ANTEC CORP
8-K, EX-10.3, 2000-10-25
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                                                    EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT, dated as of ________________ (this
"Agreement"), by and between NORTEL NETWORKS LLC, a limited liability company
organized under the laws of Delaware ("Investor") and BROADBAND PARENT
CORPORATION, a Delaware corporation ("Newco").

         WHEREAS, pursuant to (i) an Agreement and Plan of Reorganization dated
as of October 18, 2000 (the "Plan of Reorganization") among Newco, ANTEC
Corporation, Broadband Transition Corporation, Nortel Networks Inc., Investor
and Arris Interactive L.L.C., and (ii) an Investor Rights Agreement dated as of
the date hereof among Newco, Nortel Networks Inc. and Investor, Investor will
receive at the Closing (as such term is defined in the Plan of Reorganization)
shares of Newco Common Stock (such shares and any shares of Newco Common Stock
acquired or to be acquired from time to time by Investor and any Permitted
Transferee (as defined below), the "Newco Shares");

         WHEREAS, in connection with the Plan of Reorganization, Newco has
agreed 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.       Demand Registration.

                  (a)      Investor or any person acquiring by transfer any
         Newco 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 require registration under the Securities Act (as
         defined below), of the Newco Shares and any securities issued in
         exchange for or in respect of such Newco Shares, whether pursuant to a
         stock dividend, stock split, stock reclassification, recapitalization
         or otherwise (such Newco Shares and such securities issued in exchange
         for or in respect of such Newco Shares being collectively referred to
         herein as the "Registrable Shares") upon the terms and subject to the
         conditions set forth in this Agreement. For purposes of this Agreement,
         "Securities Act" shall mean the United States Securities Act of 1933,
         as amended, or any successor federal statute, and the rules and
         regulations of the United States Securities and Exchange Commission (or
         any other federal agency at the time administering such Act) (the
         "Commission") issued under such Act, as they may, from time to time, be
         in effect.

                  (b)      Upon receipt by Newco of a written demand for
         registration hereunder, Newco shall (i) promptly notify each other
         Stockholder in writing of its receipt of such initial written demand
         for registration and (ii) as soon as practicable, but in no event more
         than 30 days (except that with respect to any registration on a Form
         S-1 Registration


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         Statement (or successor form thereto), such period shall be 45 days)
         after receipt of such written demand, file with the Commission, and use
         its reasonable 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 demand and in any written demand from any other
         Stockholder received by Newco within 20 days of its giving the notice
         specified in clause (i) hereof.

                  (c)      If so requested by any Stockholder demanding
         participation in a public offering or distribution of Registrable
         Shares (a "Selling Stockholder") pursuant to this Section 1, the
         Registration Statement shall provide for a 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 then outstanding, 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
         by the Selling Stockholders and approved by Newco, which approval shall
         not be unreasonably withheld. Newco shall enter into the same
         underwriting agreement as shall the Selling Stockholders, containing
         representations, warranties and agreements customarily made by an
         issuer in underwriting agreements with respect to secondary
         distributions. Newco, as a condition to fulfilling its obligations
         under this Agreement, may require the underwriters to enter into an
         agreement in customary form indemnifying Newco and the Selling
         Stockholders 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 Newco by the underwriters specifically for use
         in the preparation thereof.

                  (d)      If the Board of Directors of Newco, in its good faith
         judgment, determines that the filing of a Registration Statement
         pursuant to this Section 1 should not be made because it would
         materially and adversely affect any material business transaction
         involving Newco (a "Valid Business Reason"), Newco may postpone filing
         such a Registration Statement until such Valid Business Reason no
         longer exists, but in no event for more than 75 days (such period of
         postponement, the "Postponement Period"); and Newco shall give written
         notice of its determination to postpone the filing of a Registration
         Statement and of the fact that the Valid Business Reason for such
         postponement no longer exists, in each case, promptly after the
         occurrence thereof; provided, however, Newco shall not be permitted to
         postpone the filing of a Registration Statement after the expiration of
         any Postponement Period until 12 months after the expiration of such
         Postponement Period. If Newco shall give any notice of postponement of
         any Registration Statement, Newco shall not, during the Postponement
         Period, register any shares of Newco Common Stock, other than pursuant
         to a registration statement on Form S-4 or S-8 (or an equivalent
         registration form then in effect). If Newco shall give any notice of
         postponement of the filing of a Registration Statement, Newco shall, at
         such time as the Valid Business Reason that caused such postponement no
         longer exists (but in no event later than 75 days after the date of the
         postponement), use its reasonable best


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         efforts to effect the registration under the Securities Act of the
         Registrable Shares covered by the postponed Registration Statement in
         accordance with this Section 1. If Newco shall postpone the filing of
         any Registration Statement, any of the Selling Stockholders shall have
         the right to withdraw his or its demand for such registration by giving
         notice to Newco within 20 days of the notice of postponement. In the
         event that all of the Selling Stockholders withdraw their demand, such
         demand 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 been effected for
         the purposes of Sections 4(a) and 4(c) hereof unless such Selling
         Stockholders 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 Newco incurred in connection with such
         registration.

                  (f)      In the event that a Registration Statement demanded
         by a Selling Stockholder pursuant to Section 1 hereof involves a firm
         commitment 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 Newco Common
         Stock or other securities of Newco to be offered and sold for the
         account of any person (including Newco) other than such Selling
         Stockholder (each, a "Piggy-Back Seller") would adversely affect the
         offering of any Registrable Shares by the Selling Stockholder, then,
         subject to the provisions of that certain Registration Rights
         Agreement, dated October 29, 1996, as amended, between ANTEC
         Corporation and Tele-Communications, Inc., as in effect on the date
         hereof (the "TCI Registration Rights Agreement"), 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 Sellers) 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
         demanded to be registered by the Selling Stockholder. Subject to the
         provisions of the TCI Registration Rights Agreement, in no event shall
         a Selling Stockholder be required to reduce the number of Registrable
         Shares demanded to be registered by such Selling Stockholder pursuant
         to Section 1 hereof as a result of the inclusion in any Registration
         Statement of Newco Common Stock or other securities of Newco to be
         offered and sold for the account of any Piggy-Back Seller. All
         references in this Agreement to the TCI Registration Rights Agreement
         shall be understood to include the rights, remedies, obligations or
         liabilities of Newco (as successor to ANTEC Corporation) under the TCI
         Registration Rights Agreement upon and by reason of the closing of the
         transactions contemplated by the Plan of Reorganization.

         2.       Incidental Registrations. Each time that Newco
proposes to register any of its equity securities under the Securities Act
(other than a registration effected solely to implement


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an employee benefit or stock option plan or to sell shares obtained under any
employee benefit or stock option plan or a registration in connection with a
transaction to which Rule 145 or any successor rule of the Commission under the
Securities Act is applicable), whether for its account or the account of other
stockholders of Newco, Newco will give written notice to the Stockholders of its
intention to do so. Each of the Stockholders may give Newco a written request to
register all or some of its Registrable Shares in the registration described in
the written notice from Newco as set forth in the foregoing sentence, provided
that such written request is given within 20 days after receipt of any such
notice from Newco (with such request stating (i) the amount of Registrable
Shares to be disposed of and the intended method of disposition of such
Registrable Shares and (ii) any other information customarily requested by
issuers in secondary distributions to properly effect the registration of such
Registrable Shares). Upon receipt of such request, Newco will use its reasonable
best efforts to cause promptly all such Registrable Shares 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 firm commitment underwritten
public offering and the managing underwriter thereof determines reasonably and
in good faith in writing that the inclusion of such securities would materially
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, subject to the provisions of the TCI Registration Rights Agreement, if
securities are being offered for the account of other persons or entities as
well as Newco, such reduction shall be made pro rata from the securities
intended to be offered by such persons and from the Selling Stockholders.

         Newco's obligations under this Section 2 shall apply to a registration
to be effected for securities to be sold for the account of Newco as well as a
registration statement which includes securities to be offered for the account
of other holders of Newco equity securities. No registration effected under this
Section 2 shall relieve Newco of its obligations to effect demand registrations
under Section 1.

         3.       Expenses of Registration. Newco shall pay all costs and
expenses directly attributable to the registration of the Registrable Shares
pursuant hereto, including, without limitation: (a) Commission, Nasdaq National
Market (or exchange) and NASD registration and filing fees; (b) fees and
expenses of compliance with state and provincial securities or "blue sky" laws
and in connection with the preparation of a "blue sky" survey, including without
limitation, reasonable fees and expenses of blue sky counsel; (c) printing and
copying expenses; (d)messenger and delivery expenses; (e) expenses incurred in
connection with any road show; (f) fees and disbursements of counsel for Newco;
(g) with respect to each registration, the fees and disbursements of one counsel
for the Selling Stockholders (selected by the Selling Stockholders); (h) fees
and disbursements of all independent public accountants (including the expenses
of any audit and/or "cold comfort" letter) and fees and expenses of other
persons, including special experts, retained by Newco; (i) fees and expenses of
underwriters, if any, customarily paid by issuers or sellers of securities.
Notwithstanding the foregoing, all transfer taxes, brokerage commissions and
underwriters' discounts attributable to the Registrable Shares being offered and
sold by such Selling Stockholders and any out-of-pocket expenses of the Selling
Stockholders




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(except as expressly contemplated by the preceding sentence) shall
be for the account of the Selling Stockholders.


         4.       Limitations on Registration Rights. Notwithstanding anything
to the contrary contained elsewhere herein, the registration rights granted to
the Stockholders under the provisions of Section 1 hereof are expressly subject
to the following terms, conditions and limitations:

                  (a)      In no event shall Newco be obligated to effect more
         than three (3) registrations on a Form S-1 Registration Statement.

                  (b)      Newco shall not be required to effect any
         registration pursuant to Section 1 unless the demand or demands for
         registration cover an aggregate number of Registrable Shares
         constituting at least five percent (5%) of the then outstanding shares
         of Common Stock.

                  (c)      The Stockholders shall not be entitled to demand
         Newco to register Registrable Shares pursuant to Section 1 more than
         once in any 150-day period.

                  (d)      Newco shall be entitled to extend the time period
         specified in Section 1(b)(ii) with respect to the filing of a
         Registration Statement for an additional period of time not to exceed
         thirty (30) days if Newco, in order to comply with such demand, would
         be required to (A) undergo a special interim audit or (B) 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.


         5.       Obligations with Respect to Registration.

                  (a)      If and whenever Newco is obligated by the provisions
         of this Agreement to effect the registration of any Registrable Shares
         under the Securities Act, Newco shall, as expeditiously as possible:

                           (i)      prepare and file with the Commission a
                  Registration Statement on an appropriate registration form of
                  the Commission for the disposition of such Registrable Shares
                  in accordance with the intended method of disposition thereof,
                  and such Registration Statement shall comply as to form in all
                  material respects with the requirements of the applicable form
                  and include all financial statements required by the
                  Commission to be filed therewith, and Newco shall use its
                  reasonable best efforts to cause such Registration Statement
                  to become and remain effective (provided, however, that before
                  filing a Registration Statement or prospectus or any
                  amendments or supplements thereto, or comparable statements
                  under securities or blue sky laws of any jurisdiction, Newco
                  will furnish to one counsel for the Selling Stockholders
                  participating in the planned offering and the underwriters, if
                  any, copies of all such documents proposed to be filed
                  (including all exhibits thereto), which documents will be
                  subject to the reasonable review



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                  and reasonable comment of such counsel, and Newco shall not
                  file any Registration Statement or amendment thereto or any
                  prospectus or supplement thereto to which the holders of a
                  majority of the Registrable Shares covered by such
                  Registration Statement or the underwriters, if any, shall
                  reasonably object in writing);

                           (ii)     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 with respect
                  to the disposition of all Registrable Shares covered by the
                  Registration Statement for the period required to effect the
                  distribution of such Registrable Shares, but in no event shall
                  Newco be required to do so for a period of more than 180 days
                  following the effective date of the Registration Statement
                  other than a Shelf Offering and for a Shelf Offering, the
                  earlier of (A) the date the offering is completed and (B) two
                  years following the effective date of the Shelf Offering;

                           (iii)    furnish at Newco's expense to the Selling
                  Stockholders such number of copies of the Registration
                  Statement and any preliminary, final, supplemental or amended
                  prospectus, in conformity with the requirements of the
                  Securities Act, as may reasonably be requested by the Selling
                  Stockholders in order to facilitate the disposition of the
                  Registrable Shares covered by such Registration Statement, but
                  only while Newco 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 and Canada 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 Newco
                  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;

                           (v)      promptly notify each Selling Stockholder
                  covered by such Registration Statement and each managing
                  underwriter, if any: (A) when the Registration Statement, any
                  pre-effective amendment, the prospectus or any prospectus
                  supplement related thereto or post-effective amendment to the
                  Registration Statement has been filed and, with respect to the
                  Registration Statement or any post-effective amendment, when
                  the same has become effective; (B) of any request by the
                  Commission or state or provincial securities authority



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                  for amendments or supplements to the Registration Statement or
                  the prospectus related thereto or for additional information;
                  (C) of the issuance by the Commission of any stop order
                  suspending the effectiveness of the Registration Statement or
                  the initiation of any proceedings for that purpose; (D) of the
                  receipt by Newco of any notification with respect to the
                  suspension of the qualification of any Registrable Shares for
                  sale under the securities or blue sky laws of any jurisdiction
                  or the initiation of any proceeding for such purpose; (E) of
                  the existence of any fact of which Newco becomes aware which
                  results in the Registration Statement, the prospectus related
                  thereto or any document incorporated therein by reference
                  containing an untrue statement of a material fact or omitting
                  to state a material fact required to be stated therein or
                  necessary to make any statement therein not misleading; and
                  (F) if at any time the representations and warranties
                  contemplated by any underwriting agreement, securities sale
                  agreement, or other similar agreement, relating to the
                  offering shall cease to be true and correct in all material
                  respects; and, if the notification relates to an event
                  described in clause (E), Newco shall promptly prepare and
                  furnish to each such Selling Stockholder and each underwriter,
                  if any, a reasonable number of copies of a prospectus
                  supplemented or amended so that, as thereafter delivered to
                  the purchasers of such Registrable Shares, such prospectus
                  shall not include an 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 the light of the
                  circumstances under which they were made, not misleading;

                           (vi)     comply with all applicable rules and
                  regulations of the Commission, and make generally available to
                  its security holders, as soon as reasonably practicable after
                  the effective date of the Registration Statement (and in any
                  event within 16 months thereafter), an earnings statement
                  (which need not be audited) covering the period of at least
                  twelve consecutive months beginning with the first day of
                  Newco's first calendar quarter after the effective date of the
                  Registration Statement, which earnings statement shall satisfy
                  the provisions of Section 11(a) of the Securities Act and Rule
                  158 (or any successor rule) thereunder;

                           (vii)    enter into such customary agreements
                  (including, if applicable, an underwriting agreement) and take
                  such other actions as the holders of a majority of the
                  Registrable Shares participating in such offering shall
                  reasonably request in order to expedite or facilitate the
                  disposition of such Registrable Shares. The holders of the
                  Registrable Shares which are to be distributed by such
                  underwriters shall be parties to such underwriting agreement
                  and may, at their option, require that Newco make to and for
                  the benefit of such Selling Stockholders the representations,
                  warranties and covenants of Newco which are being made to and
                  for the benefit of such underwriters;

                           (viii)   obtain an opinion from Newco's counsel and a
                  "cold comfort" letter from Newco's independent public
                  accountants in customary form and covering such matters as are
                  customarily covered by such opinions and "cold comfort"
                  letters delivered to underwriters in underwritten public
                  offerings, which opinion



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                  and letter shall be reasonably satisfactory to the
                  underwriter, if any, and to the Selling Stockholders, and
                  furnish to each Selling Stockholder and to each underwriter,
                  if any, a copy of such opinion and letter addressed to such
                  Selling Stockholder or underwriter;

                           (ix)     deliver promptly to each Selling Stockholder
                  and each underwriter, if any, copies of all correspondence
                  between the Commission and Newco, its counsel or auditors,
                  make reasonably available for inspection by any Selling
                  Stockholder of such Registrable Shares covered by such
                  Registration Statement, by any underwriter participating in
                  any disposition to be effected pursuant to such Registration
                  Statement and by any attorney, accountant or other agent
                  retained by any such Selling Stockholder or any such
                  underwriter, all pertinent financial and other records,
                  pertinent corporate documents and properties of Newco, and
                  cause all of Newco's officers, directors and employees to
                  supply all information reasonably requested by any such
                  Selling Stockholder, underwriter, attorney, accountant or
                  agent in connection with such Registration Statement;

                           (x)      use its reasonable best efforts to obtain
                  the withdrawal of any order suspending the effectiveness of
                  the Registration Statement;

                           (xi)     promptly prior to the filing of any document
                  which is to be incorporated by reference into the Registration
                  Statement or the prospectus (after the initial filing of such
                  Registration Statement) provide copies of such document to
                  counsel for the Selling Stockholders and to each managing
                  underwriter, if any, and make Newco's representatives
                  reasonably available for discussion of such document and make
                  such changes in such document concerning the Selling
                  Stockholders prior to the filing thereof as counsel for such
                  Selling Stockholders or underwriters may reasonably request;

                           (xii)    furnish to each Selling Stockholder and
                  managing underwriter, if any, without charge, at least one
                  signed copy of the Registration Statement and any
                  post-effective amendments thereto, including financial
                  statements and schedules, all documents incorporated therein
                  by reference and all exhibits (including those incorporated by
                  reference);

                           (xiii)   cooperate with the Selling Stockholders and
                  managing underwriters, if any, to facilitate the timely
                  preparation and delivery of certificates not bearing any
                  restrictive legends representing the Registrable Shares to be
                  sold, and cause such Registrable Shares to be issued in such
                  denominations and registered in such names in accordance with
                  the underwriting agreement prior to any sale of Registrable
                  Shares to the underwriters or, if not an underwritten
                  offering, in accordance with the instructions of the Selling
                  Stockholders at least three business days prior to any sale of
                  Registrable Shares and instruct any transfer agent and
                  registrar of Registrable Shares to release any stop transfer
                  orders in respect thereof;


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                           (xiv)    comply in all respects with Regulation M of
                  the Exchange Act (as defined below), and any successor rules
                  and regulations to Regulation M ("Regulation M"), during any
                  distribution of Registrable Shares pursuant to this Agreement;
                  and

                           (xv)     cause such Registrable Shares covered by a
                  Registration Statement to be listed on the principal exchange
                  or exchanges (including the Nasdaq Stock Market) on which the
                  Newco Common Stock is then listed upon the sale of such
                  Registrable Shares pursuant to such Registration Statement.

                  For purposes of this Agreement, "Exchange Act" shall mean the
         United States Securities Exchange Act of 1934, as amended, or any
         successor federal statute, and the rules and regulations of the
         Commission issued under such Act, as they may, from time to time, be in
         effect.

                  (b)      Subject to any rights under registration rights
         agreements which ANTEC Corporation is a party as of the date hereof,
         Newco agrees that if it shall previously have received a request for
         registration pursuant to Section 1 hereof and if such previous
         registration shall not have been withdrawn or abandoned, Newco shall
         not effect any registration of any of its securities under the
         Securities Act (other than a registration on Form S-4 or Form S-8 or
         any successor form which is then in effect), whether or not for sale
         for its own account, until a period of 60 days, shall have elapsed from
         the effective date of such previous registration.

                  (c)      Newco'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 Newco in connection with the preparation of the
                  Registration Statement, and for so long as Newco is obligated
                  to file and keep effective the Registration Statement, shall
                  provide to Newco, 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 reasonably requested to enable Newco 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 Regulation M and
                  pursuant thereto it shall, among other things: (A) not engage
                  in any stabilization activity in connection with the
                  securities of Newco in contravention of such regulation; (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



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                  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 Newco or attempt to induce any
                  person to purchase any securities of Newco other than as
                  permitted under the Exchange Act.

                           (iii)    If the Registration Statement provides for a
                  Shelf Offering, then at least five (5) business days prior to
                  any distribution of the Registrable Shares, any Selling
                  Stockholder who is an "affiliated purchaser" (as defined in
                  Rule 100 of Regulation M) of Newco shall advise Newco 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 Newco when each distribution of
                  such Registrable Shares is complete.

                           (iv)     Stockholder agrees and covenants that, upon
                  receipt of any notice from Newco of the happening of any event
                  of the kind described in Section 5(a)(v)(E) hereof,
                  Stockholder will forthwith discontinue disposition of
                  Registrable Shares pursuant to the registration statement
                  covering such Registrable Shares until Stockholder's receipt
                  of the copies of the supplemented or amended prospectus
                  contemplated by such section, and, if so directed by Newco,
                  Stockholder will deliver to Newco all copies, other than
                  permanent file copies, then in Stockholder's possession of the
                  most recent prospectus covering such Registrable Shares at the
                  time of receipt of such notice; provided, however, that the
                  Company shall use its reasonable best efforts to promptly
                  prepare and furnish to each such Selling Stockholder and each
                  underwriter, if any, a reasonable number of copies of the
                  supplemented or amended prospectus.

         6.       Indemnification.

                  (a)      By Newco. Newco agrees to indemnify and hold
         harmless, to the full extent permitted by law, each Selling
         Stockholder, its officers, directors and agents, and each person, if
         any, who controls any of the foregoing persons within the meaning of
         the Securities Act against all losses, claims, damages, liabilities and
         expenses, joint or several (including reasonable fees of one counsel
         for all Selling Stockholders) ("Losses"), to which each indemnified
         party may become subject under the Securities Act, state and provincial
         securities laws or otherwise in respect thereof insofar as such Losses
         arise out of or are based upon 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 Newco by such Selling Stockholder expressly for
         use therein. In connection with an underwritten offering, Newco will
         indemnify the underwriters thereof, their officers and directors and
         each person who controls such underwriters (within the



                                       10
<PAGE>   11

         meaning of the Securities Act) to the same extent as provided above
         with respect to the indemnification of the holders of Registrable
         Shares. Newco will reimburse each such indemnified party for all legal
         or other expenses reasonably incurred by such party (as 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. The foregoing indemnity and reimbursement of expenses shall
         remain in full force and effect regardless of any investigation made by
         or on behalf of such indemnified party and shall survive the transfer
         of such Registrable Shares by such Selling Stockholder.

                  (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 Newco in writing such
         information with respect to such Selling Stockholder as Newco
         reasonably requests for use in connection with any such registration
         statement or prospectus and agrees to indemnify, severally and not
         jointly, to the extent permitted by law, Newco, the directors and
         officers of Newco and each person who controls Newco (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
         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
         net 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. Newco 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 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. Newco and each Selling Stockholder
         hereby acknowledge and agree that, unless otherwise expressly agreed to
         in writing by such Selling Stockholder to the contrary, for all
         purposes of this Agreement the only information furnished or to be
         furnished to Newco for use in any such registration statement,
         preliminary, final or summary prospectus or amendment or supplement
         thereto are statements specifically relating to (i) transactions
         between such Selling Stockholder and its affiliates, as that term is
         defined in Rule 12b-2 of the Exchange Act ("Affiliates"), on the one
         hand, and Newco, on the other hand; (ii) the beneficial ownership of
         shares of Newco Common Stock by such Selling Stockholder and its
         Affiliates, (iii) the name and address of such Selling



                                       11
<PAGE>   12

         Stockholder, and (iv) any additional information about such Selling
         Stockholder or the plan of distribution (other than for an underwritten
         offering) that is required by law to be disclosed in any such document.

                  (c)      Third Party Claims. Promptly after the receipt by any
         party hereto of notice of any claim, action, suit or proceeding
         (whether commenced or threatened) 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 expenses, (ii) any relief other than the payment of money
         damages is sought against the Indemnified Party, (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 or (iv) the
         Indemnified Party shall have been advised by counsel that
         representation of both parties by the same counsel is otherwise
         inappropriate under applicable standards of professional conduct, and,
         in any 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 proportion as is appropriate
         to reflect the relative fault of the indemnifying party on the



                                       12
<PAGE>   13

         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) Newco 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. Notwithstanding
         anything in this Section 6(d) to the contrary, no Indemnifying Party
         (other than Newco) shall be required pursuant to this Section 6(d) to
         contribute any amount in excess of the net proceeds received by such
         Indemnifying Party from the sale of Registrable Shares in the offering
         to which the Losses of the Indemnified Parties relate, less the amount
         of any indemnification payment made by such Indemnifying Party pursuant
         to subsection (a) or (b) of this Section 6.

                  (e)      The indemnity agreements contained herein shall be in
         addition to any other rights to indemnification or contribution which
         any Indemnified Party may have pursuant to law or contract and shall
         remain operative and in full force and effect regardless of any
         investigation made or omitted by or on behalf of any Indemnified Party
         and shall survive the transfer of the Registrable Shares by any such
         party.

                  (f)      The indemnification and contribution required by this
         Section 6 shall be made by periodic payments of the amount thereof
         during the course of the investigation or defense, as and when bills
         are received or expense, loss, damage or liability is incurred.

         7.       Limitations on Subsequent Registration Rights; Priority.
Subject to the provisions of the TCI Registration Rights Agreement, Newco shall
not, without the prior written consent of Stockholders holding at least a
majority of the Registrable Shares then held by all Stockholders, enter into any
agreement with any holder or prospective holder of any securities of Newco which
grants such holder or prospective holder rights to include securities of Newco
in any Registration Statement any of which material rights are more favorable
than those provided to Stockholders hereunder, without also offering to
Stockholders such more favorable material rights.

         8.       Rule 144 Requirements. Newco agrees to:

                  (a)      make and keep current public information about Newco
available, as those terms are understood and defined in Rule 144;

                  (b)      use its reasonable best efforts to file with the
Commission in a timely manner all reports and other documents required of Newco
under the Securities Act and the Exchange Act; and

                                       13
<PAGE>   14

                  (c)      furnish to any holder of Registrable Shares upon
request (i) a written statement by Newco as to its compliance with the reporting
requirements of Rule 144 and of the Securities Act and the Exchange Act, (ii) a
copy of the most recent annual or quarterly report of Newco and (iii) such other
reports and documents of Newco as such holder may reasonably request to avail
itself of any similar rule or regulation of the Commission allowing it to sell
any such securities without registration.

         9.       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:

                                    Nortel Networks LLC
                                    200 Athens Way
                                    Nashville, TN 37228
                                    Attn:  Legal Department
                                    Facsimile: (615) 432-4067

                                    and with a copy to:

                                    Nortel Networks Inc.
                                    2221 Lakeside Blvd.
                                    Richardson, TX 75082
                                    Attn:  Robert Fishman
                                    Facsimile:  (972) 684-3888

                                    (ii) if to Newco:

                                    Broadband Parent Corporation
                                    c/o ANTEC Corporation
                                    11450 Technology Circle
                                    Duluth, GA 30097
                                    Attn:  Larry Margolis
                                    Facsimile:  (678) 473-8470

                                    and with a copy to:

                                    ANTEC Corporation
                                    11450 Technology Circle
                                    Duluth, GA 30097
                                    Attn:  Bob Stanzione
                                    Facsimile:  (678) 473-8470

                                       14
<PAGE>   15


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, together with the
TCI Registration Rights 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 and rights conferred upon Permitted
Transferees. Nothing in this Agreement shall be deemed to create an independent
obligation on the part of any Stockholder to sell any Registrable Shares
pursuant to any effective registration statement.

                  (d)      Termination. This Agreement shall terminate upon the
first such instance as the Stockholders, collectively, cease to own at least two
percent (2%) of the outstanding Newco Common Stock. Notwithstanding the
foregoing, the rights, duties and obligations of Newco and the Stockholders
under Section 6 shall survive the termination of this Agreement.

                  (e)      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.

                  (f)      Enforceability. Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction.

                  (g)      Equitable Remedies. The parties hereto acknowledge
that there would be no adequate remedy at law if any party fails to perform any
of its obligation hereunder, and, accordingly, agree that each party, in
addition to any other remedy to which it may be entitled at law or in equity,
shall be entitled to injunctive relief, including specific performance, to
enforce such obligations without the posting of any bond, and, if any action
should be brought in equity to enforce any of the provisions of this Agreement,
none of the parties hereto shall raise the defense that there is an adequate
remedy at law.

                  (h)      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.

                                       15
<PAGE>   16

                  (i)      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.

                  (j)      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.

                  [Remainder of page intentionally left blank.]


                                       16
<PAGE>   17

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.




                                           INVESTOR

                                           NORTEL NETWORKS LLC


                                           By:
                                              ----------------------------------
                                           Its:
                                               ---------------------------------


                                           BROADBAND PARENT CORPORATION



                                           By:
                                              ----------------------------------
                                           Its:
                                               ---------------------------------


                                       17



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