Stockholder in writing of its receipt of such initial written request
for registration and (ii) as soon as practicable, but in no event more
than 45 days after receipt of such written request, file with the
Securities and Exchange Commission (the "Commission"), and use its
best efforts to cause to become effective, a
registration statement under the Securities Act (a "Registration
Statement") which shall cover the Registrable Shares specified in the
initial written request and in any written request from any other
Stockholder received by ANTEC within 20 days of its giving the notice
specified in clause (i) hereof.
(c) If so requested by any Stockholder requesting
participation in a public offering or distribution of Registrable
Shares (a "Selling Stockholder") pursuant to this Section 1 or Section
2, the Registration Statement shall provide for delayed or continuous
offering of Registrable Shares pursuant to Rule 415 promulgated under
the Securities Act or any similar rule then in effect (a "Shelf
Offering"). If so requested by Selling Stockholders who own a majority
of the Registrable Shares, the public offering or distribution of
Registrable Shares under this Agreement shall be pursuant to a firm
commitment underwriting, the managing underwriter of which shall be a
nationally recognized investment banking firm selected and engaged by
the Selling Stockholders and approved by ANTEC, which approval shall
not be unreasonably withheld. ANTEC shall enter into the same
underwriting agreement as shall the Selling Stockholders, containing
representations, warranties and agreements not substantially different
from those customarily made by an issuer in underwriting agreements
with respect to secondary distributions. ANTEC, as a condition to
fulfilling its obligations under this Agreement may require the
underwriters to enter into an agreement in customary form indemnifying
ANTEC against any Losses (as defined in Section 6 hereof) that arise
out of or are based upon an untrue statement or an alleged untrue
statement or omission in the Disclosure Documents (as defined in
Section 6 hereof) made in reliance upon and in conformity with written
information furnished to ANTEC by the underwriters specifically for
use in the preparation thereof.
(d) ANTEC shall be entitled to postpone, for a reasonable
period of time, but in no event in excess of 120 days after its
receipt of an initial request for registration pursuant to this
Agreement, the filing of any Registration Statement, if at the time it
received a request therefor ANTEC determines, in its reasonable
business judgment, that such registration and offering could interfere
with any financing, acquisition, corporate reorganization, or other
material transaction or development involving ANTEC or any of its
affiliates and gives the Selling Stockholders written notice of such
determination. If ANTEC shall postpone the filing of any Registration
Statement, any of the Selling Stockholders shall have the right to
withdraw his or its request for such registration by giving notice to
ANTEC within 15 days of the notice of postponement. In the event that
all of the Selling Stockholders withdraw their request, such request
shall not be counted for purposes of determining the number of
registrations to which Stockholders are entitled hereunder.
(e) Each Selling Stockholder may, before such a Registration
Statement becomes effective, withdraw his or its Registrable Shares
from sale, should the terms of the sale not be satisfactory to such
Selling Stockholder; should all Selling Stockholders who are
participating in such registration so withdraw, however, such
registration shall be deemed to have occurred for the purposes of
Section 4 hereof unless such Selling Stockholders
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pay (pro rata, in proportion to the number of shares requested to be
included) within 20 days after any such withdrawal, all of the
out-of-pocket expenses of ANTEC incurred in connection with such
registration.
(f) In the event that a Registration Statement requested by a
Selling Stockholder pursuant to Section 1 hereof involves a firmly
underwritten public offering and the managing underwriter thereof
determines reasonably and in good faith that the inclusion in such
Registration Statement of any additional shares of Common Stock or
other securities of ANTEC to be offered and sold for the account of
any person (including ANTEC) other than such Selling Stockholder
(each, a "Piggy-Back Seller") would adversely affect the offering of
any Registrable Shares by the Selling Stockholder, then the number of
shares to be offered for the accounts of each Piggy-Back Seller shall
be reduced or limited in proportion to the number of shares owned by
each such Piggy-Back Seller (as compared to all such Piggy-Back
Stockholders) to the extent necessary to reduce the total number of
shares to be included in such Registration Statement by all Piggy-Back
Sellers to the amount that such managing underwriter determines would
not adversely affect the offering of the number of Registrable Shares
requested to be registered by the Selling Stockholder. Without
limiting the foregoing, in no event shall a Selling Stockholder be
required to reduce the number of Registrable Shares requested to be
registered by such Selling Stockholder pursuant to Section 1 hereof as
a result of the inclusion in any Registration Statement of Common
Stock or other securities of ANTEC to be offered and sold for the
account of any Piggy-Back Seller.
2. Incidental Registrations. Each time that ANTEC proposes to
register any of its equity securities under the Securities Act (other than a
registration effected solely to implement an employee benefit or stock option
plan or to sell shares obtained under any employee benefit or stock option plan
or a transaction to which Rule 145 or any other similar rule of the Commission
under the Securities Act is applicable) ANTEC will give written notice to the
Stockholders of its intention to do so. Each of the Stockholders may give ANTEC
a written request to register all or some of its Registrable Shares in the
registration described in the written notice from ANTEC as set forth in the
foregoing sentence, provided that such written request is given within 20 days
after receipt of any such notice from ANTEC (with such request stating (i) the
amount of Registrable Securities to be disposed of and the intended method of
disposition of such Registrable Securities and (ii) any other information
reasonably requested by ANTEC to properly effect the registration of such
Registrable Securities). Upon receipt of such request, ANTEC will use its best
efforts to cause promptly all such Registrable Securities intended to be
disposed of to be registered under the Securities Act so as to permit their
sale or other disposition (in accordance with the intended methods set forth in
the request for registration), unless the sale is a firmly underwritten public
offering and the managing underwriter thereof determines reasonably and in good
faith in writing that the inclusion of such securities would adversely affect
the offering, in which case the number of shares to be offered for the accounts
of the Selling Stockholders shall be reduced or limited in proportion to the
number of shares owned by such Selling Stockholders to the extent necessary to
reduce the total number of shares to be included in such offering to the amount
recommended by such managing underwriting; provided, that if securities are
being offered for the account of other persons or entities as well as ANTEC,
such
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reduction shall be made pro rata from the securities intended to be offered by
such persons and from the Selling Stockholders.
ANTEC's obligations under this Section 2 shall apply to a registration
to be effected for securities to be sold for the account of ANTEC as well as a
registration statement which includes securities to be offered for the account
of other holders of ANTEC equity securities.
3. Expenses of Registration. ANTEC shall pay all costs and
expenses incurred in connection with the registration of the Registrable Shares
pursuant hereto, including all registration and filing fees, printing expenses,
fees and disbursements of counsel and accountants of ANTEC and one set of
counsel and accountants for all of the Selling Stockholders. Not withstanding
the foregoing, all transfer taxes, brokerage commissions and underwriters'
discounts attributable to the Registrable Shares being offered and sold by such
Selling Stockholders shall be for the account of the Selling Stockholders.
4. Limitations on Registration Rights. Notwithstanding the
provisions of Section 1 hereof, ANTEC shall not be required to effect any
registration pursuant to Section 1 if (a) the request or requests for
registration cover an aggregate number of Registrable Shares having a Market
Value of less than $1,000,000 as of the date of the last of such requests; (b)
ANTEC has previously filed two registration statements under the Securities Act
pursuant to Section 1 of this Agreement; (c) ANTEC, in order to comply with
such request, would be required to (i) undergo a special interim audit or (ii)
prepare and file with the Commission, sooner than would otherwise be required,
pro forma or other financial statements relating to any proposed or probable
transaction, or (d) in the opinion of counsel for the Selling Stockholders,
each Stockholder could sell in a single transaction under Rule 144 promulgated
under the Securities Act the number of Registrable Shares such Stockholder
proposes to have registered pursuant to this Agreement. "Market Value" as used
in this Agreement shall mean, as to each Registrable Share at any date, the
average of the daily closing prices for the Common Stock for the 10 consecutive
trading days before the day in question. The closing price for shares of such
class for each day shall be the last reported sale price, or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices, in either case on the composite tape, or if the shares of
such class are not quoted on the composite tape, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on which such shares of such class are listed or
admitted to trading, or if they are not listed or admitted to trading on any
such exchange, the closing sale price (or the average of the quoted closing bid
and asked prices if no sale is reported) as reported by the National
Association of Securities Dealers Automated Quotation System ("NASDAQ"), or any
comparable system, or if the shares of such class are not quoted on NASDAQ, or
any comparable system, the average of the closing bid and asked prices as
furnished by any maker in the securities of such class who is a member of the
National Association of Securities Dealers, Inc.
5. Obligations with Respect to Registration
(a) If and whenever ANTEC is obligated by the provisions of
this Agreement to effect the registration of any Registrable Shares
under the Securities Act, ANTEC shall:
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(i) prepare and file with the Commission any
amendments and supplements to the Registration Statement and
to the prospectus used in connection therewith as may be
necessary to keep the Registration Statement effective and to
comply with the provisions of the Securities Act and the
rules and regulations promulgated thereunder with respect to
the disposition of all Registrable Shares covered by the
Registration Statement for the period required to effect the
distribution of such Shares, but in no event shall ANTEC be
required to do so for a period of more than 90 days following
the effective date of the Registration Statement other than a
Shelf Offering and two years following the effective date of
a Shelf Offering.
(ii) notify the Selling Stockholders and their
underwriter, and confirm such advice in writing, (A) when a
Registration Statement becomes effective, (B) when any
post-effective amendment to a Registration Statement becomes
effective, and (C) of any request by the Commission for any
amendment of or supplement to a Registration Statement or any
prospectus relating thereto or for additional information;
(iii) furnish at ANTEC's expense to the Selling
Stockholders such number of copies of a preliminary, final,
supplemental or amended prospectus, in conformity with the
requirements of the Securities Act and the rules and
regulations promulgated thereunder, as may reasonably be
required in order to facilitate the disposition of the
Registrable Shares covered by a Registration Statement, but
only while ANTEC is required under the provisions hereof to
cause a Registration Statement to remain effective;
(iv) register or qualify the Registrable Shares
covered by a Registration Statement under such other
securities or blue sky laws of such jurisdictions in the
United States as the Selling Stockholders shall reasonably
request, and do any and all other acts and things which may
be necessary to enable each Selling Stockholder whose
Registrable Shares are covered by such Registration Statement
to consummate the disposition in such jurisdictions of such
Registrable Shares; provided, however, that ANTEC shall in no
event be required to qualify to do business as a foreign
corporation or a dealer in any jurisdiction where it is not
so qualified, to conform the composition of its assets at the
time to the securities and blue sky laws of such
jurisdiction, to exercise or file any general consent to
service of process in suits other than those arising out of
the offer and sale of the Registrable Shares covered by the
Registration Statement, or to subject itself to taxation, in
each case in any jurisdiction where it has not theretofore
done so; and
(v) cause such Registrable Shares covered by a
Registration Statement to be listed on the principal exchange
or exchanges on which the Common Stock is then listed upon
the sale of such Registrable Shares pursuant to such
Registration Statement.
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(b) ANTEC's obligations under this Agreement with respect to
a Selling Stockholder shall be conditioned upon such Selling
Stockholder's compliance with the following:
(i) Such Selling Stockholder shall cooperate with
ANTEC in connection with the preparation of the Registration
Statement, and for so long as ANTEC is obligated to file and
keep effective the Registration Statement, shall provide to
ANTEC, in writing, for use in the Registration Statement, all
such information regarding the Selling Stockholder and its
plan of distribution of the Registrable shares as may be
necessary to enable ANTEC to prepare the Registration
Statement and prospectus covering the Registrable Shares, to
maintain the currency and effectiveness thereof and otherwise
to comply with all applicable requirements of law in
connection therewith.
(ii) During such time as such Selling Stockholder
may be engaged in a distribution of the Registrable Shares,
such Selling Stockholder shall comply with Rules 10b-2, 10b-6
and 10b-7 promulgated under the Exchange Act and pursuant
thereto it shall, among other things: (A) not engage in any
stabilization activity in connection with the securities of
ANTEC in contravention of such rules; (B) distribute the
Registrable Shares solely in the manner described in the
Registration Statement; (C) cause to be furnished to each
broker through whom the Registrable Shares may be offered, or
to the offeree if an offer is not made through a broker, such
copies of the prospectus covering the Registrable Shares and
any amendment or supplement thereto and documents
incorporated by reference therein as may be required by law;
and (D) not bid for or purchase any securities of ANTEC or
attempt to induce any person to purchase any securities of
ANTEC other than as permitted under the Exchange Act.
(iii) If the Registration Statement provides for a
Shelf Offering, then at least nine (9) business days prior to
any distribution of the Registrable Shares, any Selling
Stockholder who is an "affiliated purchaser" (as defined in
Rule 10b-6 promulgated under the Exchange Act) of ANTEC shall
advise ANTEC in writing of the date on which the distribution
by such Selling Stockholder will commence, the number of the
Registrable Shares to be sold and the manner of sale. Such
Selling Stockholder also shall inform ANTEC when each
distribution of such Registrable Shares is complete.
6. Indemnification.
(a) By ANTEC. Except as set forth in the last sentence of
this Section 6(a), ANTEC agrees to indemnify and hold harmless, to the
full extent permitted by law, each Selling Stockholder, its officers
and directors and each person who controls such Selling Stockholder
(within the meaning of the Securities Act), and any investment adviser
thereof against all losses, claims, damages, liabilities and expenses
("Losses") caused by
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any untrue or alleged untrue statement of a material fact contained in
any registration statement, prospectus or preliminary prospectus or
any amendment thereof or supplement thereto (the "Disclosure
Documents") or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus, in the light of the
circumstances under which they were made) not misleading, except
insofar as the same are caused by or contained in any information with
respect to such Selling Stockholder furnished in writing to ANTEC by
such Selling Stockholder expressly for use therein. In connection with
an underwritten offering, ANTEC will indemnify the underwriters
thereof, their officers and directors and each person who controls
such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of
the holders of Registrable Shares. ANTEC will reimburse each such
indemnified party for all legal or other expenses reasonably incurred
by such party in connection with investigating or defending any such
claims, including, subject to such indemnified party's compliance with
the provisions of the last sentence of subsection (c) of this Section
6, any amounts paid in settlement of any litigation, commenced or
threatened. ANTEC shall not be obligated to indemnify any person
hereunder to the extent that any such Losses arise out of or are based
upon (i) the failure of a Selling Stockholder to give any purchaser of
Registrable Shares at or prior to the written confirmation of such
sale, a copy of the most recent prospectus relating to the offering
and sale of such registrable Shares, or (ii) an untrue statement or
alleged untrue statement or omission or alleged omission made in any
prospectus used by a Selling Stockholder after such time as ANTEC
advised such Selling Stockholder that the filing of a post-effective
amendment or supplement thereto was required, except such prospectus
as so amended or supplemented.
(b) By the Selling Stockholders. In connection with any
registration statement in which a Selling Stockholder is
participating, each such Selling Stockholder shall furnish to ANTEC in
writing such information and affidavits with respect to such Selling
Stockholder as ANTEC reasonably requests for use in connection with
any such registration statement or prospectus and agrees to indemnify,
to the extent permitted by law, ANTEC, the directors and officers of
ANTEC and each person who controls ANTEC (within the meaning of the
Securities Act) against any Losses resulting from any untrue or
alleged untrue statement of a material fact or any omission or alleged
omission of a material fact required to be stated in the Disclosure
Documents or necessary to make the statements therein (in the case of
a prospectus, in the light of the circumstances under which they were
made) not misleading, to the extent, but only to the extent, that such
untrue statement or omission is contained in any information or
affidavit with respect to such Selling Stockholder so furnished in
writing by such Selling Stockholder expressly for use in the
registration statement, provided that the liability of such Selling
Stockholder pursuant to this Section 6(b) shall not exceed an amount
equal to the proceeds of the sale of Registrable Shares sold pursuant
to such registration statement that are received by or for the benefit
of such Selling Stockholder. ANTEC shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and
similar securities industry professionals participating in the
distribution to the same extent as provided above with respect to
information so furnished in writing by such persons
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specifically for inclusion in any prospectus or registration
statement. The Selling Stockholders shall reimburse each such
indemnified party for all legal or other expenses reasonably incurred
by such party in connection with investigating or defending any such
claim, including, subject to such indemnified party's compliance with
the provisions of the last sentence of subsection (c) of this Section
6, any amounts paid in settlement of any litigation, commenced or
threatened.
(c) Third Party Claims. Promptly after the receipt by any
party hereto of notice of any claim, action, suit or proceeding by any
person who is not a party to this Agreement (collectively, an
"Action") which is subject to indemnification hereunder, such party
(the "Indemnified Party") shall give reasonable written notice to the
party from whom indemnification is claimed (the "Indemnifying Party").
The Indemnified Party shall be entitled, at the sole expenses and
liability of the Indemnifying Party, to exercise full control of the
defense, compromise or settlement of any such Action unless the
Indemnifying Party, within a reasonable time after the giving of such
notice by the Indemnified Party, shall: (i) admit in writing to the
Indemnified Party, the Indemnifying Party's liability to the
Indemnified Party for such Action under the terms of this Section 6,
(ii) notify the Indemnified Party in writing of the Indemnifying
Party's intention to assume the defense thereof, and (iii) retain
legal counsel reasonably satisfactory to the Indemnified Party to
conduct the defense of such Action. The Indemnified Party and the
Indemnifying Party shall cooperate with the party assuming the
defense, compromise or settlement of any such Action in accordance
herewith in any manner that such party reasonably may request. If the
Indemnifying Party so assumes the defense of any such Action, the
Indemnified Party shall have the right to employ separate counsel and
to participate in (but not control) the defense, compromise, or
settlement thereof, but the fees and expenses of such counsel shall be
the expenses of the Indemnified Party unless (i) the Indemnifying
Party has agreed to pay such fees and expense, (ii) any relief other
than the payment of money damages is sought against the Indemnified
Party or (iii) the Indemnified Party shall have been advised by its
counsel that there may be one or more legal defenses available to it
which are different from or additional to those available to the
Indemnifying Party, and in such case the fees and expenses of such
separate counsel shall be borne by the Indemnifying Party. No
Indemnifying Party shall settle or compromise any such Action in which
any relief other than the payment of money damages is sought against
any Indemnified Party unless the Indemnified Party consents in writing
to such compromise or settlement. No Indemnified Party shall settle or
compromise any such Action for which it is entitled to indemnification
hereunder without the prior written consent of the Indemnifying Party,
unless the Indemnifying Party shall have failed, after reasonable
notice thereof, to undertake control of such Action in the manner
provided above in this Section 6.
(d) Contribution. If the indemnification provided for in
subsections(a) or (b) of this Section 6 is unavailable to or
insufficient to hold the indemnified party harmless under subsections
(a) or (b) above in respect of any Losses referred to therein for any
reason other than as specified therein, then the indemnifying party
shall contribute to the amount paid or payable by such indemnified
party as a result of such Losses in such
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proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and such indemnified party on the
other in connection with the statements or omissions which resulted in
such Losses, as well as any other relevant equitable considerations.
The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact
relates to information supplied by (or omitted to be supplied by)
ANTEC or the Selling Stockholder (or underwriter) and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or
payable by an indemnified party as a result of the Losses referred to
above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
7. Miscellaneous.
(a) Notices. All notices, requests, demands, waivers and
other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly
given if delivered personally or mailed, certified or registered mail
with postage prepaid, or sent by telex, telegram or telecopier, as
follows:
(i) if to Investor:
Tele-Communications, Inc.
0000 XXX Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Facsimile: (000) 000-0000
with a copy similarly addressed: Attention: Legal
Department
and with a copy to:
Xxxxxxx & Xxxxxx L.L.C.
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
(ii) if to ANTEC:
ANTEC Corporation
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0000 Xxxx Xxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
Attn: General Counsel
Facsimile: (000) 000-0000
or to such other person or address as any party shall specify by
notice in writing to the other party. Notice of a change of address
shall be effective only upon actual receipt thereof.
(b) Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto and supersedes all prior agreements
and understandings, oral and written, between the parties hereto with
respect to the subject matter hereof.
(c) Binding Effect; Benefit. This Agreement shall insure to
the benefit of and be binding upon the parties hereto and their
respective successors and assigns. Nothing in this Agreement,
expressed or implied, is intended to confer on any person other than
the parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of
this Agreement, other than rights conferred upon indemnified persons
under Section 6 ad rights conferred upon permitted Transferees.
(d) Amendment and Modification. This Agreement may be amended
or modified only by an instrument in writing signed by or on behalf of
such party and any other person then a Stockholder. Any term or
provision of this Agreement may be waived in writing at any time by
the party which is entitled to the benefits thereof.
(e) Section Headings. The section headings contained in this
Agreement are inserted for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
(f) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, and all
of which together shall be deemed to be one and the same instrument.
(g) Applicable Law. This Agreement and the legal relations
between the parties hereto shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to
the conflict of laws thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INVESTOR
TCI TSX, Inc.
By: /s/ Xxxxx Xxxxxxx
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Its:
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ANTEC CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxx
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Its: Executive Vice President
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