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EXHIBIT 4.45
CAPITAL NOTE
$1,684,987.01
PARSIPPANY, NEW JERSEY
December 30, 1993
FOR VALUE RECEIVED, the undersigned, MISSISSIPPI-34 CELLULAR
CORPORATION, a Mississippi corporation (the "Borrower"), hereby unconditionally
promises to pay to the order of AT&T CREDIT CORPORATION, a Delaware corporation
(the "Lender"), at its offices at 0 Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, or at such other place as the holder of this Capital Note may from time
to time designate in writing, in lawful money of the United States of America
and in immediately available funds, the principal sum of One Million Six
Hundred Eighty Four Thousand Nine Hundred Eighty Seven and 01/100
($1,684,987.01), together with interest on the principal balance remaining from
time to time unpaid at the rate provided below from the date such principal is
advanced until payment in full thereof. This Capital Note is referred to in and
was executed and delivered pursuant to Section 2.04 of that certain Loan and
Security Agreement dated as of December 30, 1993 by and between the Borrower
and the Lender (the "Loan Agreement"), to which reference is hereby made for a
statement of terms and conditions under which the Capital Loans evidenced
hereby are being made and are to be repaid. All terms which are capitalized and
used herein (which are not otherwise specifically defined herein) and which are
defined in the Loan Agreement shall be used in this Capital Note as defined in
the Loan Agreement.
The principal indebtedness evidenced hereby shall be payable in
twenty-two (22) consecutive quarterly installments, as set forth on Schedule A
attached hereto. The principal amount hereof may be prepaid only in accordance
with the terms of the Loan Agreement.
Borrower further promises to pay interest on the outstanding unpaid
principal amount hereof which remains unpaid from the date hereof until payment
in full hereof at the per annum rate equal to 6.38%, payable quarterly in
arrears on the Payment Dates and subject to capitalization of the interest
payable prior to the Commitment Termination Date in accordance with the
provisions of Section 2.05 of the Loan Agreement, and calculated on the basis
of a 360-day year comprised of twelve 30 day months, compounded monthly;
provided, however that if Borrower shall default in the payment of the
principal or interest hereof, the Borrower promises to, on demand, pay interest
on the entire unpaid principal amount hereof at a rate equal to four percent
(4%) per annum above the rate of interest that would otherwise be applicable,
from the date such payment is due to the date of actual payment, and if any
other Event of Default occurs and is continuing, the Borrower promises to, on
demand, pay interest on the entire unpaid principal amount hereof at a rate
equal to two percent (2%) per annum above the rate of interest that would
otherwise be applicable until such Event of Default is cured.
If payment hereunder becomes due and payable on a Saturday, Sunday, or
legal holiday, under the laws of the State of New Jersey, the due date thereof
shall be extended to the next succeeding Business Day, and interest shall be
payable thereon during such extension at the rate specified above. Checks,
drafts or similar items of payment received by the Lender shall not
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constitute payment until the same is honored by the Lender's depository bank,
and final settlement thereof is reflected by irrevocable credit to the lender's
account in such bank, BUT SOLELY FOR THE PURPOSE OF COMPUTING INTEREST EARNED
BY THE LENDER, CREDIT SHALL BE GIVEN TO THE BORROWER ON THE BUSINESS DAY SUCH
ITEM OR PAYMENT IS RECEIVED BY THE LENDER. In no contingency or event
whatsoever shall interest charged hereunder, however such interest may be
characterized or computed, exceed the highest rate permissible under any law
which a court of competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines that the Lender
has received interest hereunder in excess of the highest rate applicable
hereto, the Lender shall promptly refund such excess interest to Borrower.
Except as otherwise agreed in the Loan Agreement, payments received by
the Lender from the Borrower on this Capital Note shall be applied first to the
payment of interest which is due and payable and only thereafter to the
outstanding principal balance.
Presentment, protest and notice of nonpayment are hereby waived by the
Borrower.
