EXHIBIT 4.4
SUBORDINATED NOTE
-----------------
$26,135,524.00 Coudersport, Pennsylvania
April 15, 1996
For value received, the undersigned, Hyperion Telecommunications, Inc. a
Delaware corporation ("Company"), promises to pay to the order of Adelphia
Communications, Inc., a Delaware corporation ("Lender"), in accordance with the
terms hereof, TWENTY-SIX MILLION ONE HUNDRED THIRTY FIVE THOUSAND FIVE HUNDRED
TWENTY FOUR AND NO/100 DOLLARS ($26,135,524.00) on April 16, 2003. Company
further promises to pay to the order of Lender interest on the unpaid principal
amount hereof from time to time outstanding at the rate of SIXTEEN AND ONE HALF
PERCENT (16.5%) per annum, payable on the last day of each March, June,
September and December after the date hereof. Interest on this Subordinated
Note may be paid in cash, through the issuance of additional principal amount of
Subordinated Notes identical hereto (valued at 100% of their principal amount),
or in any combination thereof at the option of the Company.
All payments of principal and interest on this Subordinated Note are hereby
expressly subordinated to the prior payment in full in cash of all sums owing on
or with respect to the Series A and Series B 13% Senior Discount Subordinated
Notes due 2003 (the "Senior Indebtedness") issued pursuant to that certain
Indenture dated April 15, 1996 between Company and Bank of Montreal Trust
Company, as trustee (the "Trustee") in accordance with the following:
1. Upon the occurrence of any default in the payment of any obligation
under or with respect to Senior Indebtedness, no payment or distribution of any
assets of the Company of any kind or character may be made on account of the
principal of or premium, if any, or interest on or any other obligation under or
with respect to, this Subordinated Note or on account of the purchase,
redemption, defeasance or other acquisition of or in respect of, this
Subordinated Note unless and until such default shall have been cured or waived
or shall have ceased to exist or such Senior Indebtedness shall have been
discharged or paid in full, in cash or, as acceptable to each and every holder
of Senior Indebtedness, in any other manner, after which the Company may resume
making any and all required payments in respect of this Subordinated Note,
including any missed payments.
2. Upon the occurrence and during the continuance of any non-payment
default with respect to any Senior Indebtedness pursuant to which the maturity
thereof may be accelerated (a "Non-payment Default"), no payment or distribution
of any assets of the Company of any kind or character (excluding distributions
of equity interests or securities subordinated to the same extent as this
Subordinated Note) may be made on account of the principal of or premium, if
any, or interest on, or any other obligation under, this Subordinated Note or on
account of the purchase, redemption, defeasance or other acquisition of, or in
respect of, this Subordinated Note for the period hereafter specified (the
"Payment Blockage Period"). The Payment Blockage Period shall commence upon the
receipt of notice of the Non-payment Default by the Company from the Trustee and
shall end on the earliest of (i) the 179th day after such commencement, (ii) the
date on which such Non-payment Default (and all Non-payment Defaults as to which
notice is also given after such Payment Blockage Period is initiated) is cured,
waived or ceases to exist or on which such Senior Indebtedness is discharged or
paid in full or (iii) the date on which such Payment Blockage Period (and all
Non-payment Defaults as to which notice is given after such Payment Blockage
Period is initiated) shall have been terminated by written notice to the Company
from the Trustee initiating such Payment Blockage Period, after which, in the
case of each of clauses (i), (ii) and (iii) the Company may resume making any
and all required payments in respect of the Subordinated Note, including any
missed payments. In no event will a Payment Blockage Period extend beyond 179
days from the date of the receipt by the Company of the notice initiating such
Payment Blockage Period (such 179-day period referred to as the "Initial
Period"), unless in the case of each of the foregoing clauses (i), (ii) and
(iii), the maturity of any Senior Indebtedness shall have been accelerated or
any payment default thereunder shall exist. Any number of notices of Non-
payment Defaults may be given during the Initial Period; provided that during
any period of 365 consecutive days only one Payment Blockage Period, during
which payment of principal of, or premium, if any, or interest on, the
Subordinated Note may not be made, may commence and the duration of such period
may not exceed 179 days, unless in the case of each of clauses (i), (ii) and
(iii), the maturity of any Senior Indebtedness shall have been accelerated or
any payment default thereunder shall exist. No Non-payment Default will respect
to any Senior Indebtedness that exists or was continuing on the date of the
commencement of any Payment Blockage Period will be, or can be, made the basis
for the commencement of a second Payment Blockage Period, whether or not within
a period of 365 consecutive days.
3. In the event of any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or its assets, or
any liquidation, dissolution or other winding up of the Company, whether
voluntary or involuntary, and whether or not involving insolvency or bankruptcy,
or any assignment for the benefit of creditors of any other marshaling of assets
or liabilities of the Company, all Senior Indebtedness must be paid in full, in
cash or, as acceptable to each and every holder of Senior Indebtedness, in any
other manner, before any payment or distribution is made on account of the
principal of or premium, if any, or interest on or any other obligation under or
with respect to the Subordinated Note or on account of the purchase, redemption,
defeasance or other acquisition of, or in respect of, this Subordinated Note.
4. In the event that the Lender receives any payment of principal of,
interest on, or premium, if any, with respect to the Subordinated Note at a time
when such Lender, has actual knowledge that such payment is prohibited by the
terms of this Note, such payment shall be held by the Lender, in trust for the
benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Indebtedness for application to the payment
of all obligations with respect to Senior Indebtedness remaining unpaid to the
extent necessary to pay such obligations in full in accordance with their terms,
after giving effect to any concurrent payment or distribution to or for the
holders of Senior Indebtedness.
Company hereby expressly waives presentment, demand, notice, protest, and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and an action for amounts due
hereunder shall immediately accrue.
This Note shall be governed by, construed and enforced in accordance with the
laws of the State of Delaware without regard to principles of choice of law.
HYPERION TELECOMMUNICATIONS, INC.
/s/ Daniel R. Milliard
-----------------------------------
Name: Daniel R. Milliard
Title: President