Exhibit 10.26
IPCENTA LIMITED
The Pall Mall Deposit, 000-000 Xxxxxx Xxxx
Xxxxxx X00 0XX, Phone: 00 0000 000 0000
March 23, 2000
Xxxxxx Xxxxx
c/o iPcenta Limited
The Pall Mall Deposit
000-000 Xxxxxx Xxxx
Xxxxxx X00 0XX
Phone: 00 0000 000 0000
RE: Purchase of 100 Common Units of CompleTel, LLC
Dear Xx. Xxxxx:
This letter is delivered in connection with the purchase by you, Xxxxxx Xxxxx
("Xxxxx") of 100 common units (the "Units") of CompleTel LLC ("CompleTel") at a
per unit price of US$2,065 and an aggregate price of US$206,500. IPcenta
Limited ("iPcenta") has agreed to loan you the purchase price in exchange for a
promissory note dated as of March 23, 2000, but effective from January 15, 2000
(the "Note"). The purpose of this Letter is to set forth the understandings
among you, CompleTel and iPcenta concerning the forgiveness of principal and
accrued interest on the Note.
In connection with the foregoing, the parties agree as follows:
1. At such time as ownership of any of the Units vest pursuant to the
vesting provisions contained in the Amended and Restated Executive Securities
Agreement and the Second Amended and Restated Performance Vesting Agreement, or
any successor vesting agreement (the "Vesting Agreements"), iPcenta agrees to
forgive a pro rata percentage of principal and accrued interest under the Note.
2. At such time as ownership of any of the Units are forfeited under the
Vesting Agreements, a pro rata percentage of principal and accrued interest
under the Note will become due and payable; provided, however, that such
obligation will be satisfied in full by CompleTel repurchasing such forfeited
Units pursuant to the Vesting Agreements and paying the repurchase price
directly to iPcenta.
3. XXxxxxx agrees to reimburse Xxxxx for any and all taxes incurred by
him as a result of iPcenta forgiving any principal and accrued interest under
the
Xxxxxx Xxxxx
March 23, 2000
Page 2
Note. XXxxxxx's intention is that Xxxxx shall be held fully harmless from any
additional taxes of any kind associated with such loan forgiveness.
Please indicate your acceptance of this agreement by signing below.
Very truly yours,
IPCENTA LIMITED
By: /s/ Xxxxx X. Xxxxx
---------------------------
Xxxxx X. Xxxxx, Director
Accepted and agreed to as of the date first written above:
COMPLETEL LLC
/s/ Xxxxxx Xxxxx /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxx Xxxxx Xxxxxxx X. Xxxxxxx
President and CEO
