Exhibit 10.01
HIGHLAND HOLDINGS II
MAIN AT WATER STREET
COUDERSPORT, PA 16915
January 11, 1999
Adelphia Communications Corporation
Main at Water Street
Coudersport, Pennsylvania 16915
Re: Purchase of Shares of Adelphia Communications Corporation's
Class A Common Stock, $.01 par value per share (the "Common
Stock")
Gentlemen:
The undersigned xxxxxx agrees to purchase directly from you, and you
agree to sell to the undersigned, upon the terms and subject to the conditions
set forth herein, an aggregate of 4,000,000 shares (the "Shares") of Common
Stock of Adelphia Communications Corporation, a Delaware corporation (the
"Company"), at a purchase price of $43.25 per share. Each capitalized term used
herein without being defined herein shall have the meaning ascribed to it in the
underwriting agreement, of even date herewith, to be entered by the Company and
Xxxxxxx, Xxxxx & Co. with respect to the offering and sale of 4,000,000 shares
(excluding the over-allotment option) of Common Stock (the "Underwriting
Agreement").
The parties hereto agree that the undersigned is entitled to rely on
the representations and warranties made by the Company in the Underwriting
Agreement; provided, however, that the undersigned represents and warrants to
the Company that such representations and warranties are true and correct to the
best of its knowledge.
This Agreement shall be effective immediately prior to the execution
and delivery, by the parties thereto, of the Underwriting Agreement and shall be
null and void in the event that the Underwriting Agreement is not entered into
within 5 business days of the date hereof.
The purchase and sale of the Shares as contemplated hereby shall take
place on the Closing Date concurrently with the closing on the Common Stock
under the Underwriting Agreement. No commissions or discounts shall be paid to
any placement agent for such purchase or sale of the Shares. The Shares shall be
purchased and shall be held for investment.
The obligations of the parties hereto are conditioned upon the
concurrent closing on the purchase and sale of the Common Stock 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 terminated.
This Agreement may be executed in one or more counterparts each of
which, taken together, shall constitute one and the same agreement.
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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,
HIGHLAND HOLDINGS II
By: /s/ Xxxxxxx X. Xxxxx
Name:
Title: General Partner
Xxxxxx to and accepted by on this 11th day of January, 1999.
ADELPHIA COMMUNICATIONS CORPORATION
By: /s/ Xxxxx Xxxxx
Name:
Title: Vice President
