EXHIBIT A TO THE DISCRETIONARY NOTE PURCHASE AGREEMENT
THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS
OF ANY STATE AND, ACCORDINGLY, THIS NOTE MAY NOT BE SOLD OR TRANSFERRED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SAID
LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.
FORM OF PROMISSORY NOTE
WIRELESS ONE, INC.
13.00% Senior Secured Discretionary Notes due April 15, 1999
$[ ] Dated: ______________
FOR VALUE RECEIVED, the undersigned, WIRELESS ONE, INC, a
Delaware corporation (the "COMPANY"), HEREBY PROMISES TO PAY to XXXXXXX
XXXXX GLOBAL ALLOCATION FUND, INC. (the"PURCHASER") or its registered
assigns, the principal amount of ______________ on April 15, 1999, with
interest (computed on the basis of a 360-day year of twelve 30-day months)
(a) on the unpaid principal amount thereof at the rate of 13.00% per annum
from the date hereof, payable on the Maturity Date as defined in the Note
Purchase Agreement referred to below and (b) to the extent permitted by
applicable law on any overdue payment (including any overdue redemption) of
principal, any overdue payment of interest and any overdue payment of any
other amount, at the rate of 15.00% per annum until such amount is paid in
full. In addition, a Facility Fee of $_________ is payable on the Maturity
Date.
Payments of principal and interest upon maturity with respect to
this Note are payable in lawful money of the United States of America at
the Purchaser's office as provided in the Note Purchase Agreement referred
to below.
This Note is for the 13.00% Senior Secured Discretionary Notes
due April 15, 1999 (collectively, the "NOTES") issued for an aggregate
principal amount not to exceed $20,000,000 pursuant to the Discretionary
Note Purchase Agreement dated as of September 4, 1998 (as amended,
supplemented or otherwise modified from time to time, the "NOTE PURCHASE
AGREEMENT") between the Company and the Purchaser therein. The holder of
this Note is entitled to the benefits of the Note Purchase Agreement and
may enforce the agreements of the Company therein and in the other Note
Documents (as defined in the Note Purchase Agreement) in accordance with
the respective terms thereof, and may enforce the rights and remedies
provided for thereby or otherwise available in respect thereof in
accordance with the respective terms thereof. The holder of this Note will
be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 19 of the Note Purchase
Agreement and (ii) to have made the representation set forth in Section 6
of the Note Purchase Agreement.
This Note is a registered Note and, as provided in and subject to
the terms of the Note Purchase Agreement, is transferable only upon
surrender of this Note for registration of transfer, duly endorsed or
accompanied by a written instrument of transfer duly executed by the
registered holder hereof or its attorney duly authorized in writing, at
which time a new Note for a like principal amount will be issued to, and
registered in the name of, the permitted transferee. Reference in this
Note to a "holder" shall mean the person or entity in whose name this Note
is at the time registered in the register kept by the Company as provided
in Section 12.1 of the Note Purchase Agreement and, prior to due
presentment for registration of transfer, the Company may treat such person
or entity as the owner of this Note for the purpose of receiving payment
and for all other purposes, and the Company will not be affected by any
notice to the contrary.
The Company will make required redemptions of principal on the
dates and in the amounts specified in Section 7.1 of the Note Purchase
Agreement. This Note is also subject to optional redemption, in whole or
from time to time in part, at the times and on the terms specified in
Section 7.2 of the Note Purchase Agreement.
If an Event of Default (as defined in the Note Purchase
Agreement) shall occur and be continuing, the unpaid balance of the
principal of this Note may be declared or otherwise become due and payable
in the manner, at the price and with the effect provided in Section 11 of
the Note Purchase Agreement.
This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York.
WIRELESS ONE, INC.
By:
Name:
Title:
