EXHIBIT 10.10
TERM LOAN AND STOCK PLEDGE AGREEMENT
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THIS TERM LOAN AND PLEDGE AGREEMENT (this "Agreement"), dated as of May 10,
1996, between PAUL D. FAJERSKI (the "Borrower"), and HYPERION
TELECOMMUNICATIONS, INC. (the "Lender");
WITNESSETH THAT:
WHEREAS, the Borrower has requested the Lender to make a term loan to
the Borrower and the Lender has agreed to make such term loan;
WHEREAS, the Borrower is the legal and beneficial owner and the holder
of the Collateral (as defined in Section 1 hereof); and
WHEREAS, the obligation of the Lender to make such term loan is
subject to the condition, among others, that the Borrower secure its obligations
to the Lender hereunder and under the Note (as defined in Section 1 hereof),
including securing such obligations in the manner set forth therein and herein;
NOW, THEREFORE, intending to be legally bound hereby, the parties
hereto covenant and agree as follows:
1. Definitions.
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In addition to the words and terms defined elsewhere in this Agreement, the
following words and terms shall have the following meanings, respectively,
unless the context hereof otherwise clearly requires:
(a) "Borrowing Date" shall mean the date on which the Lender
shall make the Loan to the Borrower.
(b) "Code" shall mean the Pennsylvania Uniform Commercial Code
as in effect on the date hereof and as the same may subsequently be amended
from time to time.
(c) "Collateral" shall mean and include (i) the securities
listed on Exhibit B attached hereto and made a part hereof, and all rights and
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privileges pertaining thereto, including, without limitation, all securities
and additional securities receivable in respect of or in exchange for such
securities, all rights to subscribe for securities incident to or arising from
ownership of such securities, all cash, interest, stock and other dividends or
distributions paid or payable on such securities, and all books and records
pertaining to the foregoing, including, without limitation, all stock record
and transfer books, (ii) any and all other securities hereafter pledged to the
Lender to secure the Borrower's Debt, and all rights and privileges pertaining
thereto, including, without limitation, all securities and additional
securities receivable in respect of or in exchange for such securities, all
rights to subscribe for securities incident to or arising from ownership of
such securities, all cash, interest, stock and other dividends or distributions
paid or payable on such securities, and all books and records pertaining to the
foregoing, including, without limitation, all stock record and stock transfer
books, and (iii) whatever is
received when any of the foregoing is sold, exchanged or otherwise disposed of,
including any proceeds as such term is defined in the Code.
(d) "Debt" shall mean, collectively, (i) all obligations,
whether of principal, interest, fees, expenses or otherwise, of the Borrower to
the Lender incurred hereunder or under any of the Loan Documents, (ii) all
costs and expenses, including, without limitation, reasonable attorneys' fees
and legal expenses, incurred by the Lender in the collection of any of the
obligations referred to in clause (i) above or in connection with the
enforcement of this Agreement or any of the Loan Documents, and (iii) any
advances made, subsequent to an Event of Default, by the Lender for the
reasonable maintenance, preservation, protection or enforcement of, or
realization upon, the Collateral, including, without limitation, advances for
taxes, insurance and the like and reasonable expenses incurred to sell or
otherwise realize on, or prepare for sale or other realization on, any of the
Collateral.
(e) "Event of Default" shall mean any of the events described
in Section 11(a) hereof.
(f) "Loan" shall mean the loan made by the Lender hereunder as
described in Section 2(a) hereof.
(g) "Loan Documents" shall mean this Agreement, the Note and
each other document executed and delivered pursuant thereto, as any of the same
or any one or more of them may from time to time be amended, modified or
supplemented.
(h) "Maturity Date" shall mean the date on which the first of
the following occurs (i) registration of an equity security by the Lender under
either the Federal Securities Act of 1933, as amended, or the Federal
Securities Exchange Act of 1934, as amended, which equity security is of the
same class as the equity security held by the Individual Shareholders (as
defined in that certain Amended and Restated Pre-Incorporation and Shareholder
Restrictive Agreement, of even date herewith, between Adelphia Communications
Corporation, the Borrower and the other Individual Shareholders signatory
thereto (the "Shareholder Agreement")) and the Individual Shareholders have the
opportunity to sell their Shares (as defined in the Shareholder Agreement)
pursuant to a Registration Rights Agreement to be entered into between such
Shareholders and the Lender, and (ii) October 8, 1998.
(i) "Note" shall mean the promissory note of the Borrower in
substantially the form of Exhibit A attached hereto and made a part hereof,
together with any and all extensions, renewals, refinancings or refundings
thereof in whole or in part.
2. The Loan.
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(a) Agreement to Make the Loan; Prepayments & Offset.
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The Lender hereby agrees to make a Loan to the Borrower, on the
Borrowing Date subject to and on the terms and conditions set forth herein, the
aggregate principal amount of which shall not exceed $1,000,000. The Loan is
not a revolving credit loan and the Borrower shall not have the right to borrow,
repay and reborrow hereunder. The obligation of the Borrower to repay the
principal amount of the Loan, together with interest thereon, shall be evidenced
by the Note duly executed and delivered by the Borrower with the blanks
appropriately completed. The entire unpaid principal balance of the Loan and
interest accrued thereon shall be due and paid in full on the Maturity Date.
The Borrower shall have the right at its option from time to time to prepay the
Loan in whole or in part. Any interest that accrues on the Loan from the date
six months after the date of the Loan shall be offset by bonus or additional
compensation payable to the Borrower by the Lender (the "Bonus Payment") which
payment shall be payable at the time the principal of and interest on the Loan
are due and payable, whether at the Maturity Date, by acceleration or otherwise.
In addition, the Lender shall make an additional payment (the "Gross-Up
Payment") to the Borrower in an amount equal to the Federal, state and local
income taxes payable by the Borrower with respect to the Bonus Payment. In
computing the Gross-Up Payment, the Bonus Payment shall be reduced by the
amount, if any, of the interest that accrued on the Loan from the date six
months after the date of the Loan that is deductible for Federal, state or local
tax purposes. After the Gross-Up Payment is so determined, the Borrower shall
also be entitled to receive additional payments in an amount such that after
payment by the Borrower of all Federal, state and local income taxes imposed
upon the Gross-Up Payment the Borrower shall retain an amount equal to the
Gross-Up Payment.
(b) Interest Rate.
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The Note shall bear interest on the unpaid principal amount of the
Loan for each day (computed on the basis of the actual number of days elapsed
over a year of 365/366 days) at a rate per annum equal to the average rate at
which Lender is able to invest cash on a short-term basis from time to time.
Interest on the Loan shall be due and payable on the Maturity Date or upon
acceleration of the Note.
3. Pledge.
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As security for the due and punctual payment and performance of the Debt in
full, the Borrower hereby agrees that the Lender shall have, and the Borrower
hereby grants to and creates in favor of the Lender, a first priority security
interest under the Code in and to all of the Collateral.
4. Delivery of Certificates, etc.
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Upon the execution and delivery of this Agreement, the Borrower has delivered to
and deposited with the Lender in pledge, stock certificates and any other
instruments evidencing the Collateral, together with undated stock powers signed
in blank by the Borrower as the Lender shall have required.
5. Representations and Warranties.
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The Borrower represents and warrants to the Lender as follows:
(a) The Borrower has good and marketable title to all of the
Collateral free and clear of any pledge, lien, security interest, encumbrance,
option or rights of others, except to the extent transfer of the Collateral may
be restricted by the Federal Securities Act of 1933, as amended, and state
securities laws and other than the security interest granted to and created in
favor of the Lender hereunder.
(b) The Borrower (i) is an individual resident of Allegheny
County, Pennsylvania and has the legal capacity, power and authority to borrow
money, to execute and deliver the Note and this Agreement and to assign,
indorse, transfer and deliver, and pledge to Lender the Collateral and
otherwise perform its obligations as provided herein, and (ii) does not require
the approval of or consent to any of such acts by any regulatory agency or
other governmental authority or other third party.
(c) The execution, delivery and performance by the Borrower of
this Agreement, the Note and the other Loan Documents to which each is a party
are within the legal capacity and power of the Borrower, require no action by
or in respect of, or filing with, any governmental body, agency or official and
do not violate, contravene, or constitute a default under, any provision of any
applicable law or regulation, or of any agreement, judgment, injunction, order,
decree or other instrument binding upon the Borrower or his properties (except
to the extent that any required consent has been obtained) and will not result
in the creation or imposition of any lien on any asset of the Borrower except
for liens in favor of the Lender created hereunder.
(d) This Agreement, the Note and the other Loan Documents
constitute valid and binding agreements and instruments of the Borrower,
enforceable against the Borrower in accordance with the terms thereof, except
as enforceability may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally or general principles of equity.
(e) The Borrower is not in violation of or breach or default
under any provision of any law, rule or regulation, or any agreement, lease or
other instrument to which the Borrower is a party or by which he or his
properties are bound, which default would materially adversely affect the
Borrower's ability to repay the principal of and interest on the Loan and
pledge the Collateral hereunder.
(f) There is no action, suit or proceeding pending or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
of the Borrower's properties before any court, arbitrator or governmental body,
agency or official which would materially adversely affect the Borrower or the
Collateral.
6. Further Assurances.
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The Borrower will faithfully preserve and protect the Lender's security interest
in the Collateral as a first priority perfected security interest under the
Code, and will do all such other acts and things, and will upon request therefor
by the Lender execute and deliver all such other documents and instruments,
including, without limitation, further pledges, assignments, documents and
powers of attorney with respect to the Collateral consistent with the terms of
this Agreement, as the Lender in its sole discretion may deem necessary or
advisable from time to time in order to preserve, perfect and protect said
security interest.
7. Certain Covenants of the Borrower.
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The Borrower covenants and agrees that (a) he will defend the Lender's right,
title and security interest in and to the Collateral and the proceeds thereof
against the claims and demands of all persons whomsoever; (b) he will have like
title to and right to pledge any other property at any time hereafter pledged to
the Lender pursuant to this Agreement and will likewise defend the Lender's
right thereto and security interest therein; (c) he will not assign, transfer,
pledge, or otherwise encumber any of his right, title or interest under, in or
to the Collateral other than pursuant hereto; (d) he will not take or omit to
take any action, or permit any subsidiary any shares of capital stock of which
constitute a part of the Collateral to take or omit to take any action, the
taking or the omission of which might result in an alteration or impairment of
the Collateral or of this Agreement; (e) he will not, without the prior written
consent of the Lender, waive or release any obligation of any party to the
Collateral; (f) he will execute and deliver to the Lender and record such
supplements to this Agreement and additional assignments as the Lender
reasonably may request to evidence and confirm the pledge herein contained; and
(g) he will promptly give notice in writing to the Lender of the occurrence of
any litigation or proceedings affecting the Borrower or of any dispute between
the Borrower and any governmental or quasi-governmental authority or any other
person (including, without limitation, any material changes in the federal
income tax filings of the Borrower which may be proposed on audit) if such
litigation, proceeding or dispute is one which would, if adversely determined,
have a material adverse effect on the Borrower or the Collateral.
8. Protection of the Lender's Interest in the Collateral Against
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Others.
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The Borrower assumes full responsibility for taking any and all necessary steps
to preserve the Lender's rights with respect to the Collateral against all
others. The Lender shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Lender takes
such action for that purpose as the Borrower shall request in writing, provided
that such requested action will not, in the judgment of the Lender, impair the
security interest in the Collateral created hereby or the Lender's rights in, or
the value of, the Collateral, and provided further that such written request is
received by the Lender in sufficient time to permit the Lender to take the
requested action.
9. Continuation of Perfection of Security Interest.
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The Borrower shall at the Borrower's own cost and expense cause the security
interest in the Collateral granted to and created in favor of the Lender under
this Agreement to be perfected and continue to be perfected as long as the Debt
or any part thereof is outstanding and unpaid or not
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performed in full, and for such purpose the Borrower shall from time to time
deliver possession to the Lender of and execute, deliver and file or record (or
cause to be filed or recorded) such instruments, documents and notices
(including, without limitation, amendments or supplements to this Agreement,
financing statements and continuation statements) as the Lender may deem
necessary or advisable from time to time in order to confirm, perfect and
preserve such security interest. The Lender is hereby irrevocably appointed
attorney-in-fact of the Borrower to do all acts and things which the Lender, in
the exercise of its responsibilities under this Agreement, may deem necessary
or advisable to perfect and continue perfected the Lender's security interest
in the Collateral.
10. Voting Rights; Dividends; etc.
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So long as no Event of Default shall have occurred:
(a) The Borrower shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Collateral or any part
thereof for any purpose not inconsistent with the terms of this Agreement;
provided, however, that the Borrower shall not exercise or refrain from
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exercising any such right if such action or inaction would reasonably be likely
to have a material adverse effect on the value of the Collateral or any part
thereof; and provided, further, that the Borrower shall give the Lender at
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least five (5) business days' written notice of the manner in which it intends
to exercise, and the reasons therefor, or the reasons for refraining from
exercising, any such right;
(b) Any and all instruments and other property (other than
cash dividends) received, receivable or otherwise distributed in respect of, or
in exchange for, any of the Collateral shall be forthwith delivered to the
Lender to hold as part of the Collateral and shall, if received by the
Borrower, be received in trust for the benefit of the Lender, be segregated
from the other property or funds of the Borrower, and be forthwith delivered to
the Lender as Collateral in the same form as so received (with any necessary
indorsement); and
(c) The Lender shall execute and deliver (or cause to be
executed and delivered) to the Borrower all such proxies and other instruments
as the Borrower may reasonably request for the purpose of enabling the Borrower
to exercise the voting and other rights which he is entitled to exercise
pursuant to paragraph (a) above, and to receive the dividends which he is
authorized to receive and retain pursuant to paragraph (b) above.
11. Defaults.
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(a) An Event of Default shall occur if:
(i) The Borrower shall fail to pay on or before the date
five business days after the date due, whether at maturity, by acceleration or
otherwise, of any principal of or interest on the Note; or
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(ii) The Borrower shall fail to observe or perform any of
his covenants contained herein, and such failure shall continue for a period of
thirty (30) days after written notice from the Lender to the Borrower; or
(iii) Any representation, warranty, certification or
statement made by the Borrower in this Agreement, or in any certificate,
financial statement or other document delivered to the Lender pursuant to or in
connection with this Agreement or the making of the Loan shall prove to have
been incorrect in any material respect when made; or
(iv) The Borrower shall commence a voluntary case or other
proceeding seeking reorganization or other relief with respect to his debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or seeking the appointment of a trustee, custodian or other similar
official of himself or any substantial part of his property, or shall consent
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against him, or
shall make a general assignment for the benefit of creditors, or shall fail
generally to pay his debts as they become due, or shall take any action to
authorize any of the foregoing; or
(v) an involuntary case or other proceeding shall be
commenced against the Borrower seeking reorganization or other relief with
respect to his debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect or seeking the appointment of a trustee, custodian or
other similar official of himself or any substantial part of his property, and
such involuntary case or other proceeding shall remain undismissed for a period
of 60 days.
(b) Upon the occurrence of an Event of Default under the terms
of this Agreement:
(i) All rights of the Borrower to exercise the voting and
other consensual rights which it would otherwise be entitled to exercise
pursuant to Section 10(a) and to receive the dividends which it would otherwise
be authorized to receive and retain pursuant to Section 10(b) shall cease, and
all such rights shall, upon notice by the Lender to the Borrower, become vested
in the Lender, who shall thereupon have the sole right to exercise such voting
and other consensual rights and the sole right to receive and hold as
Collateral such dividends and apply them to payment of the Debt; and
(ii) All dividends which are received by the Borrower
contrary to the provisions of paragraph (i) of this Section 11(b) shall be
received in trust for the benefit of the Lender, shall be segregated from other
funds of the Borrower and shall be forthwith paid over to the Lender as
Collateral in the same form as so received (with any necessary indorsement).
12. Remedies Upon the Occurrence of an Event of Default.
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(a) If an Event of Default specified under Section 11(a)(i)
through Section 11(a)(iii) hereof shall occur and be continuing, the Lender may
by written notice to the Borrower, declare the unpaid principal amount of the
Note then outstanding and all interest accrued thereon, any unpaid fees and all
other obligations of the Borrower to the Lender hereunder and thereunder to be
forthwith due and payable, and the same shall thereupon become and be
immediately due and payable to the Lender without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived; and
(b) If an Event of Default specified under Section 11(a)(iv)
through (v) shall occur, the Lender shall be under no further obligations to
make any Loan hereunder and the unpaid principal amount of the Note then
outstanding and all interest accrued thereon, any unpaid fees and all other
obligations of the Borrower to the Lender hereunder and thereunder shall be
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived.
(c) If there shall have occurred an Event of Default under the
terms of this Agreement, then the Lender shall have such rights and remedies
with respect to the Collateral or any part thereof and the proceeds thereof as
are provided by the Code and such other rights and remedies with respect
thereto which it may have at law or in equity or under this Agreement,
including without limitation, to the extent not inconsistent with the
provisions of the Code, the right to (i) transfer all or any part of the
Collateral into the Lender's name or into the name of its nominee and
thereafter receive all cash, stock and other dividends or distributions paid or
payable in respect thereof, and otherwise act with respect thereto as the
absolute owner thereof, and (ii) sell, assign, give an option or options to
purchase or otherwise dispose of all or any part of the Collateral at any sale
as provided by the Code at such place or places and at such time or times and
upon such terms, whether for cash or on credit, and in such manner as the
Lender may determine, and apply the proceeds so received (A) first to the
payment of the costs and expenses incurred by the Lender in connection with
such sale and other costs and expenses referred to in clauses (ii) and (iii) of
the definition of "Debt," (B) second to the repayment of all amounts then due
and unpaid on the Debt, whether on account of principal, interest, fees,
expenses or otherwise, and (C) then to pay the balance, if any, as required by
law. The Borrower shall be liable for any deficiency if the proceeds of any
sale, assignment, giving of an option or options to purchase or other
disposition of the Collateral is insufficient to pay all amounts to which the
Lender is entitled. Any excess proceeds from the sale, assignment, giving of
an option or options to purchase or other disposition of the Collateral after
payment of all amounts to which the Lender is entitled shall be paid to
Borrower.
13. Notice of Sale of the Collateral by the Lender.
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If any notification of intended sale of any of the Collateral is required by
law, such notification shall be deemed reasonable if mailed at least ten (10)
days before such sale, postage prepaid, addressed to the Borrower as provided in
Section 17 hereof.
14. Private Sale of the Collateral.
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The Borrower recognizes that the Lender may be compelled to resort to one or
more private sales of the Collateral to a restricted group of purchasers who
will be obliged to agree, among other things, to acquire such securities for
their own account for investment and not with a view to the distribution or
resale thereof. The Borrower acknowledges and agrees that any such private sale
may result in prices and other terms less favorable to the seller than if such
sale were a public sale and, notwithstanding such circumstances, agrees that any
such private sale shall not, for such reason alone, be deemed to have been made
in a commercially unreasonable manner. The Lender shall not be under any
obligation to delay a sale of any of the Collateral for the period of time
necessary to permit the registration of such securities for public sale under
the Federal Securities Act of 1933, as amended, or under applicable state
securities laws.
15. Binding Effect; Termination.
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Upon payment in full of the Debt, this Agreement shall terminate and be of no
further force and effect, and the Lender shall thereupon promptly return to the
Borrower such of the Collateral and such other documents delivered by the
Borrower hereunder as may then be in the Lender's possession. Until such time,
however, this Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective successors and assigns.
16. Non-Waiver; Cumulative Remedies.
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No failure or delay on the part of the Lender in exercising any right, remedy,
power or privilege hereunder shall operate as a waiver thereof or of any other
right, remedy, power or privilege of the Lender hereunder; nor shall any single
or partial exercise of any such right, remedy, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights and remedies of the Lender under this Agreement
are cumulative and not exclusive of any rights or remedies which it may
otherwise have.
17. Notices.
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All notices and other communications which are required or may be given under
this Agreement shall be in writing and may be delivered by one of the following
methods of delivery: (i) personally; (ii) by registered or certified mail,
return receipt requested, postage prepaid; (iii) by overnight courier; or (iv)
by legible facsimile transmission, in all cases addressed in accordance with
the addresses set forth below or to such other address as such party may
indicate by a notice delivered by the other parties hereto:
If to the Lender, to:
Hyperion Telecommunications, Inc.
5 West Third Street
Coudersport, PA 16915
Attention: Daniel R. Milliard
If to the Borrower, to:
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Paul D. Fajerski
331 Alamo Drive
Upper St. Clair, PA 15241
Notice shall be deemed received the same day (when delivered personally), five
days after mailing (when sent by registered or certified mail), or the next
business day (when sent by facsimile transmission or when delivered by overnight
courier). Any party hereto may change its
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address to which all notices may be sent hereunder by addressing notices of such
change in the manner provided.
18. Successors and Assigns.
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This Agreement shall be binding upon and inure to the benefit of the Lender and
its successors and assigns, and the Borrower and his successors and assigns,
except that the Borrower may not assign or transfer the Borrower's obligations
hereunder or any interest herein.
19. Governing Law.
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This Agreement shall be deemed to be a contract under the laws of the
Commonwealth of Pennsylvania and for all purposes shall be governed by and
construed in accordance with the laws of said Commonwealth excepting its rules
relating to conflicts of law.
20. Unenforceability; Severability.
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Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall not invalidate the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
IN WITNESS WHEREOF, the parties hereto, have executed and delivered
this Agreement as of the day and year first above set forth.
BORROWER:
/s/ Paul D. Fajerski
-----------------------------------(SEAL)
PAUL D. FAJERSKI
LENDER:
HYPERION TELECOMMUNICATIONS,
INC.
By /s/ Daniel R. Milliard
---------------------------------
Title: President
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EXHIBIT A
TERM LOAN NOTE
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$1,000,000 Pittsburgh, Pennsylvania
___________________, 1996
FOR VALUE RECEIVED, the undersigned __________________________________, an
individual residing at _________________________________________ (the "'Maker"),
promises to pay to the order of HYPERION TELECOMMUNICATIONS, INC. (the "Payee")
on the Maturity Date, as defined in the Loan Agreement (as hereinafter defined),
the lesser of (i) the principal amount of One Million U.S. Dollars ($1,000,000),
or (ii) the aggregate unpaid principal balance of the Loan made by the Payee to
Maker pursuant to Section 2(a) of the Term Loan and Stock Pledge Agreement of
even date herewith by and among Maker and the Payee (the "Loan Agreement").
Capitalized terms used and not otherwise defined herein have the meanings given
to them in the Loan Agreement.
Maker further promises to pay to the order of Payee interest on the unpaid
principal amount hereof at the rate or rates per annum determined pursuant to
Section 2(b) of, or as otherwise provided in, the Loan Agreement, payable on the
Maturity Date or as otherwise provided in, the Loan Agreement.
Maker hereby waives presentment, demand for payment, notice of dishonor,
notice of protest, and protest, and all other notices or demands in connection
with the delivery, acceptance, performance, default, indorsement or guaranty of
this instrument.
The obligation to make payments to the Payee hereunder is absolute and
unconditional and the rights of the Payee shall not be subject to any defense,
set off, counterclaim or recoupment which Maker may have by reason of any
indebtedness or liability at any time owing by the Payee to Maker; provided,
that the obligation of the Maker to pay interest that accrues on the unpaid
principal amount hereof from the date six months after the date of this Note is
subject to the Payee making the payments to the Maker pursuant to Section 2(a)
of the Loan Agreement.
This Note is the Note referred to in, and is entitled to the benefits of,
the Loan Agreement, including the representations, warranties, covenants,
conditions, security interests and liens contained or granted therein. The Loan
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayment, in certain circumstances, on account of principal hereof prior to
maturity upon the terms and conditions therein specified.
Maker agrees to pay all costs of collection of any amounts due hereunder
when incurred, including, without limitation, reasonable attorneys' fees and
expenses, as provided in the Loan Agreement.
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Amounts due under this Note shall be payable in lawful money of the United
States of America at 5 West Third Street, Coudersport, PA 16915 or at such other
place as the holder of this Note may designate in writing.
This Note shall bind Maker and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Payee and its successors and
assigns. All references herein to "Maker" and the "Payee" shall be deemed to
apply to Maker and the Payee, respectively, and their respective successors and
assigns.
This Note shall be governed by the laws of the Commonwealth of
Pennsylvania.
EXECUTED as a sealed instrument as of the date first above written.
MAKER:
______________________________________(SEAL)
[Name]
A-2
EXHIBIT B
COLLATERAL
366,660 shares of common stock, par value $.01 per share, of Hyperion
Telecommunications, Inc.
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