Registration Rights Agreement

Registration Rights Agreement

by Adelphia Commun -Cl A
March 10th, 1999

                                                                EXHIBIT 10.04


                        Hyperion Telecommunications, Inc.

                                  $300,000,000
                     12% Senior Subordinated Notes due 2007

                          REGISTRATION RIGHTS AGREEMENT


                                                            New York, New York
                                                            March 2, 1999

Salomon Smith Barney Inc.
Chase Securities Inc.
First Union Capital Markets Corp.
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
399 Greenwich Street
New York, New York 10013

Highland Holdings
Main at Water Street
Coudersport, Pennsylvania  16915

Dear Sirs:

                  Hyperion Telecommunications, Inc., a corporation organized
under the laws of Delaware (the "Company"), proposes to issue and sell (i) to
certain purchasers (the "Initial Purchasers"), upon the terms set forth in a
purchase agreement, dated as of February 23, 1999 (the "Purchase Agreement"),
$200,000,000 aggregate principal amount of its 12% Senior Subordinated Notes due
2007 (the "Securities") relating to the initial placement of the Securities (the
"Initial Placement") and (ii) to Highland Holdings ("Highland"), upon terms set
forth in a separate purchase agreement with the Company (the "Highland Purchase
Agreement"), $100,000,000 of the Company's Securities on the same date as the
Initial Placement. To induce the Initial Purchasers and Highland to enter into
the Purchase Agreement and the Highland Purchase Agreement, respectively and to
satisfy a condition of the Initial Purchasers' and Highland's respective
obligations thereunder, the Company agrees with each of the Initial Purchasers
and Highland for their benefit and the benefit of the holders from time to time
of the Securities (including the Initial Purchasers and Highland) (each a
"Holder" and, together, the "Holders"), as follows:


                  1. Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Commission" shall mean the Securities and Exchange 
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company) for New Securities.

                  "Final Memorandum" shall have the meaning set forth in the 
Purchase Agreement.

                  "Highland" shall have the meaning set forth in the preamble 
hereto.


                  "Holder" shall have the meaning set forth in the preamble 
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of the date hereof, between the Company and Bank of
Montreal Trust Company, as trustee, as the same may be amended from time to time
in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the 
preamble hereto.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 6(d) 
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean debt securities of the Company
identical in all material respects to the Securities (except that the cash
interest and interest rate step-up provisions and the transfer restrictions
shall be modified or eliminated, as appropriate) and to be issued under the
Indenture.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the 
preamble hereto.


                  "Highland Purchase Agreement" shall have the meaning set forth
 in the preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of the
New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,



any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

                  "Securities" shall have the meaning set forth in the preamble
hereto. Unless the context otherwise requires, the term "Securities" refers
collectively to the $200,000,000 in aggregate principal amount to be purchased
by the Initial Purchasers and the $100,000,000 in aggregate principal amount to
be purchased by Highland.

                  "Shelf Registration" shall mean a registration effected 
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in 
Section 3(b) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Trustee" shall mean the trustee with respect to the 
Securities under the Indenture.

                  "underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2. Registered Exchange Offer. (a) The Company shall prepare
and, not later than 90 days following the date of the original issuance of the
Securities (or if such 90th day is not a Business Day, the next succeeding
Business Day), shall file with the Commission the Exchange Offer Registration
Statement with respect to the Registered Exchange Offer. The Company shall use
its best efforts to cause the Exchange Offer Registration Statement to become
effective under the Act within 150 days of the date of the original issuance of
the Securities (or if such 150th day is not a Business Day, the next succeeding
Business Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder is
not an Affiliate of the Company, acquires the New Securities in the ordinary
course of such Holder's business, has no arrangements with any Person to
participate in the distribution of the New Securities and is not prohibited by
any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.


                  (c) In connection with the Registered Exchange Offer, the
Company shall:

                  (i) mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
         20 Business Days and not more than 30 Business Days after the date
         notice thereof is mailed to the Holders (or, in each case, longer if
         required by applicable law);

                  (iii) use its best efforts to keep the Exchange Offer
         Registration Statement continuously effective under the Act,
         supplemented and amended as required, under the Act to ensure that it
         is available for sales of New Securities by Exchanging Dealers during
         the Exchange Offer Registration Period;

                  (iv) utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan in New York
         City, which may be the Trustee, the New Securities Trustee or an
         Affiliate of either of them;

                  (v) permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Registered Exchange Offer is open;

                  (vi) prior to effectiveness of the Exchange Offer Registration
         Statement, provide a supplemental letter to the Commission (A) stating
         that the Company is conducting the Registered Exchange Offer in
         reliance on the position of the Commission in Exxon Capital Holdings
         Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc.
         (pub. avail. June 5, 1991); and (B) including a representation that the
         Company has not entered into any arrangement or understanding with any
         Person to distribute the New Securities to be received in the
         Registered Exchange Offer and that, to the best of the Company's
         information and belief, each Holder participating in the Registered
         Exchange Offer is acquiring the New Securities in the ordinary course
         of business and has no arrangement or understanding with any Person to
         participate in the distribution of the New Securities; and

                  (vii)  comply in all respects with all applicable laws.

                  (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:


                  (i)  accept for  exchange  all  Securities  tendered  and not
         validly  withdrawn  pursuant to the Registered Exchange Offer;

                  (ii)  deliver to the Trustee for  cancellation  in accordance
         with Section 4(s) all Securities so accepted for exchange; and

                  (iii) cause the New Securities Trustee promptly to
         authenticate and deliver to each Holder of Securities a principal
         amount of New Securities equal to the principal amount of the
         Securities of such Holder so accepted for exchange.

                  (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction, and such secondary resale transaction must be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K under
the Act if the resales are of New Securities obtained by such Holder in exchange
for Securities acquired by such Holder directly from the Company or one of its
Affiliates. Accordingly, each Holder participating in the Registered Exchange
Offer shall be required to represent to the Company that, at the time of the
consummation of the Registered Exchange Offer:

                  (i) any New Securities received by such Holder will be
         acquired in the ordinary course of business;

                  (ii) such Holder will have no arrangement or understanding
         with any Person to participate in the distribution of the Securities or
         the New Securities within the meaning of the Act; and

                  (iii) such Holder is not an Affiliate of the Company.

                  (f) If any Initial Purchaser or Highland determines that it is
not eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the Person purchasing New Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
New Securities. The Company shall use its best efforts to cause the CUSIP
Service Bureau to issue the same CUSIP number for such New Securities as for New
Securities issued pursuant to the Registered Exchange Offer.

                  3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for



any other reason the Registered Exchange Offer is not consummated within 180
days of the date hereof; (iii) any Initial Purchaser or Highland so requests
with respect to Securities that are not eligible to be exchanged for New
Securities in the Registered Exchange Offer and that are held by it following
consummation of the Registered Exchange Offer; (iv) any Holder (other than an
Initial Purchaser) is not eligible to participate in the Registered Exchange
Offer; or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires New Securities pursuant to Section 2(f)
hereof, such Initial Purchaser does not receive freely tradeable New Securities
in exchange for Securities constituting any portion of an unsold allotment (it
being understood that (x) the requirement that an Initial Purchaser deliver a
Prospectus containing the information required by Item 507 or 508 of Regulation
S-K under the Act in connection with sales of New Securities acquired in
exchange for such Securities shall result in such New Securities being not
"freely tradeable" and (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of New Securities acquired in the Registered
Exchange Offer in exchange for Securities acquired as a result of market-making
activities or other trading activities shall not result in such New Securities
being not "freely tradeable"), the Company shall effect a Shelf Registration
Statement in accordance with subsection (b) below.

                  (b)(i) The Company shall as promptly as practicable (but in no
         event more than 30 days after so required or requested pursuant to this
         Section 3), file with the Commission and thereafter shall use its best
         efforts to cause to be declared effective under the Act on or prior to
         90 days after so required or requested pursuant to this Section 3 a
         Shelf Registration Statement relating to the offer and sale of the
         Securities or the New Securities, as applicable, by the Holders thereof
         from time to time in accordance with the methods of distribution
         elected by such Holders and set forth in such Shelf Registration
         Statement; provided, however, that no Holder (other than an Initial
         Purchaser or a Regis Purchaser) shall be entitled to have the
         Securities held by it covered by such Shelf Registration Statement
         unless such Holder agrees in writing to be bound by all of the
         provisions of this Agreement applicable to such Holder; and provided,
         further, that with respect to New Securities received by an Initial
         Purchaser in exchange for Securities constituting any portion of an
         unsold allotment, the Company may, if permitted by current
         interpretations by the Commission's staff, file a post-effective
         amendment to the Exchange Offer Registration Statement containing the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in satisfaction of its obligations under this subsection
         with respect thereto, and any such Exchange Offer Registration
         Statement, as so amended, shall be referred to herein as, and governed
         by the provisions herein applicable to, a Shelf Registration Statement.

                  (ii) The Company shall use its best efforts to keep the Shelf
         Registration Statement continuously effective, supplemented and amended
         as required by the Act, in order to permit the Prospectus forming part
         thereof to be usable by Holders for a period of two years from the date
         the Shelf Registration Statement is declared effective by the
         Commission or such shorter period that will terminate when all the
         Securities or New Securities, as applicable, covered by the Shelf
         Registration Statement have been sold pursuant to the Shelf
         Registration Statement (in any such case, such period being called the
         "Shelf Registration Period"). The Company shall be deemed not to have



         used its best efforts to keep the Shelf Registration Statement
         effective during the requisite period if it voluntarily takes any
         action that would result in Holders of Securities covered thereby not
         being able to offer and sell such Securities during that period, unless
         (A) such action is required by applicable law; or (B) such action is
         taken by the Company in good faith and for valid business reasons (not
         including avoidance of the Company's obligations hereunder), including
         the acquisition or divestiture of assets, so long as the Company
         promptly thereafter complies with the requirements of Section 4(k)
         hereof, if applicable.

                  (iii) The Company shall cause the Shelf Registration Statement
         and the related Prospectus and any amendment or supplement thereto, as
         of the effective date of the Shelf Registration Statement or such
         amendment or supplement, (A) to comply in all material respects with
         the applicable requirements of the Securities Act and the rules and
         regulations of the Commission; and (B) not to contain any untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading.

                  4.  Additional  Registration  Procedures.  In connection  with
any Shelf Registration Statement and, to the extent applicable, any Exchange
Offer Registration Statement, the following provisions shall apply.

                  (a)  The Company shall:

                  (i) furnish to you, not less than five Business Days prior to
         the filing thereof with the Commission, a copy of any Exchange Offer
         Registration Statement and any Shelf Registration Statement, and each
         amendment thereof and each amendment or supplement, if any, to the
         Prospectus included therein (including all documents incorporated by
         reference therein after the initial filing) and shall use its best
         efforts to reflect in each such document, when so filed with the
         Commission, such comments as you reasonably propose;

                  (ii) include the information set forth in Annex A hereto on
         the facing page of the Exchange Offer Registration Statement, in Annex
         B hereto in the forepart of the Exchange Offer Registration Statement
         in a section setting forth details of the Exchange Offer, in Annex C
         hereto in the underwriting or plan of distribution section of the
         Prospectus contained in the Exchange Offer Registration Statement, and
         in Annex D hereto in the letter of transmittal delivered pursuant to
         the Registered Exchange Offer;

                  (iii) if requested by an Initial Purchaser, include the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in the Prospectus contained in the Exchange Offer
         Registration Statement; and


                  (iv) in the case of a Shelf Registration Statement, include
         the names of the Holders that propose to sell Securities pursuant to
         the Shelf Registration Statement as selling security holders.

                  (b)  The Company shall ensure that:

                  (i) any Registration Statement and any amendment thereto and
         any Prospectus forming part thereof and any amendment or supplement
         thereto complies in all material respects with the Act and the rules
         and regulations thereunder; and

                  (ii) any Registration Statement and any amendment thereto does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

                  (c) The Company shall advise you, the Holders of Securities
covered by any Shelf Registration Statement and any Exchanging Dealer under any
Exchange Offer Registration Statement that has provided in writing to the
Company a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Company shall have remedied the basis for such suspension):

                  (i) when a Registration Statement and any amendment thereto
         has been filed with the Commission and when the Registration Statement
         or any post-effective amendment thereto has become effective;

                  (ii)  of any request by the  Commission  for any  amendment
         or  supplement  to the  Registration Statement or the Prospectus or for
         additional information;

                  (iii)  of the issuance by the Commission of any stop order  
         suspending the  effectiveness  of the Registration Statement or the 
         initiation of any proceedings for that purpose;

                  (iv) of the receipt by the Company of any notification with
         respect to the suspension of the qualification of the securities
         included therein for sale in any jurisdiction or the initiation of any
         proceeding for such purpose; and

                  (v) of the occurrence or nonoccurrence of any event that
         requires any change in the Registration Statement or the Prospectus so
         that, as of such date, the statements therein are not misleading and do
         not omit to state a material fact required to be stated therein or
         necessary to make the statements therein (in the case of the
         Prospectus, in the light of the circumstances under which they were
         made) not misleading.


                  (d) The Company shall use its best efforts to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement or the qualification of the securities therein for sale in any
jurisdiction at the earliest possible time.

                  (e) The Company shall furnish to each Holder of Securities
covered by any Shelf Registration Statement, without charge, at least one copy
of such Shelf Registration Statement and any post-effective amendment thereto,
including all material incorporated therein by reference, and, if the Holder so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                  (f) The Company shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary Prospectus) included in such Shelf Registration Statement and each
amendment or supplement thereto as such Holder may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of securities in connection with the
offering and sale of the securities covered by the Prospectus, or any amendment
or supplement thereto, included in the Shelf Registration Statement.

                  (g) The Company shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

                  (h) The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other Person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Securities pursuant to any Registration Statement, the Company shall
arrange, if necessary, for the qualification of the Securities or the New
Securities for sale under the laws of such jurisdictions as any Holder shall
reasonably request and will maintain such qualification in effect so long as
required; provided that in no event shall the Company be obligated to qualify to
do business in any jurisdiction where it is not then so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.


                  (j) The Company shall cooperate with the Holders of Securities
to facilitate the timely preparation and delivery of certificates representing
New Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall promptly prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Exchange Offer Registration Statement provided for in Section 2 and the Shelf
Registration Statement provided for in Section 3(b) shall each be extended by
the number of days from and including the date of the giving of a notice of
suspension pursuant to Section 4(c) to and including the date when the Initial
Purchasers, the Holders of the Securities and any known Exchanging Dealer shall
have received such amended or supplemented Prospectus pursuant to this Section.

                  (l) Not later than the effective date of any Registration
Statement, the Company shall provide a CUSIP number for the Securities or the
New Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

                  (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

                  (n) The Company shall cause the Indenture or the New
Securities Indenture, as the case may be, to be qualified under the Trust
Indenture Act in a timely manner.

                  (o) The Company may require each Holder of securities to be
sold pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  (p) In the case of any Shelf Registration Statement, the
Company shall enter into such agreements and take all other appropriate actions
(including if requested an underwriting agreement in customary form) in order to
expedite or facilitate the registration or the disposition of the Securities,



and in connection therewith, if an underwriting agreement is entered into, cause
the same to contain indemnification provisions and procedures no less favorable
than those set forth in Section 6 (or such other provisions and procedures
acceptable to the Majority Holders and the Managing Underwriters, if any, with
respect to all parties to be indemnified pursuant to Section 6).

                  (q)  In the case of any Shelf Registration Statement, the 
Company shall:

                  (i) make reasonably available for inspection by the Holders of
         Securities to be registered thereunder, any underwriter participating
         in any disposition pursuant to such Registration Statement, and any
         attorney, accountant or other agent retained by the Holders or any such
         underwriter, all relevant financial and other records, pertinent
         corporate documents and properties of the Company and its subsidiaries;

                  (ii) cause the Company's officers, directors and employees to
         supply all relevant information reasonably requested by the Holders or
         any such underwriter, attorney, accountant or agent in connection with
         any such Registration Statement as is customary for similar due
         diligence examinations; provided, however, that any information that is
         designated in writing by the Company, in good faith, as confidential at
         the time of delivery of such information shall be kept confidential by
         the Holders or any such underwriter, attorney, accountant or agent,
         unless such disclosure is made in connection with a court proceeding or
         required by law, or such information becomes available to the public
         generally or through a third party without an accompanying obligation
         of confidentiality;

                  (iii) make such representations and warranties to the Holders
         of Securities registered thereunder and the underwriters, if any, in
         form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Purchase
         Agreement;

                  (iv) obtain opinions of counsel to the Company and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to the Managing Underwriters, if any)
         addressed to each selling Holder and the underwriters, if any, covering
         such matters as are customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by such Holders and underwriters;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to each
         selling Holder of Securities registered thereunder and the
         underwriters, if any, in customary form and covering matters of the
         type customarily covered in "cold comfort" letters in connection with



         primary underwritten offerings; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section 4(q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

                  (r)  In the case of any Exchange Offer Registration Statement,
the Company shall:

                  (i) make reasonably available for inspection by such Initial
         Purchaser, and any attorney, accountant or other agent retained by such
         Initial Purchaser, all relevant financial and other records, pertinent
         corporate documents and properties of the Company and its subsidiaries;

                  (ii) cause the Company's officers, directors and employees to
         supply all relevant information reasonably requested by such Initial
         Purchaser or any such attorney, accountant or agent in connection with
         any such Registration Statement as is customary for similar due
         diligence examinations; provided, however, that any information that is
         designated in writing by the Company, in good faith, as confidential at
         the time of delivery of such information shall be kept confidential by
         such Initial Purchaser or any such attorney, accountant or agent,
         unless such disclosure is made in connection with a court proceeding or
         required by law, or such information becomes available to the public
         generally or through a third party without an accompanying obligation
         of confidentiality;

                  (iii) make such representations and warranties to such Initial
         Purchaser, in form, substance and scope as are customarily made by
         issuers to underwriters in primary underwritten offerings and covering
         matters including, but not limited to, those set forth in the Purchase
         Agreement;

                  (iv) obtain opinions of counsel to the Company and updates
         thereof (which counsel and opinions (in form, scope and substance)
         shall be reasonably satisfactory to such Initial Purchaser and its
         counsel, addressed to such Initial Purchaser, covering such matters as
         are customarily covered in opinions requested in underwritten offerings
         and such other matters as may be reasonably requested by such Initial
         Purchaser or its counsel;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Company (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to such
         Initial Purchaser, in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings, or if requested by such Initial
         Purchaser or its counsel in lieu of a "cold comfort" letter, an
         agreed-upon procedures letter under Statement on Auditing Standards No.
         35, covering matters requested by such Initial Purchaser or its
         counsel; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by such Initial Purchaser or its counsel,
         including those to evidence compliance with Section 4(k) and with
         conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section 4(r) shall be performed at the close of the Registered Exchange Offer
and the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

                  (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the New Securities, the Company shall
mark, or caused to be marked, on the Securities so exchanged that such
Securities are being canceled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied.

                  (t) The Company will use its best efforts (i) if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as the
case may be, covered by a Registration Statement; or (ii) if the Securities were
not previously rated, to cause the Securities covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

                  (u) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, by:

                  (i) if such Rules or By-Laws shall so require, engaging a
         "qualified independent underwriter" (as defined in such Rules) to
         participate in the preparation of the Registration Statement, to
         exercise usual standards of due diligence with respect thereto and, if
         any portion of the offering contemplated by such Registration Statement
         is an underwritten offering or is made through a placement or sales
         agent, to recommend the yield of such Securities;


                  (ii)  indemnifying   any  such   qualified   independent   
         underwriter   to  the  extent  of  the indemnification of underwriters 
         provided in Section 6 hereof; and

                  (iii) providing such information to such Broker-Dealer as may
         be required in order for such Broker-Dealer to comply with the
         requirements of such Rules.

                  (v) The Company shall use its best efforts to take all other
steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

                  5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

                  6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as the
case may be, covered by any Registration Statement (including each Initial
Purchaser and Regis Purchaser and, with respect to any Prospectus delivery as
contemplated in Section 4(h) hereof, each Exchanging Dealer), the directors,
officers, employees and agents of each such Holder and each Person who controls
any such Holder within the meaning of either the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Act, the Exchange Act or other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in any preliminary Prospectus
or the Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any case to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any such
Holder specifically for inclusion therein. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

                  The Company also agrees to indemnify or contribute as provided
in Section 6(d) to Losses of each any underwriter of Securities or New
Securities, as the case may be, registered under a Shelf Registration Statement,
their directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers, Highland and the selling Holders provided in this
Section 6(a) and shall, if requested by any Holder, enter into an underwriting
agreement reflecting such agreement, as provided in Section 4(p) hereof.


                  (b) Each Holder of securities covered by a Registration
Statement (including each Initial Purchaser and Regis Purchaser and, with
respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer) severally agrees to indemnify and hold harmless the Company
each of its directors each of its officers who signs such Registration Statement
and each Person who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from the Company
to each such Holder, but only with reference to written information relating to
such Holder furnished to the Company by or on behalf of such Holder specifically
for inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any such Holder
may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section 6 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be responsible
for the fees and expenses of any separate counsel retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action; or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.


