-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, kEPgxO/HH2aBbDAE6G9QHAXJnPsX3I9GAE07VL25K8gi0coXBBBpGXR8OMfwIutm uDoYpSAz1GAOqqAXNb2EPw== 0000753308-95-000005.txt : 19950615 0000753308-95-000005.hdr.sgml : 19950615 ACCESSION NUMBER: 0000753308-95-000005 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950310 SROS: NASD GROUP MEMBERS: FPL GROUP CAPITAL INC GROUP MEMBERS: FPL GROUP INC GROUP MEMBERS: TELESAT CABLEVISION, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADELPHIA COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000796486 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 232417713 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37634 FILM NUMBER: 95520063 BUSINESS ADDRESS: STREET 1: 5 W THIRD ST CITY: COUDERSPORT STATE: PA ZIP: 16915 BUSINESS PHONE: 8142749830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FPL GROUP INC CENTRAL INDEX KEY: 0000753308 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 592449419 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 700 UNIVERSE BLVD CITY: JUNO BEACH STATE: FL ZIP: 33408 BUSINESS PHONE: 4076944644 MAIL ADDRESS: STREET 1: P O BOX 14000 CITY: JUNO BEACH STATE: FL ZIP: 33408 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden hours per response 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Adelphia Communications Corporation (Name of Issuer) Class A Common Stock, par value $.01 per share (Title of Class of Securities) 006848105 (CUSIP Number) Dennis P. Coyle, Esq. General Counsel and Secretary FPL Group, Inc. 700 Universe Boulevard Juno Beach, Florida 33408 (407)694-4644 _____________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 1995 _____________________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 006848105 Page 2 of 11 Pages _____________________________________________________________________ 1. Name of reporting person S.S. or I.R.S. Identification No. of above person Telesat Cablevision, Inc. I.R.S. Identification #: Not Required _____________________________________________________________________ 2. Check the appropriate box if a member of a group* (a) /x/ (b) / / _____________________________________________________________________ 3. SEC Use Only _____________________________________________________________________ 4. Source of Funds* Affiliate _____________________________________________________________________ 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / _____________________________________________________________________ 6. Citizenship or Place of Organization Florida _____________________________________________________________________ Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By 1,000,000 Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power 1,000,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 _____________________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / _____________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 6.7% _____________________________________________________________________ 14. Type of Reporting Person* CO _____________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 006848105 Page 3 of 11 Pages _____________________________________________________________________ 1. Name of reporting person S.S. or I.R.S. Identification No. of above person FPL Group Capital Inc I.R.S. Identification #: Not Required _____________________________________________________________________ 2. Check the appropriate box if a member of a group* (a) /x/ (b) / / _____________________________________________________________________ 3. SEC Use Only _____________________________________________________________________ 4. Source of Funds* WC _____________________________________________________________________ 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / _____________________________________________________________________ 6. Citizenship or Place of Organization Florida _____________________________________________________________________ Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By 1,000,000 Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power 1,000,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 _____________________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* __ / / 13. Percent of Class Represented by Amount in Row (11) 6.7% _____________________________________________________________________ 14. Type of Reporting Person* CO _____________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 006848105 Page 4 of 11 Pages _____________________________________________________________________ 1. Name of reporting person S.S. or I.R.S. Identification No. of above person FPL Group, Inc. I.R.S. Identification #: Not Required _____________________________________________________________________ 2. Check the appropriate box if a member of a group* (a) /x/ (b) / / _____________________________________________________________________ 3. SEC Use Only _____________________________________________________________________ 4. Source of Funds* Affiliate _____________________________________________________________________ 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / _____________________________________________________________________ 6. Citizenship or Place of Organization Florida _____________________________________________________________________ Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By 1,000,000 Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power 1,000,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 _____________________________________________________________________ 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* / / _____________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11) 6.7% _____________________________________________________________________ 14. Type of Reporting Person* CO _____________________________________________________________________ Item 1. Security and Issuer. The class of securities to which this statement relates is the Class A Common Stock, par value $.01 per share (the "Common Stock"), of Adelphia Communications Corporation, a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 5 West Third Street, P.O. Box 472, Coudersport, PA 16915. Item 2. Identity and Background. This statement is filed jointly by Telesat Cablevision, Inc. ( Telesat ), FPL Group Capital Inc ( Group Capital ) and FPL Group, Inc. ( FPL Group ). FPL Group, a Florida corporation incorporated in 1984, is a public utility holding company (as defined in the Public Utility Holding Company Act of 1935, as amended) that is engaged, through its subsidiaries, in utility and other operations. Utility operations are conducted through Florida Power & Light Company, which is engaged in the generation, transmission, distribution and sale of electric energy. Group Capital, a Florida corporation incorporated in 1985 and a wholly-owned subsidiary of FPL Group, holds the capital stock and provides funding for the operations of FPL Group s subsidiaries other than Florida Power & Light Company. Group Capital s business activities include investments in non-utility energy projects through ESI Energy, Inc. and agricultural operations through Turner Foods Corporation. Telesat, a Florida corporation and wholly-owned subsidiary of Group Capital, holds interests in entities which provide franchised and/or private cable television service. Each of Telesat, Group Capital and FPL Group may be hereinafter referred to individually as a Reporting Person or collectively as the Reporting Persons. A joint filing agreement among the Reporting Persons is filed as Exhibit 1 hereto. The principal executive offices of FPL Group and Group Capital are located at 700 Universe Boulevard, Juno Beach, Florida 33408. The principal executive offices of Telesat are located as 1400 Centrepark Boulevard, Suite 600, West Palm Beach, FL 33401. The names, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of all executive officers and directors of each of the Reporting Persons are listed on Schedule 1 hereto. All executive officers and directors or each Reporting Person are citizens of the United States. During the last five years, no Reporting Person, nor any executive officer or director thereof, has been convicted in a criminal proceeding (excluding traffic violations and other minor offenses), nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds. Telesat entered into an Investment Agreement with the Company and certain of its affiliates, and for limited purposes, certain shareholders of the Company (the Rigas Shareholders), dated February 28, 1995 (the Investment Agreement) pursuant to which, in connection with the contribution by Telesat of certain cable television assets to a joint venture partnership with a subsidiary of the Company, Telesat acquired 1,000,000 shares of the Common Stock (the Shares) in exchange for $15,000,000, which funds were obtained from a capital contribution from Group Capital to Telesat. In the Investment Agreement, the Rigas Shareholders have agreed that, in any and all elections of directors of the Company, they will vote a sufficient number of shares of Common Stock owned by them to elect one individual nominated by Telesat to the board of directors of the Company. Under certain circumstances, including a sale by Telesat of any or all of the Shares, Telesat will forfeit this nomination right. Relevant portions of the Investment Agreement are attached hereto as Exhibit 2 and incorporated herein by reference. In connection with the execution of the Investment Agreement, the Company and Telesat entered into a Subscription Agreement for the purchase of the Shares as well as a Registration Rights Agreement, both dated as of February 28, 1995 (the Execution Date ) which are attached hereto as Exhibits 3 and 4, respectively and incorporated herein by reference. The Registration Rights Agreement obligates the Company, within three months following the Execution Date, to commence filing a registration statement registering the Shares, and any capital stock of the Company issued as a dividend or other distribution with respect to the Shares, under the Securities Act of 1933, as amended (the Securities Act ), and to keep the registration statement effective until the second anniversary of the Execution Date. After the two year period, Telesat may request that the Company file a Securities Act registration statement and keep it effective for a period of one additional year. In addition, the Registration Rights Agreement gives Telesat piggyback registration rights which enable it to require that the Company register the Shares under the Securities Act if the Company is otherwise registering other shares of the Common Stock. These registration rights exist for a period commencing three months after the Execution Date and terminating twenty-four months thereafter. Item 4. Purpose of the Transaction. The Shares will be held for investment purposes and not for the purpose or in connection with any transaction having the purpose of changing the control of the Company, and, other than as disclosed under Item 3, no Reporting Person has any present intention to effect any of the transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. As of the date hereof, the Reporting Persons, by virtue of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, may be deemed to share voting and dispositive power with each other over 1,000,000 Shares (approximately 6.7% of the total number of shares of Common Stock outstanding on the date hereof). The percentage expressed herein is based upon the number of outstanding shares of Common Stock of the Company as disclosed in the Form 10-Q for the quarter ended December 31, 1994 of the Company, which is the most recently available filing by the Company with the Securities and Exchange Commission. Other than as described under Item 3 and Item 6, no Reporting Person has engaged in any transaction in the Common Stock of the Company within sixty days of the date hereof. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Telesat owns a 20% interest in a partnership which has agreed to sell certain cable television assets to an affiliate of the Company, and the affiliate of the Company has the option to pay a portion of the purchase price thereof in the form of shares of Company Common Stock. The transaction is subject to satisfaction of certain conditions precedent, and no Reporting Person has beneficial ownership of shares of Common Stock by virtue thereof at this time. Other than described under Item 3 and above, no Reporting Person has any other contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Exhibit 1: Joint Filing Agreement Exhibit 2: Investment Agreement Exhibit 3: Subscription Agreement Exhibit 4: Registration Rights Agreement SCHEDULE 1 Directors and Executive Officers of Telesat Leslie J. Gelber - Director and Chairman of the Board Harry P. Cushing - Director and President and Chief Executive Officer Richard M. Schorr - Vice President and Controller Dilek L. Samil - Treasurer Dennis P. Coyle - Director and Secretary Directors and Executive Officers of Group Capital James L. Broadhead - Director and President and Chief Executive Officer Paul J. Evanson - Director and Vice President and Chief Financial Officer Dilek L. Samil - Director and Vice President, Treasurer & Assistant Secretary Leslie J. Gelber - Vice President K. Michael Davis - Controller and Chief Accounting Officer Dennis P. Coyle - Secretary Solomon L. Stamm - Assistant Controller Paul R. Sutherland - Assistant Treasurer and Assistant Secretary Directors and Executive Officers of FPL Group James L. Broadhead - Director and Chairman of the Board, President and Chief Executive Officer Dennis P. Coyle - General Counsel and Secretary Paul J. Evanson - Director and Vice President Finance, and Chief Financial Officer Dilek L. Samil - Treasurer K. Michael Davis - Controller and Chief Accounting Officer Lawrence J. Kelleher - Vice President, Human Resources H. Jesse Arnelle - Senior Partner at law firm of Arnelle, Hastie, McGee, Willis & Greene, One Market Street, Spear Street Tower, 39th Floor, San, Francisco, California 94105. Robert M. Beall, II - Chairman and Chief Executive Officer of Beall s Inc., the parent company of Beall s Department Stores, Inc., and Beall s Outlet Stores, Inc., which operate retail stores locate primarily in Florida. Business address is Post Office Box N, Bradenton, Florida 34206 David Blumberg - Chairman and President of Blumberg Group, Inc., a real estate development, investment and consulting firm. Business address is 255 Alhambra Circle, Suite 760, Coral Gables, Florida 33134. J. Hyatt Brown - Chairman, President and Chief Executive Officer of Poe & Brown, Inc., an insurance broker based in Daytona Beach and Tampa, Florida. Business address is P.O. Drawer 2412, Daytona Beach, Florida 32115. Armando M. Codina - Chairman and Chief Executive Officer of Codina Group, Inc., a Miami, Florida-based real estate development company. Business address is Two Alhambra Plaza, Penthouse II, Coral Gables, Florida 33134. Marshall M. Criser - Chairman of the Jacksonville, Florida, law firm of Mahony Adams & Criser, P.A. Business address is P.O. Box 4099, Jacksonville, Florida 32201. B.F. Dolan - Retired. Address is Two First Union Center, 301 S. Tryon Street, Suite 1990, Charlotte, North Carolina 28282 Willard D. Dover - Member of Fort Lauderdale, Florida law firm of Fleming, O Bryan & Fleming, P.A. Business address is Broward Financial Center, 500 East Broward Blvd., Fort Lauderdale, Florida 33394. Drew Lewis - Chairman and Chief Executive Officer of Union Pacific Corporation, a transportation and natural resources company. Business address is Martin Tower, Eighth and Eaton Avenues, Bethlehem, Pennsylvania 18018. Frederic V. Malek - Chairman of Thayer Capital Partners, a merchant bank. Business address is 901 15th Street, N.W., Suite 300, Washington, D.C. 20005. Paul R. Tregurtha - Chairman and Chief Executive Officer of Mormac Marine Group, Inc., a maritime shipping company. Business address is Three Landmark Square, Stamford, Connecticut 06901. EXHIBIT INDEX Exhibit No. Title Page Exhibit 1: Joint Filing Agreement 12 Exhibit 2: Investment Agreement 13 Exhibit 3: Subscription Agreement 16 Exhibit 4: Registration Rights Agreement 19 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 10, 1995 FPL Group, Inc. MICHAEL W. YACKIRA Name: Michael W. Yackira Title: Vice President, Finance, and Chief Financial Officer Dated: March 10, 1995 FPL Group Capital Inc PAUL J. EVANSON Name: Paul J. Evanson Title: Vice President and Chief Financial Officer Dated: March 10, 1995 Telesat Cablevision, Inc. LESLIE J. GELBER Name: Leslie J. Gelber Title: Chairman of the Board EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT Be it known that the undersigned hereby agree to file jointly a Schedule 13D, including amendments thereto, reporting beneficial ownership of the Class A Common Stock, par value $.01 per share, of Adelphia Communications Corporation. Dated: March 10, 1995 FPL Group, Inc. MICHAEL W. YACKIRA Name: Michael W. Yackira Title: Vice President, Finance, and Chief Financial Officer Dated: March 10, 1995 FPL Group Capital Inc PAUL J. EVANSON Name: Paul J. Evanson Title: Vice President and Chief Financial Officer Dated: March 10, 1995 Telesat Cablevision, Inc. LESLIE J. GELBER Name: Leslie J. Gelber Title: Chairman of the Board EX-99.2 3 INVESTMENT AGREEMENT EXHIBIT 2 INVESTMENT AGREEMENT THIS AGREEMENT, made this 28th day of February, 1995, by and among Telesat Cablevision, Inc., a Florida corporation ("Telesat"), Cable LP III, Inc., a Florida corporation ("LP III"), Cable GP, Inc., a Florida corporation ("Cable GP") (Telesat, LP III and Cable GP are hereinafter collectively referred to as the "Telesat Entities"), Adelphia Communications Corporation, a Delaware corporation ("Adelphia"), Olympus Communications, L.P., a Delaware limited partnership (the "Partnership"), ACP Holdings, Inc., a Delaware corporation ("ACP"), and, solely with respect to Section 2.02 hereof, those shareholders of Adelphia listed on the signature pages hereto (the "Rigas Shareholders"). SECTION 2. PURCHASE OF ADELPHIA COMMON STOCK; BOARD REPRESENTATION. 2.01 Purchase of Adelphia Common Stock. At the Closing on the Closing Date, Telesat or its Affiliate shall purchase from Adelphia and Adelphia shall issue to Telesat, One Million (1,000,000) shares of Adelphia Common Stock at a price per share of Fifteen Dollars ($15.00) for an aggregate purchase price of Fifteen Million Dollars ($15,000,000). Concurrent with the execution of this Agreement, Telesat (or its Affiliate) and Adelphia are entering into (i) a Subscription Agreement relating to the purchase of the Adelphia Common Stock hereunder in the form attached hereto as Exhibit C and (ii) a Registration Rights Agreement relating to certain rights of Telesat to cause Adelphia to register such stock under the Securities Act of 1933 in the form attached hereto as Exhibit D. 2.02 Board Representation. Upon the completion of the purchase of the One Million (1,000,000) shares of Adelphia Common Stock by Telesat hereunder and the issuance of the Telesat Partnership Interest, the Rigas Shareholders agree that they shall, at any and all meetings of the stockholders of Adelphia thereafter at which directors will be elected, commencing with the first regularly scheduled annual shareholders' meeting after the Closing Date, vote a sufficient number of shares of Adelphia Common Stock owned by them to elect one nominee of Telesat to the board of directors of Adelphia. Prior to such meeting, Adelphia shall deliver to L.J. Gelber all information provided to directors at the time such information is provided to the directors. Within ten (10) days after Telesat has been given notice of the scheduling of any meeting of the stockholders of Adelphia at which directors are to be elected, Telesat shall notify the Rigas Shareholders in writing of its nominee for election as a director of Adelphia which nominee shall be L.J. Gelber or any other individual who consents to such nomination, provided that any such other nominee shall be reasonably acceptable to the Rigas Shareholders. In the absence of any such notification, it shall be presumed that Telesat's then nominee shall have been redesignated as its nominee. In the event that any Telesat nominee shall cease to serve as a director of Adelphia for any reason, Telesat shall have the right to appoint a successor nominee, subject to the terms of the second preceding sentence. The Rigas Shareholders shall vote a sufficient number of shares of Adelphia Common Stock to ensure that such successor nominee is duly elected to Adelphia's board of directors. This Section 2.02 and all of the agreements and obligations of the parties under this Section 2.02 shall terminate and be of no further force and effect (i) if the Telesat Entities and their Affiliates hold in the aggregate less than a 10% economic interest in the Partnership, or (ii) if Telesat and its Affiliates at any time hold in the aggregate less than One Million (1,000,000) shares of Adelphia Common Stock (other than solely as a result of a reverse stock split). IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized corporate officers on the day and year first above written. ADELPHIA COMMUNICATIONS CORPORATION By: /s/ Timothy Rigas Name: Timothy Rigas Title: Sr. Vice President ACP HOLDINGS, INC. By: /s/ Timothy Rigas Name: Timothy Rigas Title: Vice President OLYMPUS COMMUNICATIONS, L.P. By: ACP HOLDINGS, INC Managing General Partner By: /s/ Timothy Rigas Name: Timothy Rigas Title: Vice President TELESAT CABLEVISION, INC. By: /s/ L. J. Gelber L.J. Gelber Chairman CABLE LP III, INC. By: /s/ L. J. Gelber L.J. Gelber President CABLE GP, INC. By: /s/ L. J. Gelber L.J. Gelber President SOLELY WITH RESPECT TO SECTION 2.02 HEREOF: /s/ John J. Rigas John J. Rigas /s/ Michael J. Rigas Michael J. Rigas /s/ Timothy J. Rigas Timothy J. Rigas /s/ James P. Rigas James P. Rigas INVESTMENT AGREEMENT BY AND AMONG TELESAT CABLEVISION, INC., CABLE GP, INC., CABLE LP III, INC., ADELPHIA COMMUNICATIONS CORPORATION, ACP HOLDINGS, INC. CERTAIN SHAREHOLDERS OF ADELPHIA COMMUNICATIONS CORPORATION AND OLYMPUS COMMUNICATIONS, L.P. EX-99.3 4 SUBSCRIPTION AGREEMENT EXHIBIT 3 SUBSCRIPTION AGREEMENT ____________________________________ ADELPHIA COMMUNICATIONS CORPORATION ____________________________________ Class A Common Stock, par value $.01 per share, of Adelphia Communications Corporation ____________________________________ To: Adelphia Communications Corporation This Subscription Agreement is made between Adelphia Communications Corporation, a Delaware corporation (the "Company"), and Telesat Cablevision, Inc., a Florida corporation (the "Purchaser"), which intends to purchase shares (the "Shares") of the Company's Class A Common Stock, par value $.01 per share (the "Common Stock"), pursuant to that Investment Agreement between the Purchaser and you (the "Investment Agreement"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Investment Agreement regarding the offering (the "Offering") of the Shares. In consideration of the Company's agreement to sell the Shares to the Purchaser and the Purchaser's agreement to buy the Shares upon the terms and conditions in the Investment Agreement and herein, the parties hereto agree as follows: A. REPRESENTATIONS AND WARRANTIES. The Purchaser hereby represents and warrants to, and agrees with, the Company as follows: 1. The Purchaser has been furnished with, and has carefully read, the information regarding the Company previously provided, including the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1994, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1994, the Company's Proxy Statement dated August 22, 1994, the Company's 1994 Annual Report to Stockholders, the Company's Prospectus for its offering of 9 1//2% Senior Pay-In-Kind Notes Due 2004, Series B (including the Risk Factors contained therein regarding an investment in the Company generally), and the Registration Rights Agreement being entered into in connection herewith, and is familiar with and understands the terms of the Offering. Except for representations of the Company set forth in the Investment Agreement, with respect to tax and other economic considerations involved in this investment, the Purchaser is not relying on the Company (or any agent or representative of the Company). The Purchaser has carefully considered and has, to the extent the Purchaser believes such discussion necessary, discussed with the Purchaser's professional legal, tax, accounting and financial advisors the suitability of an investment in the Shares for the Purchaser's particular tax and financial situation and has determined that the Shares are a suitable investment for the Purchaser. 2. The Purchaser acknowledges that all documents, records and books pertaining to this investment which the Purchaser has reasonably requested have been made available for inspection by the Purchaser, and its adviser(s). 3. The Purchaser and its adviser(s) have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and all such questions have been answered to their full satisfaction. 4. The Purchaser is not subscribing for Shares as a result of, or subsequent to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or presented at any seminar or meeting. 5. The Purchaser, by reason of its business or financial experience or the business or financial experience of its advisers, can be reasonably assumed to have the capacity to protect its interests in connection with the investment in the Shares. 6. The Purchaser is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment (except as permitted herein) and, at the present time, could afford a complete loss of such investment. 7. The Purchaser has such knowledge and experience in financial, tax and business matters so as to enable it to utilize the information made available in connection with the Offering to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto. 8. The Purchaser acknowledges that the issuance of the Shares by the Company to the Purchaser has not been registered under the Securities Act or any state securities law. The Purchaser will not sell or otherwise transfer the Shares without registration under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws or an exemption therefrom. The Purchaser represents that the undersigned is purchasing the Shares for the Purchaser's own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act. The Purchaser has not offered or sold any portion of the Shares being acquired nor does the Purchaser have any present intention of dividing such Shares with others or of selling, distributing or otherwise disposing of any portion of such Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. Except as provided in the Registration Rights Agreement, the Company has no obligation to register the Shares subscribed for hereunder. 9. The Purchaser recognizes that investment in the Shares involves substantial risks, including loss of the entire amount of such investment. 10. The Purchaser acknowledges that each certificate representing the Shares shall be stamped or otherwise imprinted with legends substantially in the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF COUNSEL, IN FORM REASONABLY ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT. and THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT OR A DEFINITIVE SUBSCRIPTION AGREEMENT, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION. 11. The Purchaser: (a) has the full legal right and power and all authority and approval required (i) to execute and deliver, or authorize execution and delivery of, this Subscription Agreement and all other instruments (including, without limitation, the Registration Rights Agreement) executed and delivered by or on behalf of the Purchaser in connection with the purchase of the Shares; and (ii) to purchase and hold the Shares; and (b) affirms that the signature of the party signing on behalf of the Purchaser is binding upon the Purchaser. 12. The Purchaser is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act ("Regulation D"). B. UNDERSTANDINGS. The Purchaser understands, acknowledges and agrees with the Company as follows: 1. No federal or state agency has made any finding or determination as to the fairness of the terms of this Offering for investment nor any recommendation or endorsement of the Shares. 2. The Offering is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D thereunder, which exemptions are in part dependent upon the truth, completeness and accuracy of the statements made by the Purchaser herein. C. MISCELLANEOUS. 1. Capitalized terms used in this Subscription Agreement, if not otherwise defined herein, shall have the respective meanings attributed to such terms in the Investment Agreement. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, impersonal, singular or plural, as the identity of the person or persons may require. 2. Neither this Subscription Agreement nor any provision hereof shall be waived, modified, changed, discharged, terminated, revoked or cancelled, except by an instrument in writing signed by the party effecting the same against whom any change, discharge or termination is sought. 3. Notices required or permitted to be given hereunder shall be given in accordance with the terms of the Investment Agreement. 4. Failure of the Company to exercise any right or remedy under this Subscription Agreement or delay by the Company in exercising such right or remedy will not operate as a waiver thereof. No waiver by the Company will be effective unless and until it is in writing and signed by the Company. 5. This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts or choice of law provisions. 6. This Subscription Agreement shall be binding upon the Purchaser, the Purchaser's successors and assigns and subsequent holders of the Shares, without the need of an express acceptance by such successor, assign or subsequent holder, and shall inure to the benefit of the Company, its successors and assigns; provided, however, that this Subscription Agreement shall not be binding upon a subsequent holder with respect to Shares acquired in a transaction registered under the Securities Act or in a transaction in compliance with Rule 144 promulgated under the Securities Act (or any successor rule or regulation). 7. If any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly executed this Agreement this 28th day of February, 1995. ATTEST: ADELPHIA COMMUNICATIONS CORPORATION ________________________ By: /s/ LeMoyne T. Zacherl Title: Vice President ATTEST: TELESAT CABLEVISION, INC. ________________________ By: /s/ L. J. Gelber Title: Chairman EX-99.4 5 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT THIS AGREEMENT, made as of this 28th day of February, 1995 between TELESAT CABLEVISION, INC., a Florida corporation ("Telesat" or "Holder"), and ADELPHIA COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, Holder is the record and beneficial holder of 1,000,000 shares (the "Shares") of the Company's Class A common stock, par value $.01 per share (the "Common Stock"); WHEREAS, Holder and the Company are among the parties to an Investment Agreement dated as of even date herewith, 1995 (the "Investment Agreement") pursuant to which Holder acquired the Shares; WHEREAS, the execution and delivery of this Agreement is a condition of the Investment Agreement; and WHEREAS, Holder desires to have the Shares 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 similar federal statute, and the rules and regulations of the Commission thereunder, all as the same are in effect from time to time; (b) The term "Commission" means the Securities and Exchange Commission or any other federal agency at the time primarily responsible for administering the Act; (c) The term "Registrable Securities" means (1) the Shares and (2) any capital stock of the Company or a successor to the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares, in each case, which are held by Holder. (d) The term "Rigas Shareholders" means Dorellenic, Ionian Communications, L.P., Syracuse Hilton Head Holdings, L.P., Highland Holdings, John J. Rigas, Doris N. Rigas, Timothy J. Rigas, Michael J. Rigas, James P. Rigas, Ellen K. Rigas, any of their respective spouses, estates or lineal descendants, any trust created for the benefit of any such persons or, while and to the extent they are serving in such capacity, the executors, administrators or personal representatives of such persons, and any corporation, partnership or other entity owned or controlled by one or more of the Rigas Shareholders. 2. Registration Under the Act. (a) Within three (3) months following the date hereof, the Company shall commence efforts to prepare and file a registration statement on Form S-3 or another appropriate form under the Act covering the registration of all of the Registrable Securities then outstanding, and the Company shall then use commercially reasonable efforts to cause such registration statement to be declared effective under the Act and kept effective until the second anniversary of the date of this Agreement, it being understood that such date shall be extended to reflect any period of sales suspension pursuant to Paragraph 2(b) or 11 or occurring as a result of an event described in the last sentence of Paragraph 4(a) (such date as it may be extended, the "Initial Expiration Date"). (b) Notwithstanding the foregoing, the Company shall not be obligated to cause a registration statement to be filed and declared effective pursuant to this Paragraph 2 or, if the registration statement is effective, the Company may request the Holder not to (and upon such request the Holder hereby agrees not to) make any sales pursuant thereto, for up to two periods of sixty (60) days each (provided that at least 60 days elapse between such 60 day periods), as the Company shall specify, provided that the Company shall furnish to Holder a certificate signed by the President or a Vice President 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. (c) Holder shall promptly notify the Company in writing of any sales made pursuant to any registration statement filed pursuant to this Agreement. (d) Commencing on the Initial Expiration Date, if the Company shall thereafter receive a written request (specifying that it is being made pursuant to this Paragraph 2(d) from the Holder of a majority in interest of the Registrable Securities then outstanding that the Company file a registration statement under the Act covering the registration of all of the Registrable Securities then outstanding, then the Company shall use commercially reasonable efforts to file and have declared effective such registration statement under the Act and, subject to Paragraph 4(a), kept effective for a period of one year (the "Final Expiration Date"). 3. Piggyback Registration. (a) If at any time commencing three (3) months following the date hereof and ending twenty-four (24) months following the date hereof, the Company proposes to file a registration statement covering the registration of any of its Common Stock under the Act in connection with the offering of such securities by the Company or any of the Rigas Shareholders solely for cash on a form (other than Form S-4 or Form S-8) that would also permit the concurrent registration of the Registrable Securities, the Company shall promptly give Holder written notice of such determination. Upon the written request of Holder given within fifteen (15) business days after mailing of any such notice by the Company, the Company shall use reasonable commercial efforts to cause to be registered under the Act all of the Registrable Securities that Holder has requested be registered. (b) Notwithstanding any other provision of Paragraph 3, if the underwriter selected by the Company or the Rigas Shareholders determines in good faith that factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all of the Registrable Securities from such registration and underwriting provided that any such partial exclusion shall be made on a pro rata basis based on the number of shares of Company equity securities registered by the requesting Holder and any other shareholders of the Company seeking to register equity securities of the Company pursuant to incidental or "piggy back" registration rights. (c) In the event that any registration of Registrable Securities pursuant to this Paragraph 3 shall be, in whole or in part, a firm commitment underwritten offering of securities of the Company, any request by Holder to register Registrable Securities pursuant to Paragraph 3 must specify that such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration. (d) The provisions of Paragraph 2(b) shall also apply to registration statements under this Paragraph 3. 4. Registration Procedures. Whenever required under Paragraphs 2 or 3 to use commercially reasonable efforts to effect the registration of any Registrable Securities, the Company shall: (a) Prepare and file with the Commission a registration statement with respect to such Registrable Securities and to cause such registration statement to become and remain effective; provided, however, that in connection with any periods of proposed registration under or in satisfaction of Paragraph 2, the Company shall in no event be obligated to cause any such registration to remain effective after the Initial Expiration Date or Final Expiration Date, as applicable. In connection therewith, the Company shall use its best efforts to notify Holder of the happening of any event during the period a registration statement is effective which makes any statement made in such registration statement or the related prospectus untrue in any material respect or which requires the making of any changes in such registration statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (which advice shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made) and use commercially reasonable efforts to prepare a supplement or post-effective amendment to a registration statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the Company shall not be required to update, pursuant to this Paragraph 4, any such document during a period of sales suspension referred to in paragraph 2(b), provided further that the Company shall otherwise use its best efforts to comply in all respects with the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, together with all applicable rules and regulations of the Securities and Exchange Commission promulgated thereunder. Holder agrees that, upon receipt of any such notice from the Company of the happening of any event of the kind described herein, Holder will forthwith discontinue disposition of Registrable Securities pursuant to such registration statement until such Holder's receipt of the copies of the supplemented or amended prospectus, and, if so directed by the Company, Holder will deliver to the Company (at its expense) all copies in its possession, other than permanent file copies then in Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. (b) Prepare and file with the Commission 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 Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder. (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 United States jurisdictions as shall be reasonably requested by Holder 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 the Holder pro rata based upon the number of shares registered by Holder and all other holders of equity securities of the Company seeking to register and sell such securities pursuant to such registration statement, to the extent required by such jurisdiction. (e) Furnish to each Holder a signed counterpart, addressed to all such Holders, of (i) a "cold comfort" letter signed by the independent certified public accountants who have audited the Company's financial statements included in the registration statement, dated the effective date of such registration statement, and (ii) an opinion of counsel for the Company, dated the closing date related to the sale of Shares (in a firmly underwritten sale), covering substantially the same matters with respect to the registration statement and the Shares as are customarily covered in opinions of issuers' counsel and in accountants' letters in underwritten public offerings, and shall furnish each Holder a customary accountants' bring down letter dated the closing date related to such sale of Shares, provided that the obligations of the Company set forth in this Paragraph 4(e) shall only arise if the registration statement is declared effective in the period beginning with the filing of the Company's Form 10-K for the applicable year and ending on the date 134 days after the fiscal year end to which such Form 10-K relates, and during any other period, such obligations shall arise only upon the written agreement of the Holders to pay all reasonable legal and accounting fees incurred in obtaining such accountants letter or opinions, as the case may be. (f) In connection with any underwritten offering pursuant to a registration statement filed pursuant to Paragraph 2 hereof , the Company will enter into an underwriting agreement reasonably necessary to effect the offer and sale of Shares provided that such underwriting agreement contains reasonable and customary underwriting, indemnification, contribution and other provisions for such an offering, consistent with the past practices of the Company. 5. Obligation to Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that Holder shall furnish to the Company such information regarding Holder, or the Registrable Securities held by Holder, and the intended method of disposition of such securities, as the Company shall reasonably request or as shall be required in connection with the action to be taken by the Company hereunder, including but not limited to information required by Items 507 and 508 of Regulation S-K under the Act. In the event that Holder reasonably determines to alter its method of disposition, the Company shall prepare and file with the Commission such pre-effective or post effective amendments or revised prospectuses (including preliminary prospectuses) as may be reasonably necessary to permit Holder to so dispose of Shares. 6. Expenses of Registration. All expenses incurred in connection with a registration effected pursuant to Paragraph 2 (excluding Holder's pro rata qualification expenses under Paragraph 4(d), underwriters' discounts and commissions, and counsel, advisory or consultant fees of Holder), including without limitation all registration and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Company, shall be borne by the Company. Any expenses of a registered offering under Paragraph 2 not required to be borne by the Company shall be borne pro rata based upon the number of shares registered by Holder and all other holders of equity securities of the Company seeking to registered and sell such securities pursuant to such registration statement. 7. Company Registration Expenses. In the case of any registration effected pursuant to Paragraph 3, the Company shall bear any additional registration and qualification fees and expenses (excluding additional underwriters' discounts and commissions), and any additional costs and disbursements of counsel for the Company that result from the inclusion of securities held by the Holder in such registration. Any such additional expenses of the registration not required to be borne by the Company shall be borne by the selling Holder and any other stockholders participating in the registration, pro rata on the basis of the amount of securities so registered; provided, however, that if any such additional cost or expense is attributable solely to Holder and does not constitute a normal cost or expense of such a registration, such cost or expense shall be allocated to Holder. In addition, Holder shall bear the fees and costs of its own counsel, advisors and consultants. 8. Underwriting Requirements. In connection with any offering involving an underwriting of shares being issued by the Company or sold by Rigas Shareholders under Paragraph 3, Holder hereby agrees to accept the terms of the underwriting as agreed upon between the Company and/or the Rigas Shareholders, as the case may be, and the underwriters selected by the Company. 9. Delay of Registration. Holder shall not 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. 10. Indemnification. In the event any Registrable Securities are included in a registration statement under this Agreement: (a) To the extent permitted by law, the Company will indemnify and hold harmless Holder, its officers, directors, employees and agents, any underwriter (as defined in the Act) for it, and each person, if any, who controls Holder or such underwriter within the meaning of the Act, against any losses, claims, damages, or liabilities, joint or several, to which they may become subject under the Act, the Securities Exchange Act of 1934, as amended (the "Exchange 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 or incorporated by reference 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 or in any incorporated document 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 applicable to the Company and relating to action or inaction required of the Company in connection with any registration; and will reimburse such Holder, its officers, directors, employees and agents, such underwriter, or controlling persons 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 indemnity agreement contained in this Paragraph 10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, expenses or action if such settlement is effected without the consent of the Company (not to be unreasonably withheld) nor shall the Company be liable in any such case for any such loss, claim, damage, liability, expenses, 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 permitted by law, Holder will 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, and each agent and any underwriter for the Company (within the meaning of the Act) against any losses, claims, damages, or liabilities, joint or several, to which the Company and/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 Holder expressly for use in connection with such registration; and Holder will reimburse any legal or other expenses reasonably incurred by the Company and/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 10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, expense or action if such settlement is effected without the consent of such Holder (which shall not be unreasonably withheld). (c) Promptly after receipt by an indemnified party under this paragraph of notice of the commencement of any action or claim, 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 in the opinion of counsel for the indemnified party a conflict of interest exists between an indemnified party and the indemnifying 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 of any liability to the indemnified party under this paragraph to the extent of such prejudice, 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) If the indemnification provided for in this Paragraph 10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then 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 of the indemnified party on the other in connection with the 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 or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Paragraph 10 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 11. Lockup Agreement. In consideration for the Company agreeing to its obligations under this Agreement, Holder agrees in connection with any registration of the Company's securities, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities (other than, subject to the requirements of Paragraph 12, (a) those included in the registration and (b) sale transactions not involving a public offering, provided that the transferee of such Holder as a condition thereto and in connection therewith, agrees to be bound by and joins into this Paragraph 11), without the prior written consent of the Company or such underwriters, as the case may be, for such period of time not to exceed 90 days from the effective date of such registration as the Company or the underwriters may specify. The Company hereby agrees to give Holder among other things written notice of the filing of a registration statement for a proposed underwritten offering to which the restrictions in this Paragraph 11 could apply if so requested. 12. Limitations on Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns; provided, that the registration rights granted to Holder in Paragraph 2 and Paragraph 3 hereof may not be assigned or transferred in whole or in part by Telesat to any transferee other than to a directly of indirectly wholly-owned subsidiary of Telesat or to an entity that owns, directly or indirectly, 100% of the outstanding capital stock of Telesat (such subsidiaries and entities, "Affiliates"), and any such Affiliate may freely reassign such rights to any other Affiliate, which Affiliate agrees to be bound by and joins in this Agreement as a Holder and thereby agrees among other things to provide all necessary information to the Company pursuant to Paragraph 5 in connection with a registration hereunder and all references herein to Holder shall as the context requires be deemed to be adjusted to reflect the existence of more than one Holder. 13. Information. The Company covenants and agrees to use its best efforts to make and keep public information available, as required by Rule 144(c) under the Act, at all times from the second anniversary of the date hereof to the third anniversary of the date hereof, if any Registrable Securities shall then be outstanding. The Company agrees to use its best efforts not to cause the Common Stock to be removed from registration pursuant to Section 12 of the Securities Exchange Act of 1934. 14. Termination. Unless sooner terminated pursuant to the terms of this Agreement, the obligations of the Company pursuant to Paragraphs 2 and 3 hereof as to Holder's Registrable Securities shall expire upon the earlier of: (i) the sale or other disposition of such Registrable Securities by Holder, which is made together with an assignment of this Agreement in compliance with Paragraph 12 hereof, (ii) the Final Expiration Date of this Agreement or (iii) upon a Holder's failure to, or decision not to, include such Holder's Registrable Securities in a registration statement filed pursuant to Section 2(d), or (iv) the date when Holder's Registrable Securities then outstanding may be resold during the succeeding three-month period without Holder being required to deliver a prospectus with respect thereto under the Act or the rules and regulations promulgated thereunder. In addition to the foregoing, the obligations of the Company pursuant to this Agreement shall terminate if Holder notifies the Company in writing that it does not wish to have its Shares registered under Paragraph 2 hereof. Notwithstanding the foregoing, the obligations of the parties under Paragraph 10 hereof shall survive any such termination. 15. 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. 16. 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 New York without regard to any jurisdiction's conflicts of laws provisions. 17. 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. 18. 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. 19. 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: Jake Kane Colin H. Higgin 5 West Third Street Coudersport, Pennsylvania 16915 Telephone: (814) 274-9830 Facsimile: (814) 274-8631 with a copy to: Buchanan Ingersoll Professional Corporation 5800 USX Tower, 600 Grant Street Pittsburgh, Pennsylvania 15219 Attn: Carl E. Rothenberger, Esq. Telephone: (412) 562-8826 Facsimile: (412) 562-9316 If to Holder: Telesat Cablevision, Inc. c/o ESI Energy, Inc. 1400 Centerpark Boulevard, Suite 600 West Palm Beach, FL 33401 Attn: L.J. Gelber Telephone: (407) 687-4800 Facsimile: (407) 687-4932 with a copy to: Steel Hector & Davis 1900 Phillips Point West 777 South Flager Drive West Palm Beach, FL 33401 Attn: Elisa L. Fuller, P.A. Telephone: (407) 650-7247 Facsimile: (407) 832-9368 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. 20. 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. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by a duly authorized representative as of the day first above written. HOLDER: TELESAT CABLEVISION, INC. By: /s/ L. J. Gelber Name: L. J. Gelber Title: Chairman COMPANY: ADELPHIA COMMUNICATIONS CORPORATION By: /s/ LeMoyne T. Zacherl Name: LeMoyne T. Zacherl Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----