This Capital Note shall be interpreted and the rights and liabilities of
the parties hereto determined in accordance with the internal laws (as opposed
to conflicts of law provisions) and decisions of the State of New Jersey.
Whenever possible each provision of this Capital Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Capital Note shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Capital Note. whenever in this Capital Note
reference is made to the Lender or Borrower, such reference is made to include,
as applicable, a reference to their respective successors and assigns. The
provisions of this Capital Note shall be binding upon and inure to the benefit
of said successors and assigns. Xxxxxxxx's successors and assigns shall
include, without limitation, a receiver, trustee or debtor in possession of or
for the Borrower.
MISSISSIPPI-34 CELLULAR
CORPORATION
By: /s/ [ILLEGIBLE]
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Its: President
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PAYMENT SCHEDULE
DATED AS OF DECEMBER 30, 1993
BEG. PRINCIPAL PRINCIPAL PRINCIPAL ENDING PRINCIPAL
QUARTER BALANCE REPYMT % AMORTIZATION BALANCE INTEREST TOTAL PAYMENT
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1,684,987.01
1 1,684,987.01 1,712,612.51 27,625.50 0.00
2 1,712,612.51 1,740,074.17 27,461.66 0.00
3 1,740,074.17 1,767,976.17 27,902.00 0.00
4 1,767,976.17 1,796,325.58 28,349.41 0.00
5 1,796,325.58 1,825,129.57 28,803.99 0.00
6 1,825,129.57 1,854,395.43 29,265.86 0.00
7 1,854,395.43 1,884,130.57 29,735.14 0.00
8 1,884,130.57 1,914,342.51 30,211.94 0.00
9 1,914,342.51 1,945,038.90 30,696.39 0.00
10 1,945,038.90 1,976,227.50 31,188.60 0.00
11 1,976,227.50 2,007,916.21 31,688.71 0.00
12 2,007,916.21 2,040,113.05 32,196.84 0.00
13 2,040,113.05 2,072,826.16 32,713.11 0.00
14 2,072,826.16 2,106,063.83 33,237.67 0.00
15 2,106,063.83 1.00% 21,060.64 2,085,003.19 33,770.63 54,831.27
16 2,085,003.19 1.00% 21,060.64 2,063,942.55 33,432.92 54,493.56
17 2,063,942.55 1.90% 40,015.21 2,023,927.34 33,095.22 73,110.43
18 2,023,927.34 1.90% 40,015.21 1,983,912.13 32,453.58 72,468.79
19 1,983,912.13 1.90% 40,015.21 1,943,896.92 31,811.93 71,827.15
20 1,943,896.92 1.90% 40,015.21 1,903,881.70 31,170.29 71,185.50
21 1,903,881.70 3.75% 78,977.39 1,824,904.31 30,528.65 109,506.04
22 1,824,904.31 3.75% 78,977.39 1,745,926.92 29,262.25 108,239.65
23 1,745,926.92 3.75% 78,977.39 1,666,949.52 27,995.85 106,973.25
24 1,666,949.52 3.75% 78,977.39 1,587,972.13 26,729.45 105,706.85
25 1,587,972.13 4.75% 100,038.03 1,487,934.10 25,463.06 125,501.09
26 1,487,934.10 4.75% 100,038.03 1,387,896.06 23,858.95 123,896.98
27 1,387,896.06 4.75% 100,038.03 1,287,858.03 22,254.85 122,292.88
28 1,287,858.03 4.75% 100,038.03 1,187,820.00 20,650.74 120,688.77
29 l,187,820.00 6.00% 126,363.83 1,061,456.17 19,046.64 145,410.47
30 1,061,456.17 6.00% 126,363.83 935,092.34 17,020.40 143,384.23
31 935,092.34 6.00% 126,363.83 808,728.51 14,994.16 141,357.99
32 808,728.51 6.00% 126,363.83 682,364.68 12,967.92 139,331.75
33 682,364.68 8.10% 170,591.17 511,773.51 10,941.68 181,532.85
34 511,773.51 8.10% 170,591.17 341,182.34 8,206.26 178,797.43
35 341,182.34 8.10% 170,591.17 170,591.17 5,470.84 176,062.01
36 170,591.17 8.10% 170,591.17 0.00 2,735.42 173,326.59
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NOTICE OF BORROWING
IN RESPECT OF CAPITAL LOANS
TO: AT&T Credit Corporation
DATED: December 28, 1993
Gentlemen:
The undersigned, Mississippi-34 Cellular Corporation (the "Borrower"),
refers to that certain Loan and Security Agreement dated as of December 20,
1993 (the "Loan Agreement", the terms defined therein used herein as therein
defined) between AT&T Credit Corporation (the "under") and the Borrower, and
hereby gives the under notice, irrevocably, pursuant to Section 2.03(b) of the
Loan Agreement that the undersigned hereby requests a Capital Loan under the
Loan Agreement, and in that connection sets forth below the information
relating to such Capital Loan (the "Proposed Loan") as required by Section
2.03(b) of the loan Agreement:
(i) The Business Day of the Proposed Loan is December 30, 1993;
(ii) The proceeds of the Proposed Loan are to be used for the
purposes as specified on Schedule A attached hereto:
(iii) The bank account into which the proceeds of the Proposed Loan
are to be transferred is account no. 00-000000-00 maintained at Calcasieu Marine
National Bank.
(iv) The ABA number of the above referenced bank is 000000000, and
the name and address, phone and fax numbers of the contact person at such bank,
are as follows:
Calcasieu Marine National Bank
Attn: Xxxxx Xxxxxx
One Lakeshore Drive
Lake Charles, LA 70629
Telephone Number: 000-000-0000
Fax Number: 000-000-0000
(v) The aggregate amount of the Proposed Loan is $3,823,737.29;
and
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(vi) The Proposed Loan is to bear interest at the Variable Rate
AT&T 6.13
NON AT&T 6.38
The undersigned hereby certifies that the following statements are
true on the Business Day of the Proposed Loan:
(A) The representations and warranties contained in Article III
of the Loan Agreement and contained in the other Loan Documents are correct in
all material respect, before and after giving effect to the Proposed Loan and
to the application of the proceeds therefrom, as though made on as of
such date;
(B) No event has occurred and is continuing, or would result from
such Proposed Loan or from the application of the proceeds therefrom, which
constitutes either an Event of Default or an event which but for the
requirement that notice be given and/or the elapse of time, would constitute
an Event of Default; and
(C) All agreements and all conditions to the Proposed Loan,
contained in the Loan agreement or any other of the loan Documents which are
required to be performed or satisfied by the Borrower on the date hereof or by
the Business Day of the Proposed Loan have been and will be performed and
satisfied.
The undersigned hereby certifies that in accordance with
Section 6.02 of the Loan Agreement the proceeds of the Proposed Loan shall be
used only for purposes specifically described in the Business Plan.
Very truly yours,
Mississippi-34 Cellular Corporation
/s/ XXXXXX XXXXX
By: Xxxxxx Xxxxx
Its: Secretary/Treasurer
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12/29/93
8:57 AM
SCHEDULE A
DRAWDOWN NEEDED AT
EXECUTION OF LOAN DOCUMENT
AT& T EQUIPMENT:
Grenada Cell
Indianola Cell
Cleveland Cell
Oakland Cell 1,005,411
IMS 949,249
Engineering 39,500
Transportation/Tax 144,676
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2,138,836
AT&T FINANCE:
Origination Fee 124,753
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124,753
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TOTAL AT&T DRAW: 2,263,589
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NON AT&T:
Cell Site Engineering 827,476
Buildings 242,500
Working Capital 490,172
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TOTAL NON AT&T DRAW: 1,560,148
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