EXHIBIT 10.26
April 9, 1998
Hyperion Telecommunications, Inc.
Main and Water Street
Coudersport, PA 16915
Re: Purchase of Class A Common Stock
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Gentlemen:
The undersigned ("Adelphia") hereby agrees to contribute to Hyperion
Telecommunications, Inc. (the "Company") the Company's 16% Subordinated Note in
the original principal amount of $25,855,432.00, dated April 15, 1996, owed to
Xxxxxxxx (the "Note"), including accrued and unpaid interest thereon, at a price
equal to 131.897% of the principal and accrued and unpaid interest thereon as of
the date of the closing under this Agreement (which price the undersigned and
the Company hereby agree to be the fair market value of the Note as determined
in accordance with a fairness opinion letter dated April 9, 1998 by Xxxxx Xxxxxx
Inc.). Such contribution shall be in consideration for the issuance by the
Company to Adelphia of an aggregate principal price amount of shares (the
"Shares") of the Class A Common Stock, par value $.01 per share (the "Class A
Common Stock") of the Company, at a price per Share equal to the purchase price
per share to the public (as described in the Underwriting Agreement) less the
underwriting discount per share paid to the Underwriters pursuant to such
Underwriting Agreement, all to be described on the cover page of the final
prospectus covering shares of Class A Common Stock sold to the public pursuant
to the Underwriting Agreement. No underwriting commissions or discounts shall
be paid to any underwriter for such purchase or sale of the Shares. Each
capitalized term used herein without being defined herein shall have the meaning
ascribed to it in that certain underwriting agreement to be entered into by and
among the Company and Xxxxx Xxxxxx Inc., Credit Suisse First Boston Corporation
and NationsBanc Xxxxxxxxxx Securities LLC, with respect to the offering and sale
of shares of Class A Common Stock to the public by the Company pursuant to
Registration Statement No. 333-48209 (the "Underwriting Agreement").
The parties hereto agree that Xxxxxxxx is entitled to rely on the
representations and warranties made by the Company in the Underwriting
Agreement; provided, however, that Xxxxxxxx represents and warrants that such
representations and warranties are true and correct to the best of its
knowledge.
Xxxxxxxx hereby represents and warrants that the Note which it is
contributing to the Company pursuant to this letter is owned by Xxxxxxxx free
and clear of all charges, claims, community property interests, conditions,
equitable interests, liens, mechanics' or construction liens, options, pledges,
security interests, rights of first refusal, or restrictions of any kind,
including any restriction on use, transfer, receipt of income, or exercise of
any other attribute of ownership.
The contribution of the Note and the purchase and sale of the Shares as
contemplated hereby shall take place on the Closing Date concurrently with the
closing on the Firm Shares. The Shares shall be purchased and shall be held for
investment.
The obligations of the parties hereto are conditioned upon the execution of
the Underwriting Agreement and the closing on the purchase and sale of the Firm
Shares as contemplated by the Underwriting Agreement. This agreement shall be
terminated without liability on the part of any party hereto in the event that
the Underwriting Agreement is not executed or the Underwriting Agreement or the
Registration Statement are terminated or withdrawn prior to the consummation of
the purchase and sale of the Firm Shares.
The Company and the undersigned hereby agree that the Shares shall be
deemed to be "Registrable Securities" for all purposes under paragraph 1(c)(i)
of the Registration Rights Agreement by and between the Company and the
undersigned, dated October 25, 1996.
This Agreement may be executed in one or more counterparts each of which,
taken together, shall constitute one and the same agreement.
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,
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
Agreed to and accepted by
HYPERION TELECOMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: President
