1
EXHIBIT 4.47
EQUIPMENT NOTE
$2,138,836.03 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 Equipment 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 TWO MILLION
ONE HUNDRED THIRTY EIGHT THOUSAND EIGHT HUNDRED THIRTY SIX & 03-100
DOLLARS($2,138,836.03), 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 Equipment 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
Equipment 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 Equipment 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 6.13%, 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
2
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 Equipment 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 Equipment 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 Equipment Note shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Equipment 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 Equipment Note. Whenever in this Equipment
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 Equipment 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/ XXXXXXX X. XXXXXXX, XX.
----------------------------
Its: President
---------------------------
3
PAYMENT SCHEDULE
DATED AS OF DECEMBER 30, 1993
BEG. PRINCIPAL PRINCIPAL PRINCIPAL ENDING PRINCIPAL
QUARTER BALANCE REPYMT% AMORTIZATION BALANCE INTEREST TOTAL PAYMENT
------------------------------------------------------------------------------------------------
2,138,836.03
1 2,138,836.03 2,172,521.03 33,685.00 0.00
2 2,172,521.03 2,205,985.28 33,464.25 0.00
3 2,205,985.28 2,239,964.99 33,979.71 0.00
4 2,239,964.99 2,274,468.11 34,503.12 0.00
5 2,274,468.11 2,309,502.69 35,034.58 0.00
6 2,309,502.69 2,345,076.93 35,574.24 0.00
7 2,345,076.93 2,381,199.13 36,122.20 0.00
8 2,381,199.13 2,417,877.74 36,678.61 0.00
9 2,417,877.74 2,455,121.32 37,243.58 0.00
10 2,455,121.32 2,492,938.58 37,817.26 0.00
11 2,492,938.58 2,531,338.36 38,399.78 0.00
12 2,531,338.36 2,570,329.62 38,991.26 0.00
13 2,570,329.62 2,609,921.48 39,591.86 0.00
14 2,609,921.48 2,650,123.19 40,201.71 0.00
15 2,650,123.19 1.00% 26,501.23 2,623,621.96 40,820.96 67,322.19
16 2,623,621.96 1.00% 26,501.23 2,597,120.73 40,412.75 66,913.98
17 2,597,120.73 1.90% 50,352.34 2,546,768.39 40,004.54 90,356.88
18 2,546,768.39 1.90% 50,352.34 2,496,416.04 39,228.94 89,581.28
19 2,496,416.04 1.90% 50,352.34 2,446,063.70 38,453.34 88,805.68
20 2,446,063.70 1.90% 50,352.34 2,395,711.36 37,677.74 88,030.08
21 2,395,711.36 3.75% 99,379.62 2,296,331.74 36,902.14 136,281.76
22 2,296,331.74 3.75% 99,379.62 2,196,952.12 35,371.36 134,750.98
23 2,196,952.12 3.75% 99,379.62 2,097,572.50 33,840.57 133,220.19
24 2,097,572.50 3.75% 99,379.62 1,998,192.89 32,309.79 131,689.41
25 1,998,192.89 4.75% 125,880.85 1,872,312.03 30,779.00 156,659.85
26 1,872,312.03 4.75% 125,880.85 1,746,431.18 28,840.01 154,720.86
27 1,746,431.18 4.75% 125,880.85 1,620,550.33 26,901.01 152,781.86
28 1,620,550.33 4.75% 125,880.85 1,494,669.48 24,962.01 150,842.87
29 1,494,669.48 6.00% 159,007.39 1,335,662.09 23,023.02 182,030.41
30 1,335,662.09 6.00% 159,007.39 1,176,654.70 20,573.76 179,581.15
31 1,176,654.70 6.00% 159,007.39 1,017,647.30 18,124.50 177,131.90
32 1,017,647.30 6.00% 159,007.39 858,639.91 15,675.25 174,682.64
33 858,639.91 8.10% 214,659.98 643,979.94 13,225.99 227,885.97
34 643,979.94 8.10% 214,659.98 429,319.96 9,919.49 224,579.47
35 429,319.96 8.10% 214,659.98 214,659.98 6,612.99 221,272.97
36 214,659.98 8.10% 214,659.98 0.00 3,306.50 217,966.48