                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser, Regis Purchaser
or any subsequent Holder of any Security or New Security be responsible, in the
aggregate, for any amount in excess of the purchase discount or commission
applicable to such Security, or in the case of a New Security, applicable to the
Security that was exchangeable into such New Security, as set forth on the cover
page of the Final Memorandum, nor shall any underwriter be responsible for any
amount in excess of the underwriting discount or commission applicable to the
securities purchased by such underwriter under the Registration Statement which
resulted in such Losses. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the indemnifying pa7rty and the
indemnified party shall contribute in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of such
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the statements or omissions which resulted in such
Losses as well as any other relevant equitable considerations. Benefits received
by the Company shall be deemed to be equal to the sum of (x) the total net
proceeds from the Initial Placement (before deducting expenses) as set forth on
the cover page of the Final Memorandum and (y) the total amount of additional
interest which the Company was not required to pay as a result of registering
the securities covered by the Registration Statement which resulted in such
Losses. Benefits received by the Initial Purchasers shall be deemed to be equal
to the total purchase discounts and commissions as set forth in the Purchase
Agreement, benefits received by Highland shall be deemed to equal the
consideration paid for the Securities it purchased on the date of the Initial
Placement as set forth in the Highland Purchase Agreement, and benefits received
by any other Holders shall be deemed to be equal to the value of receiving
Securities or New Securities, as applicable, registered under the Act. Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses. Relative fault shall be determined by reference to, among other things,
whether any alleged untrue statement or omission relates to information provided
by the indemnifying party, on the one hand, or by the indemnified party, on the
other hand, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission. The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or any other method of allocation which
does not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each Person who



controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each Person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the
Company who shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).

                  (e) The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or any of the officers, directors or controlling Persons referred
to in this Section hereof, and will survive the sale by a Holder of securities
covered by a Registration Statement.

                  7.  Underwritten  Registrations.  (a) If any of the Securities
or New Securities, as the case may be, covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the Managing Underwriters
shall be selected by the Majority Holders.

                  (b) No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to
sell such Person's Securities or New Securities, as the case may be, on the
basis reasonably provided in any underwriting arrangements approved by the
Persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

                  8. No Inconsistent Agreements. The Company has not, as of the
date hereof, entered into, nor shall it, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

                  9. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of New Securities); provided
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities or New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as the case
may be, being sold rather than registered under such Registration Statement.


                  10. Notices. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

                  (a) if to a Holder, at the most current address given by such
holder to the Company in accordance with the provisions of this Section, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
Salomon Smith Barney Inc.;

                  (b)  if to you, initially at the respective addresses set 
forth in the Purchase Agreement; and

                  (c)  if to the Company, initially at its address set forth in 
the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers, Highland or the Company by notice to
the other parties may designate additional or different addresses for subsequent
notices or communications.

                  11. Successors. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

                  12. Counterparts. This agreement may be in signed
counterparts, each of which shall an original and all of which together shall
constitute one and the same agreement.

                  13.  Headings.  The  headings used herein are for convenience 
only and shall not  affect the construction hereof.

                  14. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  15. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.


                  16. Securities Held by the Company, etc. Whenever the consent
or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.







                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a building agreement
among the Company, the several Initial Purchasers and Highland.

                                        Very truly yours,

                        HYPERION TELECOMMUNICATIONS, INC.


                                        By:   /s/ Daniel R. Milliard
                                        Name: Daniel R. Milliard
                                        Title:  President

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

SALOMON SMITH BARNEY INC.
CHASE SECURITIES INC.
FIRST UNION CAPITAL MARKETS CORP.

By:  SALOMON SMITH BARNEY INC.


By:   /s/ Michael Anderson
     Name: Michael Anderson
     Title: Managing Director







HIGHLAND HOLDINGS


By:   /s/ Timothy J. Rigas
      its general partner







ANNEX A


Each Broker-Dealer that receives New Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus, a Broker-Dealer
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Broker-Dealer in connection with resales of New
Securities received in exchange for Securities where such Securities were
acquired by such Broker-Dealer as a result of market-making activities or other
trading activities. The Company has agreed that, starting on the Expiration Date
(as defined herein) and ending on the close of business one year after the
Expiration Date, it will make this Prospectus available to any Broker-Dealer for
use in connection with any such resale. See "Plan of Distribution."







ANNEX B


Each Broker-Dealer that receives New Securities for its own account in exchange
for Securities, where such Securities were acquired by such Broker-Dealer as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus in connection with any resale of such New
Securities. See "Plan of Distribution."







ANNEX C


PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 2000, all dealers effecting transactions
in the New Securities may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of New
Securities by brokers-dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resales New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  For a period of one year after the Expiration Date, the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the holder of the Securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the Securities (including
any Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

[If applicable, add information required by Regulation S-K Items 507 and/or 
508.]






ANNEX D

Rider A

                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:                                                
                  Address:                                             


Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchange for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.