1
EXHIBIT 1.2
OPTEL, INC
CLASS A COMMON STOCK
PURCHASE AGREEMENT
VPC CORPORATION
000 XXXXX XXXXXX XXXX
XXXXXXXX, XXXXXX X0X 0X0
XXXXXX
Dear Sirs:
OpTel, Inc., a Delaware corporation (the "Company"), confirms its
agreement with you (the "Purchaser") with respect to the sale by the Company and
the purchase by you of 1,000,000 shares (the "Separate Securities") of Class A
Common Stock of the Company, par value $.01 per share (the "Common Stock"). The
Common Stock has been registered under the Securities Act of 1933, as amended
(the "Act") on a registration statement on Form S-1 (the "Registration
Statement").
1. Definitions. In addition to the terms defined elsewhere in this
Agreement, the following terms used in this Agreement have the meanings
set forth below:
1.1 "Selling Stockholders" and "Underwritten Securities" shall
each have the meanings given to such terms in the Underwriting
Agreement.
1.2 "Underwriting Agreement" shall mean the Underwriting Agreement
of even date herewith between Xxxxxxx Xxxxx Barney Inc.,
Xxxxxxx, Xxxxx & Co., Bear, Xxxxxxx & Co. Inc., CIBC World
Markets Corp.(collectively, the "Underwriters"), the Company
and the Selling Stockholders pursuant to which the
Underwriters shall purchase the Underwritten Securities from
the Company and the Selling Stockholders.
2. Sale and Delivery to the Purchaser; Closing. The Company agrees to sell
to the Purchaser and the Purchaser agrees to purchase from the Company,
at a purchase price of $ per share, all of the Separate Securities.
Payment of the purchase price for, and delivery of, the Separate
Securities shall be made on the same date (the "Closing Date") and at
the same place and time as the closing of the sale of the Underwritten
Securities pursuant to the Underwriting Agreement. Payment shall be
made by wire transfer or certified check or checks payable in
immediately available funds to the order of the Company or as the
Company may direct.
2
3. Covenants of the Company. The Company hereby covenants to the Purchaser
that the Company will comply in all respects with the provisions of
Section 5(i)(a) and (b) of the Underwriting Agreement as fully as if
the covenants set forth therein were set forth herein; provided,
however, that each reference to the Representatives or the Underwriters
in such sections shall for all purposes of this Section 3 be deemed to
refer to the Purchaser.
4. Conditions of the Purchasers' Obligations. The obligations of the
Purchaser to purchase and pay for the Separate Securities are subject
to the following conditions:
4.1 At the Closing Date, the Purchaser shall have been furnished
with such opinions as are furnished to the Underwriters
pursuant to Sections 6(b), (c) and (d) of the Underwriting
Agreement, provided, however, that each reference to the
Securities in such sections shall for all purposes of this
Section 4.1 be deemed to refer to the Separate Securities and
each reference to the Agreement in such sections shall for all
purposes of this Section 4.1 be deemed to refer to this
Agreement and not the Underwriting Agreement.
4.2 No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
4.3 The Underwriters shall have purchased the Underwritten
Securities pursuant to the terms of the Underwriting Agreement
simultaneously with the sale of the Separate Securities
hereunder.
If any condition specified in this Section 4 shall not have been
fulfilled in all material respects prior to ____ 1999, this Agreement
may be terminated by the Purchaser by notice to the Company, and such
termination shall be without liability on the part of any party except
as set forth in Section 5.
5. Payment of Expenses. The Company agrees to pay all expenses incident to
the performance of its obligations hereunder and further agrees to pay
on-demand all out-of-pocket expenses incurred by the Purchaser in
connection with the purchase of the Separate Securities, whether or not
the transactions contemplated by this Agreement are consummated (other
than as a result of a breach by the Purchaser of its obligations
hereunder).
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to
agreements made and to be performed in the State of New York.
3
7. Counterparts. This Agreement may be executed in one or more
counterparts and, when a counterpart has been executed by each party,
all such counterparts taken together shall constitute one and the same
agreement.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement between you and the Company in
accordance with its terms.
Very truly yours,
OPTEL, INC.
By:
---------------------
Name:
Title:
By:
---------------------
Name:
Title:
Confirmed and accepted as of the
___ day of May, 1999:
VPC CORPORATION
By:
--------------------
Name:
Title:
