1
AMENDMENT NO. 1 TO THE
CREDIT AGREEMENT
Dated as of October 31, 1996
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (this "Amendment") among
Powertel, Inc. (formerly known as InterCel PCS Services, Inc.), a Delaware
corporation (the "Borrower"), and Ericsson Inc. ("Ericsson") as the Initial
Lender, and Ericsson, as agent (the "Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agent have entered
into a Credit Agreement dated as of March 4, 1996 (the "Credit Agreement").
Capitalized terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.
(2) The Borrower has requested that Ericsson increase the
amount of the total Commitments under the Credit Agreement to $165,000,000.
(3) In order to induce Ericsson to increase the total amount
of the Commitments under the Credit Agreement to $165,000,000, the Borrower has
agreed to use Ericsson as the exclusive provider of PCS 1900 Equipment for a
term of three years in the Atlanta MTA.
(4) Ericsson is, on the terms and conditions stated
below, willing to grant the request of the Borrower and the Borrower and
Ericsson have agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to the Credit Agreement. The Credit
Agreement is, effective as of the date hereof and subject to the satisfaction
of the conditions precedent set forth in Section 2 hereof, hereby amended as
follows:
(a) References in the Credit Agreement and the exhibits
thereto to "InterCel PCS Services. Inc." shall be replaced with
"Powertel, Inc."
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(b) The definition of "License Subsidiaries" is deleted in
its entirety and replaced with the following:
""License Subsidiaries" means each of Powertel
Jacksonville Licenses, Inc., Powertel Memphis Licenses,
Inc., Powertel Birmingham Licenses, Inc. and Powertel
Atlanta Licenses, Inc."
(c) The definition of "Operating Subsidiaries" is deleted
in its entirety and replaced with the following:
""Operating Subsidiaries" means each of
Powertel/Jacksonville, Inc., Powertel/Memphis, Inc.,
Powertel/Birmingham, Inc. and Powertel/Atlanta, Inc.".
(d) The following definitions are added to Section 1.01:
""Subscriber" means, at any time, those subscribers to
the wireless personal communications services ("PCS") of
the Borrower and the Operating Subsidiaries for the
MTA's of Jacksonville, Florida; Memphis,
Tennessee/Jackson, Mississippi; Birmingham, Alabama and
Atlanta, Georgia (a) who have activated a PCS telephone
number for use on the Borrower's or an Operating
Subsidiary's PCS network for such services, (b) who are
not ninety days or more past due with respect to any
amounts owed to the Borrower or such Operating
Subsidiaries and (c) who have not given any notice of
termination.
""Revenue" means, for any period, the operating revenue
for the personal communications services of InterCel and
its Subsidiaries consisting of operating revenue derived
from (a) monthly access charges for such services, (b)
the air time charges for such services, (c) so-called
"roaming revenue", (d) toll revenue, (e) operator
services revenues, (f) the installation and connection
of equipment and (g) the sale of personal communication
services equipment and (h) all other revenues generated
from the PCS network of the Borrower and the Operating
Subsidiaries and infrastructure related thereto."
(e) Clauses (a), (b) and (c) of Section 3.03 are replaced
with the following:
"the Agent shall have received the items set forth in
clause (xii) and (A) through (F) in clause (vii) of
Section 3.01(f) from Powertel/Atlanta, Inc."
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(f) Section 5.01 is hereby amended by adding the following
to the end thereof:
"(m) Leases. In connection with (i) any leases entered
into by the Borrower relating to any property on which
any Collateral with a purchase price in access of
$500,000 shall be located or stored, the Borrower shall
obtain provisions in such leases or shall obtain
consents from landlords containing such provision
substantially similar to those provisions set forth in
Annex A-1 or as shall otherwise be reasonably
satisfactory to the Agent and (ii) any leases entered
into by the Borrower after October 28, 1996 relating to
any property on which any other Collateral shall be
located or stored, the Borrower shall use reasonable
efforts to obtain provisions in such leases
substantially similar to those provisions set forth in
Annex A-2."
(g) Section 6.01(m) is hereby amended by deleting from the
word "or" on the fifth line thereof through the word "Alabama" on the
twelfth line thereof, inserting the word "or" at the beginning of the
third line thereof and adding "as amended" at the end of clause (ii) of
such subsection.
(h) Section 6.01(o) is deleted in its entirety and replaced
with the following:
"(o) InterCel and its Subsidiaries shall fail to have
earned for each fiscal quarter of InterCel, Consolidated
Revenue of not less than the applicable amount set forth
on Schedule 6.01(o) for such fiscal quarter."
(i) Section 6.01 is amended by adding at the end of clause
(r) thereof the word "or" together with the following:
"(s) The Borrower shall permit the aggregate number of
Subscribers at any time during any period set forth on
Schedule 6.01(s) to be less than the number set forth
for such period."
(j) Section 8.13 is hereby deleted in its entirety and
replaced with the following:
"Prior to January 31, 1998, the Borrower and Lenders
shall negotiate in good faith financial tests consisting
of (a) a ratio of EBITDA to debt service of InterCel and
its Subsidiaries, (b) a ratio of Debt to EBITDA of
InterCel and its Subsidiaries and (c) a level of maximum
capital
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expenditure, in each case, based upon the business plan
for 1998 delivered by the Borrower to the Lenders in
accordance with Section 5.03(d). ".
(k) Schedule I is amended by replacing "$125,000,000" set
opposite "Ericsson Inc." with "$165,000,000".
(l) Schedule 4.01(a) is deleted in its entirety and
replaced with Annex B attached hereto.
(m) Schedule 4.01(b) is deleted in its entirety and replaced
with Annex C attached hereto.
(n) Schedule 6.01(o) is deleted in its entirety and replaced
with Annex D attached hereto.
(o) Schedule 6.01(p) is deleted in its entirety and replaced
with Annex E attached hereto.
(p) Schedule 6.01(q) is deleted in its entirety and replaced
with Annex F attached hereto.
(q) Schedule 6.01(r) is deleted in its entirety and replaced
with Annex G attached hereto.
(r) Schedule 6.01(s) is added to the Credit Agreement.
(s) Exhibit A is deleted in its entirety and replaced with
Annex H attached hereto.
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written when, and only when, the
Agent shall have received counterparts of this Amendment executed by the
Borrower and Ericsson. The effectiveness of this Amendment is conditioned upon
the accuracy of the factual matters described herein. This Amendment is
subject to the provisions of Section 8.01 of the Credit Agreement. The parties
hereto further agree to use their best efforts to enter into an amendment to
the Equipment Purchase Agreement to make changes to the Equipment Purchase
Agreement in order (a) to clarify that (i) the Borrower has agreed to use
Ericsson as the exclusive provider of PCS 1900 Equipment for a term of three
years in the Atlanta MTA, (ii) Ericsson shall sell Equipment to the Borrower
for use in the Atlanta MTA on the terms and conditions, to the extent
applicable, as the Equipment currently being sold under the Equipment Purchase
Agreement and (b) to make such other amendments that are
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consistent with the amendments made hereby to the Credit Agreement, as soon as
practicable upon the effectiveness of this Amendment.
SECTION 3. Representations and Warranties of the Borrower.
(a) The execution, delivery and performance by the Borrower
of this Amendment and the Loan Documents, as amended hereby, to which it
is a party are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action and do not (i) contravene
the Borrower's charter or by-laws, (ii) violate any law, rule or
regulation (including, without limitation, Regulation X of the Board of
Governors of the Federal Reserve System), or any order, writ, judgment,
injunction, decree, determination or award, binding on or affecting the
Borrower or any of its Subsidiaries or any of their properties the effect
of which would not have a Material Adverse Effect, or (iii) conflict with
or result in the breach of, or constitute a default under, any contract,
loan agreement, indenture, mortgage, deed of trust, lease or other
instrument binding on or affecting the Borrower, any of its Subsidiaries
or any of their properties except where such conflict would not
have a Material Adverse Effect.
(b) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body
or any other third party is required for the due execution, delivery or
performance by the Borrower of this Amendment or any of the Loan
Documents, as amended hereby, to which it is a party.
(c) This Amendment has been duly executed and delivered by
the Borrower. This Amendment and each of the other Loan Documents, as
amended hereby, to which the Borrower is a party are legal, valid and
binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms.
SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after
the effectiveness of this Amendment, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to
the Credit Agreement, and each reference in the Notes and each of the other
Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, as specifically amended by this
Amendment, is and shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed.
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(c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver
of any right, power or remedy of any Lender or the Agent under the Credit
Agreement, nor constitute a waiver of any provision of the Credit Agreement.
SECTION 5. Costs, Expenses. The Borrower agrees to pay on
demand all costs and expenses of the Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Agent) as previously agreed between the Borrower and the Lenders.
SECTION 6. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
SECTION 7. Waiver. At the request of the Borrower, the Lenders
hereby waive (a) the requirement of Section 5.01(m) with respect to the
landlord lien waiver letters for the Equipment located on the properties
subject to (i) the Standard Commercial Lease dated April 1, 1996 between
Eastpointe Realty Limited Partnership and InterCel, Inc., (ii) The Lease dated
December 8, 1995 between Powertel PCS Partners, L.P. and (iii) the Lease
Agreement dated March 6, 1996 between Xxxxxxx Investments Corp. and InterCel
Jacksonville MTA, Inc. and (b) the requirement that Powertel Memphis Licenses,
Inc., Powertel/Birmingham, Inc. and Powertel Birmingham Licenses, Inc. are
foreign corporations in good standing in the state of Alabama, in each case,
for a period of thirty days from the effective date of this Amendment.
SECTION 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
7
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers theretunto duly
authorized, as of the date first above written.
POWERTEL, INC.
By /s/
---------------------------
Title: President
ERICSSON INC.,
as Agent and as Lender
By
---------------------------
Title:
8
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
POWERTEL, INC.
By
--------------------------------------
Title: President
ERICSSON INC.,
as Agent and as Lender
By /s/
--------------------------------------
Title: DIRECTOR OF FINANCE/CONTROLLER
RADIO SYSTEMS GROUP.
9
ANNEX A-1
The security interest granted by Tenant to Ericsson Inc., or its successors or
assigns, ("Ericsson"), as Agent for the Lenders (as defined below) under that
certain Credit Agreement dated as March 4, 1996, as the same may be amended
from time to time (the "Credit Agreement") among Powertel, Inc. (formerly known
as InterCel PCS Services, Inc.), Ericsson Inc., as Agent, and the Lenders party
thereto (the "Lenders"), in certain telecommunications equipment (the
"Eguipment") purchased with the Advances (as such term is defined in the Credit
Agreement), whether now or hereafter existing or now owned or hereafter
acquired and located on or about the Premises (such Equipment being referred to
herein as the "Collateral") shall have priority to the extent of all
obligations of Tenant to Ericsson, Inc. and the Lenders secured thereby over
any security interest or lien, whether acquired by statute, agreement, or
otherwise, of Landlord in or affecting the same Personal Property.
If a termination, disaffirmance or rejection of the Lease pursuant to any laws
(including any bankruptcy or insolvency laws) by Tenant shall occur, or Landlord
shall terminate this Lease, Landlord will give to the Agent (as such term is
defined in the Credit Agreement) of which it has received notice the right,
within 60 days after such event and provided that all curable defaults under
this Lease have been cured, to enter into a new lease of the Premises, in the
name of a designee to be named by the Agent at such time, for the remainder of
the term of this Lease and upon all of the terms and conditions, and subject to
all of the restrictions, contained herein. If the Agent shall elect not to
exercise such right, Landlord will give the Agent the right to enter upon the
Property during such 60-day period for the purpose of removing any Personal
Property.
Landlord consents to any assignment or transfer of Tenant's interest in the
Lease, either to a Secured Party (as such term is defined in the Credit
Agreement) or to any other person or entity, arising by reason of a default
under any document relating to the Credit Agreement or any refinancing thereof
and a foreclosure or transfer in lieu of foreclosure of the security provided in
connection therewith.
Landlord and Tenant acknowledge that each Secured Party shall be a third-party
beneficiary of this Lease. Promptly after any person or entity shall become
Secured Party, Tenant will give prompt notice thereof to Landlord, but Tenant's
failure to give such notice shall not prejudice any rights of a Secured Party
hereunder.
in connection with the security interest granted by the Tenant in the Collateral
to the Secured Party, Landlord agrees to allow the recording of any document,
certificate or financing statement in connection with the evidencing or
perfection of the Secured Party's lien.
10
ANNEX A-2
Lessee may, upon notice to Lessor, grant a security interest in the Antenna
Facilities/Tower Facilities (as such terms are currently defined in leases of
the Borrower), to any Person (hereinafter collectively referred to as "Secured
Parties"). Lessor agrees to notify Lessee and any Secured Parties
simultaneously of any default by Lessee and to give the Secured Parties the
same right to cure any default as Lessee except that the cure period for any
Secured Party shall not be less than 10 days after receipt of the default
notice.
Lessor hereby waives any and all lien rights it may have, statutory or
otherwise, in and to the Tower Facilities/Antenna Facilities or any portion
thereof, regardless of whether or not same is deemed real or personal property
under applicable laws.
If a termination, disaffirmance or rejection of the Lease pursuant to any laws
(including any bankruptcy or insolvency laws) by Tenant shall occur, or
Landlord shall terminate this Lease, Landlord will give to the Secured Parties
prompt notice thereof and Landlord will give the Secured Parties the right to
enter upon the Property during a 30-day period for commencing upon the Agent's
receipt of such notice for the purpose of removing any Equipment. Landlord
acknowledges that the Secured Parties shall be a third-party beneficiary of
this Lease.
11
ANNEX B
SCHEDULE 4.01(a)
STOCK OWNERSHIP OF LICENSE SUBSIDIARIES
Powertel/Birmingham, Inc. owns 100% of the 60,384.47 shares of common stock
outstanding of Powertel Birmingham Licenses, Inc.
Powertel/Memphis, Inc. owns 100% of the 100 shares of common stock outstanding
of Powertel Memphis Licenses, Inc.
Powertel/Jacksonville, Inc. owns 100% of the 100 shares of common stock
outstanding of Powertel Jacksonville Licenses, Inc.
Powertel/Atlanta, Inc. owns 100% of the 100 shares of common stock outstanding
of Powertel Atlanta Licenses, Inc.
12
ANNEX C
SCHEDULE 4.01(b)
SUBSIDIARIES OF INTERCEL
No. of Shares Covered
% of by all Outstanding
Outstanding Options,
Shares Owned Warrants, Rights of
No. of No. of (Directly or Conversion or
State of Shares Shares Indirectly) by Purchase and
Company Incorporation Authorized Outstanding InterCel Similar Rights
------- ------------- ---------- ----------- -------- --------------
Powertel, Inc. Delaware 1,000 100 100% 0
InterCel Licenses, Inc. Delaware 100 100 100% 0
Unity Cellular Systems, Inc. Maine 100,000 100 100% 0
Northern Maine Cellular Maine 51 % Partnership
Partnership Interest
Powertel/Birmingham, Inc. Missouri 3,000,000 850,000 100% 0
Powertel Birmingham Licenses, Colorado 100,000 60,384.47 100% 0
Inc.
Powertel/Jacksonville, Inc. Delaware 1,000 100 100% 0
Powertel Jacksonville Licenses, Delaware 1,000 100 100% 0
Inc.
Powertel/Memphis, Inc. Delaware 3,500,000 3,226,190 100% 0
Powertel Memphis Licenses, Inc. Delaware 1,000 100 100% 0
Powertel/Atlanta, Inc. Delaware 1,000 100 100% 0
Powertel Atlanta Licenses, Inc. Delaware 1,000 100 100% 0
13
ANNEX D
SCHEDULE 6.01(o)
REVENUES
Fiscal Quarter Minimum PCS
Ended Revenues
----- -----------
December 31, 1996 2,000,000
March 31, 1997 6,500,000
June 30, 1997 9,200,000
September 30, 1997 11,800,000
December 31, 1997 17,000,000
March 31, 1998 20,000,000
June 30, 1998 27,000,000
September 30, 1998 36,000,000
December 31, 1998 46,000,000
March 31, 1999 44,000,000
June 30, 1999 55,000,000
September 30, 1999 61,000,000
December 31, 1999 68,000,000
March 31, 2000 66,000,000
June 30, 2000 78,000,000
September 30, 2000 83,000,000
December 31, 2000 91,000,000
March 31, 2001 88,000,000
June 30, 2001 92,000,000
September 30, 2001 98,000,000
December 31, 2001 107,000,000
March 31, 2002 103,000,000
June 30, 2002 104,000,000
September 30, 2002 111,000,000
December 31, 2002 121,000,000
March 31, 2003 114,000,000
June 30, 2003 117,000,000
September 30, 2003 124,000,000
December 31, 2003 136,000,000
March 31, 2004 125,000,000
June 30, 2004 128,000,000
September 30, 2004 137,000,000
December 31, 2004 149,000,000
March 31, 2005 137,000,000
June 30, 2005 138,000,000
September 30, 2005 147,000,000
December 31, 2005 160,000,000
Each Quarter Thereafter 160,000,000
14
ANNEX E
SCHEDULE 6.01(q)
NET WORTH
Minimum PCS
Fiscal Quarter Ended Revenues
-------------------- -----------
December 31, 1996 347,000,000
March 31, 1997 325,000,000
June 30, 1997 303,000,000
September 30, 1997 280,000,000
December 31, 1997 238,000,000
March 31, 1998 205,000,000
June 30, 1998 173,000,000
September 30, 1998 140,000,000
December 31, 1998 107,000,000
March 31, 1999 87,000,000
June 30, 1999 67,000,000
September 30, 1999 47,000,000
December 31, 1999 27,000,000
March 31, 2000 21,000,000
June 30, 2000 15,000,000
September 30, 2000 9,000,000
December 31, 2000 2,000,000
March 31, 2001 4,000,000
June 30, 2001 5,000,000
September 30, 2001 6,000,000
December 31, 2001 7,000,000
March 31, 2002 21,000,000
June 30, 2002 35,000,000
September 30, 2002 49,000,000
December 31, 2002 63,000,000
15
Net Worth
Fiscal Quarter Ended Minimum
-------------------- -----------
March 31, 2003 86,000,000
June 30, 2003 110,000,000
September 30, 2003 133,000,000
December 31, 2003 156,000,000
March 31, 2004 190,000,000
June 30, 2004 223,000,000
September 30, 2004 257,000,000
December 31, 2004 290,000,000
March 31, 2005 319,000,000
June 30, 2005 347,000,000
September 30, 2005 376,000,000
December 31, 2005 404,000,000
Each Quarter Thereafter 404,000,000
16
ANNEX F
SCHEDULE 6.01(r)
LEVERAGE RATIO
Minimum Ratio of
Total Liabilities to
Fiscal Ouarter Ended Total Assets
-------------------- --------------------
December 31, 1996 1.00:1.00
March 31, 1997 1.00:1.00
June 30, 1997 1.00:1.00
September 30, 1997 1.00:1.00
December 3 1, 1997 1.00:1.00
March 31, 1998 1.00:1.00
June 30, 1998 1.00:1.00
September 30, 1998 1.00:1.00
December 31, 1998 1.00:1.00
March 31, 1999 1.10:1.00
June 30, 1999 1.10:1.00
September 30, 1999 1.10:1.00
December 31, 1999 1.10:1.00
March 31, 2000 1.10:1.00
June 30, 2000 1.10:1.00
September 30, 2000 1.10:1.00
December 31, 2000 1.10:1.00
March 31, 2001 1.10:1.00
June 30, 2001 1.10:1.00
September 30, 2001 1.10:1.00
December 31, 2001 1.10:1.00
March 1, 2002 1.10:1.00
June 30, 2002 1.10:1.00
September 30, 2002 1.10:1.00
17
Minimum Ratio of
Total Liabilities to
Fiscal Ouarter Ended Total Assets
-------------------- --------------------
December 31, 2002 1.10:1.00
March 31, 2003 1.10:1.00
June 30, 2003 1.10:1.00
September 30, 2003 1.10:1.00
December 31, 2003 1.00:1.00
March 31, 2004 1.00:1.00
June 30, 2004 1.00:1.00
September 30, 2004 1.00:1.00
December 31, 2004 0.80:1.00
March 31, 2005 0.80:1.00
June 30, 2005 0.80:1.00
September 30, 2005 0.80:1.00
0.80:1.00
Each Quarter Thereafter 0.70:1.00
18
ANNEX G
SCHEDULE 6.01(s)
SUBSCRIBERS
Fiscal Quarter Ended Subscribers
-------------------- -----------
December 31, 1996 5,000
March 31, 1997 15,000
June 30, 1997 25,000
September 30, 1997 40,000
December 31, 1997 60,000
March 31, 1998 80,000
June 30, 1998 100,000
September 30, 1998 150,000
December 31, 1998 200,000
March 31, 1999 225,000
June 30, 1999 250,000
September 30, 1999 300,000
December 31, 1999 350,000
March 31, 2000 400,000
June 30, 2000 450,000
September 30, 2000 500,000
December 31, 2000 550,000
March 31, 2001 575,000
June 30, 2001 600,000
September 30, 2001 650,000
December 31, 2001 700,000
March 31, 2002 700,000
June 30, 2002 700,000
September 30, 2002 750,000
19
Number of
Fiscal Quarter Ended Subscribers
-------------------- -----------
December 31, 2002 750,000
March 31, 2003 800,000
June 30, 2003 800,000
September 30, 2003 850,000
December 31, 2003 850,000
March 31, 2004 850,000
June 30, 2004 850,000
September 30, 2004 850,000
December 31, 2004 850,000
March 31, 2005 900,000
June 30, 2005 900,000
September 30, 2005 900,000
December 31, 2005 900,000
Each Quarter Thereafter 1,000,000
20
ANNEX H
EXHIBIT A
PROMISSORY NOTE
$165,000,000 Dated: October 31, 1996
FOR VALUE RECEIVED, the undersigned, Powertel, Inc., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Ericsson
Inc. (the "Lender") for the account of its Lending Office (as defined in the
Credit Agreement referred to below) the aggregate principal amount of the
Advances (as defined below) owing to the Lender by the Borrower pursuant to the
Credit Agreement dated as of March 4, 1996 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"; terms defined
therein being used herein as therein defined) among the Borrower, the Lender
and certain other lender parties party thereto, and Ericsson Inc. as Agent for
the Lender and such other lender parties, on the dates and in the amounts
specified in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal
amount of each Advance from the date of such Advance until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Ericsson Inc., as Agent, at 000 Xxxx Xxxxxxxx Xxxx,
Xxxxxxxxxx Xxxxx 00000, in same day funds. Each Advance owing to the Lender by
the Borrower and the maturity thereof, and all payments made on account of
principal thereof, shall be recorded by the Lender and, prior to any transfer
hereof, endorsed on the grid attached hereto, which is part of this Promissory
Note.
This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of advances (the "Advances") by the
Lender to the Borrower from time to time in an aggregate amount not to exceed
at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each Advance being evidenced by
this Promissory Note, and (ii) contains provisions for acceleration of the
maturity hereof ,of upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein
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specified. The obligations of the Borrower under this Promissory Note, and the
obligations of the other Loan Parties under the Loan Documents, are secured by
the Collateral as provided in the Loan Documents.
POWERTEL, INC.
By
----------------------------------
Title:
22
ADVANCES AND PAYMENTS OF PRINCIPAL
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AMOUNT OF UNPAID
AMOUNT OF PRINCIPAL PAID PRINCIPAL NOTATION
DATE ADVANCE OR PREPAID BALANCE MADE BY
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