Exhibit 10.03
HIGHLAND COMMUNICATIONS, L.L.C.
MAIN AT WATER STREET
COUDERSPORT, PA 16915
August 12, 1998
Adelphia Communications Corporation
Main at Water Street
Coudersport, Pennsylvania 16915
Re: Purchase of Shares of Adelphia Communications Corporation's Class A
Common Stock, $.01 par value per share (the "Common Stock")
Gentlemen:
The undersigned xxxxxx agrees to purchase directly from you, and you
agree to sell to the undersigned, upon the terms and subject to the conditions
set forth herein, an aggregate of 4,090,315 shares (the "Shares") of Common
Stock of Adelphia Communications Corporation, a Delaware corporation (the
"Company"), at a purchase price of $30.56 per share. Each capitalized term used
herein without being defined herein shall have the meaning ascribed to it in the
U.S. Underwriting Agreement, of even date herewith, among the Company and Xxxxx
Xxxxxx Inc., Xxxxxxx, Xxxxx & Co., NationsBanc Xxxxxxxxxx Securities LLC, Credit
Suisse First Boston Corporation, Xxxxxx Brothers, Inc. and TD Securities (USA)
Inc., with respect to the offering and sale of 3,280,000 shares (excluding the
over-allotment option) of Common Stock (the "U.S. Underwriting Agreement").
The parties hereto agree that the undersigned is entitled to rely on
the representations and warranties made by the Company in the U.S. Underwriting
Agreement; provided, however, that the undersigned represents and warrants to
the Company that such representations and warranties are true and correct to the
best of its knowledge.
The purchase and sale of the Shares as contemplated hereby shall take
place on the Closing Date concurrently with the closing on the Common Stock with
the Representatives and the Lead Managers. No commissions or discounts shall be
paid to any placement agent for such purchase or sale of the Shares. The Shares
shall be purchased and shall be held for investment.
The obligations of the parties hereto are conditioned upon the
concurrent closing on the purchase and sale of the Common Stock as contemplated
by the U.S. Underwriting Agreement and the International Underwriting Agreement.
This Agreement shall be terminated without liability on the part of any party
hereto in the event that the U.S. Underwriting Agreement or the International
Underwriting Agreement are terminated.
This Agreement shall be effective upon execution and delivery, by the
parties thereto, of the U.S. Underwriting Agreement and the International
Underwriting Agreement.
This Agreement may be executed in one or more counterparts each of
which, taken together, shall constitute one and the same agreement.
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This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York without giving effect to the
principles of conflicts of law thereof.
Very truly yours,
HIGHLAND COMMUNICATIONS, L.L.C.
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title:
Xxxxxx to and accepted by on this 12th day of August, 1998.
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President, Finance
