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EXHIBIT 4.66
MCK
Loan No. T0364
PROMISSORY NOTE
MERCURY CELLULAR OF KANSAS, INC.
LAKE CHARLES, LOUISIANA
$17,100,000 DATED: APRIL 20, 1995
FOR VALUE RECEIVED, MERCURY CELLULAR OF KANSAS, INC. (the "Borrower"),
promises to pay to the order of COBANK, ACB (the "Payee"), at the times and in
the manner set forth in that certain Loan Agreement, dated as of even date
herewith, and numbered T0364, by and between the Borrower and the Payee (as
that agreement may be amended, supplemented, extended or restated from time to
time, the "Loan Agreement"), the principal sum of SEVENTEEN MILLION ONE HUNDRED
THOUSAND DOLLARS ($17,100,000) or such lesser amount as may be advanced
hereunder, together with interest on the unpaid principal balance hereof at the
rate or rates provided for in the Loan Agreement.
This Note is given for one or more advances to be made by the Payee to
the Borrower pursuant to the Loan Agreement, all of the terms and provisions of
which are incorporated herein by reference. Advances, accrued interest and
payments shall be posted by the Payee upon an appropriate accounting record,
which record (and all computer printouts thereof) shall constitute prima facie
evidence of the outstanding principal and interest on the advances.
The Borrower hereby waives presentment for payment, demand, protest,
and notice of dishonor and nonpayment of this Note, and all defenses on the
ground of delay or of any extension of time for the payment hereof which may be
hereafter given by the holder or holders hereof to it or to anyone who has
assumed the payment of this Note, and it is specifically agreed that the
obligations of the Borrower shall not be in anywise affected or altered to the
prejudice of the holder or holders hereof by reason of the assumption of payment
of the same by any other person or entity.
Should this Note be placed in the hands of an attorney for collection
or the services of any attorney become necessary in connection with enforcing
its provisions, the Borrower agrees to pay reasonable attorneys' fees, together
with all costs and expenses incident thereto, to the extent allowed by law.
Except to the extent governed by applicable federal law, this Note shall be
governed by and construed in accordance with the laws of the State of Kansas
without reference to choice of law doctrine.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed,
attested and delivered under seal by its duly authorized officers as of the
date first shown above.
MERCURY CELLULAR OF KANSAS, INC.
By: /s/ XXXXXX X. XXXXXXX
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[CORPORATE SEAL] Name: Xxxxxx X. Xxxxxxx
Title: President
Attest: /s/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
Title: Secretary
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CTC
Loan No. T0362
PROMISSORY NOTE
MERCURY CELLULAR TELEPHONE COMPANY
Lake Charles, Louisiana
$18,000,000 DATED: APRIL 20, 1995
FOR VALUE RECEIVED, MERCURY CELLULAR TELEPHONE COMPANY ("MCTC") hereby
promises to pay to the order of CTC FINANCIAL, INC. ("Finance"; Finance or any
subsequent holder of this Note, the "Holder") the principal amount of EIGHTEEN
MILLION DOLLARS ($18,000,000), or so much as may have been advanced under that
certain Promissory Note, dated of even date herewith, made by Finance to the
order of CoBank, ACB ("CoBank"), in the original principal amount of
$18,000,000 (including any amendment, supplement, extension or restatement
thereof, the "Finance Note"), and that certain Loan Agreement, dated as of even
date herewith, by and between Finance and CoBank (including any amendment,
supplement, extension or restatement thereof, the "Loan Agreement") and
reloaned by Finance to MCTC, together with interest as hereinafter provided
from the date hereof until paid in full, plus amounts equal to all other costs,
fees, expenses, premiums, surcharges and all other amounts due under or in
connection with the Finance Note and the Loan Agreement. For purposes of this
Note, the "Finance Loan" shall mean the amounts borrowed by Finance from CoBank
pursuant to the Loan Agreement and evidenced by the Finance Note, and the
"Loan" shall mean the amounts of the Finance Loan reloaned by Finance to MCTC
and evidenced by this Note.
1. INTEREST. The aggregate amount of interest accruing under this
Note shall at all times equal the aggregate amount of interest accruing under
the Finance Note. Accordingly, interest on the principal balance outstanding
hereunder shall accrue as follows:
(a) As to a principal amount equal to the Portion (as
defined in the Loan Agreement) of the Finance Loan, if any, from time to time
accruing interest at the Variable Rate (as defined in the Loan Agreement), at a
rate equal to the Variable Rate applicable from time to time under the Loan
Agreement; and
(b) As to a principal amount equal to each Portion of the
Finance Loan, if any, from time to time accruing interest pursuant to one of
the fixed rate options as provided for in Section 4(A)(2)(a) or (b) of the Loan
Agreement, at a fixed rate equal to the fixed rate so accruing on each such
Portion.
2. REPAYMENT OF PRINCIPAL; INTEREST AND OTHER AMOUNTS PAYABLE.
This Note evidences MCTC's obligations with respect to the Loan. MCTC shall pay
to the Holder an
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Promissory Note/MCTC
Loan No. T0362
amount equal to the aggregate principal amount of the Loan, together with
accrued interest thereon, plus all other costs, fees, expenses, premiums,
surcharges and all other amounts due under or in connection with the Finance
Note and the Loan Agreement, in such amounts and at such times as shall be
sufficient to make, when and as due, all payments required under the Finance
Note and the Loan Agreement with respect to the Finance Loan, interest thereon,
and such other amounts due thereunder. Advances, accrued interest and payments
under the Finance Note and the Loan Agreement shall be posted by CoBank upon an
appropriate accounting record, which record (and all computer printouts
thereof) shall constitute prima facie evidence of the outstanding principal and
interest under the Finance Note and the Loan Agreement. So long as CoBank shall
be the Holder hereof, payments received by CoBank pursuant to this Note shall
be deemed to constitute payments made pursuant to the Finance Note.
3. MANNER AND PLACE OF PAYMENT. Payments of all amounts due
hereunder are to be made at such location as the Holder may designate in
writing in accordance with Paragraph 10 hereof, in lawful money of the United
States of America.
4. LOAN DOCUMENTS. This Note is executed pursuant to the terms of
the Loan Agreement. This Note, the Finance Note and the Loan Agreement and any
other agreements, documents or instruments securing the indebtedness or
evidencing or relating to the transactions contemplated in the Loan Agreement
shall sometimes herein be collectively called the "Loan Documents."
5. COST OF COLLECTION. In the event this Note or any amount due
hereunder is not paid promptly when due, MCTC shall pay the reasonable fees and
all other costs and expenses of any attorneys at law who may be employed to
recover the amount overdue, or to protect the interest of the Holder, or to
enforce any Loan Document or to compromise or take other action in regard
hereto or thereto.
6. WAIVER. MCTC hereby waives any right to consent to any
amendment, supplement, extension or restatement of the Finance Note, the Loan
Agreement or any of the other Loan Documents; waives presentment for payment,
demand, protest and notice of dishonor and nonpayment; and agrees that the
payment hereof or of the Finance Note and the Loan Agreement may be extended
one or more times without notice. MCTC hereby waives all defenses on the ground
of delay or of any extension of time for the payment hereof which may be
hereafter given by the Holder hereof to it or to anyone who has assumed the
payment of this Note, and it is specifically agreed that the obligations of
MCTC shall not be in anywise affected or altered to the prejudice of the Holder
hereof by reason of the assumption of payment of the same by any other person
or entity.
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Promissory Note/MCTC
Loan No. T0362
7. PARTIES BOUND. As used herein, the terms "MCTC" and the
"Holder" shall be deemed to include their respective successors and assigns.
8. MISCELLANEOUS. The Holder shall not by any act, delay,
omission or otherwise be deemed to have waived any of its rights or remedies,
and no waiver of any kind shall be valid, unless in writing and signed by the
Holder. All rights and remedies of the Holder under the terms of this Note and
under any statutes or rules of law shall be cumulative and may be exercised
successively or concurrently. Any provision of this Note which may be
unenforceable or invalid under any law shall be ineffective to the extent of
such unenforceability or invalidity without affecting the enforceability or
validity of any other provision hereof. Except to the extent governed by
applicable federal law, this Note shall be governed by and construed in
accordance with the laws of the State of Louisiana without reference to choice
of law doctrine.
9. CONSENT TO JURISDICTION. To the maximum extent permitted by
law, MCTC agrees that any legal action or proceeding with respect to this Note
may be brought in the courts of the State of Louisiana or the United States of
America for the Western District of Louisiana, all as the Holder may elect. By
execution of this Note, MCTC hereby irrevocably submits to such jurisdiction,
expressly waiving any objection it may have to the laying of venue by reason of
its present or future domicile. Nothing contained herein shall affect the right
of the Holder to commence legal proceedings or otherwise proceed against MCTC
in any other jurisdiction or to serve process in any manner permitted or
required by law.
10. NOTICES. All notices herein authorized or required to be given
to MCTC or the Holder shall be given and delivery may be effected in the manner
set forth in the Loan Agreement to the addresses set forth below or to such
other address as the parties may designate from time to time in accordance with
this paragraph:
MCTC: Mercury Cellular Holder: CoBank, ACB
Telephone Company 000 Xxxxxxxx Xxxxxxx
X.X. Xxx 0000 Xxxxx 0000
Xxxx Xxxxxxx, Xxxxxxxxx 00000 Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxxx; Attn: Rural Utility Banking
cc: Xxxxxx X. Xxxxxxx Fax No.: (000) 000-0000
Fax No.: (000) 000-0000
[Signatures on next page]
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Promissory Note/MCTC
Loan No. T0362
WHEREFOR, MCTC has caused this Note to be executed, attested, sealed
and delivered under seal by its duly authorized officers on the day and year
first written above.
MERCURY CELLULAR
TELEPHONE COMPANY
By: /s/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
Title: President
Attest: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Secretary
[CORPORATE SEAL]
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Promissory Note/MCTC
Loan No. T0362
FOR VALUE RECEIVED, CTC FINANCIAL, INC. ("Finance") hereby assigns to the
COBANK, ACB ("CoBank") all of its interest in the instant promissory note to
secure the prompt payment and performance of the Obligations (as hereinafter
defined). As used herein, the term "Obligations" shall mean (i) the principal,
interest and any other charges provided for in the Finance Note (as defined in
the instant promissory note) and the Loan Agreement (as defined in the instant
promissory note); (ii) all payments or performances under any other agreements,
instruments and documents now or hereafter evidencing or relating to the
transactions contemplated in the Loan Agreement; and (iii) all indebtedness,
obligations and liabilities of Finance to CoBank of every kind, character and
description whatsoever, direct or indirect, absolute or contingent, due or to
become due, now existing or hereinafter incurred, contracted or arising, joint
or several, liquidated or unliquidated, regardless of how they arise or by what
agreement or instrument they may be evidenced or whether they are evidenced by
any agreement or instrument, or whether incurred as maker, drawer, endorser,
surety, guarantor or otherwise.
WHEREFOR, Finance has caused this assignment to be executed, attested
and delivered under seal as of April 20, 1995.
CTC FINANCIAL, INC.
By: /s/ XXXXXXX X. XXXXXXX, XX.
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: President
Attest: /s/ XXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
[CORPORATE SEAL]
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