0000950132-98-000397 Sample Contracts

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8,000,000 Shares Hyperion Telecommunications, Inc. Class A Common Stock U.S. UNDERWRITING AGREEMENT ---------------------------
Underwriting Agreement • April 30th, 1998 • Hyperion Telecommunications Inc • Cable & other pay television services • New York
AMENDMENT TO
Registration Rights Agreement • April 30th, 1998 • Hyperion Telecommunications Inc • Cable & other pay television services
April 9, 1998
Hyperion Telecommunications Inc • April 30th, 1998 • Cable & other pay television services

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 Adelphia (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 Smith Barney 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 Agreeme

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