EXHIBIT 10.2
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FORM OF B TERM NOTE
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$________ New York, New York
_________ ___, ___
FOR VALUE RECEIVED, MJD COMMUNICATIONS, INC., a Delaware corporation (the
"Borrower"), hereby promises to pay to the order of ________________ (the
"Lender"), in lawful money of the United States of America in immediately
available funds, at the Payment Office (as defined in the Agreement referred to
below) initially located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the
B Maturity Date (as defined in the Agreement) the principal sum of ___________
DOLLARS ($________) or, if less, the then unpaid principal amount of all B Term
Loans (as defined in the Agreement referred to below) made by the Lender
pursuant to the Agreement.
The Borrower also promises to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at the rates
and at the times provided in Section 1.08 of the Agreement.
This Note is one of the B Term Notes referred to in the Credit Agreement,
dated as of March 30, 1998, among the Borrower, the lenders from time to time
party thereto (including the Lender), NationsBank of Texas, N.A., as Syndication
Agent, and Bankers Trust Company, as Administrative Agent (as amended, amended
and restated, modified or supplemented from time to time, the "Agreement"), and
is entitled to the benefits thereof and of the other Credit Documents (as
defined in the Agreement). This Note is secured pursuant to the Pledge Agreement
(as defined in the Agreement). As provided in the Agreement, this Note is
subject to voluntary prepayment and mandatory repayment prior to the B Maturity
Date, in whole or in part.
In case an Event of Default (as defined in the Agreement) shall occur and
be continuing, the principal of and accrued interest on this Note may be
declared to be due and payable in the manner and with the effect provided in the
Agreement.
The Borrower hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
EXHIBIT B-1
Page 2
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
MJD COMMUNICATIONS, INC.
By
________________________________
Name:
Title:
