1
EXHIBIT 10.25
WARRANT PURCHASE AGREEMENT
This Warrant Purchase Agreement (this "Agreement") is made as of May 5,
1998, by and between At Home Corporation (the "Company") and Century
Communications Corp. ("Purchaser").
The parties hereby agree as follows:
1. DEFINITIONS INCORPORATED BY REFERENCE. The following terms shall have
the meaning ascribed to them in the @Home Network Distribution Agreement, dated
as of May 1, 1998, between the Company and Purchaser (the "Distribution
Agreement")
Term Cross Reference
---- ---------------
Living Unit Section 1(q)
Master Roll-Out Plan Section 2(a)(i)
2. PURCHASE AND SALE OF INITIAL WARRANT. Upon the execution of this
Agreement, the Company will issue and sell to Purchaser and Purchaser will
purchase, in exchange for aggregate consideration of $2,761.50, a warrant to
purchase 2,630,000 shares of Series A Common Stock of the Company (the "Warrant
Shares"), in the form attached hereto as Exhibit A (the "Initial Warrant").
3. CLOSING. The closing of the purchase and sale of the Initial Warrant
(the "Closing") shall be held on the date hereof or at such other time as the
Company and Purchaser may mutually determine. At the Closing, Purchaser will
deliver to the Company a check or wire transfer funds in the amount of the
purchase price of the Initial Warrant and the Company shall deliver the Initial
Warrant to Purchaser.
4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. The representations and
warranties of Purchaser set forth in Section 8 of the Initial Warrant are
incorporated herein as if fully set forth herein. In addition, Purchaser
represents and warrants to the Company that:
(i) The number of Living Units in those geographic areas that
were used for calculating the number of Warrant Shares are indicated in the
column entitled "#HP" on the Master Roll-Out Plan attached to the Distribution
Agreement, and such numbers are true and correct as of that date.
(ii) None of the Living Units described in Section 3(i) above
were transferred to Purchaser from any cable operator that previously has
received equity securities from the Company (including warrants and other
exercisable or convertible securities) for such Living Units.
2
5. ADDITIONAL WARRANT.
(i) @Home agrees to offer for purchase by Century a warrant
substantially in the form attached as Exhibit B (the "Second Warrant") upon
satisfaction of the following condition:
On or prior to December 31, 1998, Century enters into
binding purchase agreement(s) to acquire Living Units in
the Los Angeles area, in addition to those covered by
the original Master Roll-Out Plan attached to the
Distribution Agreement, excluding any acquired Living
Units in respect of which any cable operator has
received equity securities of the Company (including
warrants and other exercisable or convertible
securities), and such additional acquired Living Units
are added to the Master Roll-Out Plan.
(ii) The Second Warrant shall be for a number of shares of @Home
Common Stock equal to such number of additional acquired Living Units,
multiplied by two. The purchase price of the Second Warrant shall be equal to
0.01% of the aggregate exercise price of the Second Warrant.
(iii) Prior to the issuance of the Second Warrant, Purchaser
shall make the same representations and warranties to the Company with regard to
the Second Warrant as those set forth in Section 4 above with regard to the
Initial Warrant.
6. BINDING AGREEMENT; GOVERNING LAW. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties. This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents, made and to be performed entirely within the State
of California.
7. MODIFICATION; WAIVER. No modification or waiver of any provision of
this Agreement or consent to departure therefrom shall be effective unless in
writing and approved by the Company and Purchaser.
8. 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.
-2-
3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
AT HOME CORPORATION: CENTURY COMMUNICATIONS CORP.:
By: /s/ XXXX X. XXXXXXX By: /s/ XXXXXXXX X. BAIL
------------------------------ ------------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxxxx X. Bail
---------------------------- ---------------------------
Title: SVP/GM @Home Title: Vice President
--------------------------- --------------------------
Date: as of 5/5/98 Date: as of 5/5/98
----------------------------- ----------------------------
-3-
