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13% Senior Subordinated Promissory Note

This is an actual contract by Horizon Pcs.

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Sectors: Telecommunications
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: February 15, 2000
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EXHIBIT 2(A)


FORM OF NOTE


[attached] 2


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED
UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM
AND SUBSTANCE SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS
BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.


HORIZON PERSONAL COMMUNICATIONS, INC.


13% SENIOR SUBORDINATED PROMISSORY NOTE
DUE FEBRUARY 14, 2001


$13,000,000 Charlotte, North Carolina
February 15, 2000


FOR VALUE RECEIVED, the undersigned, HORIZON PERSONAL COMMUNICATIONS, INC., an Ohio corporation (the "Company"), promises to pay to the order of FIRST UNION INVESTORS, INC., a North Carolina corporation, or its registered assigns (the "Holder"), the principal sum of Thirteen Million and No/100 Dollars ($13,000,000) on February 14, 2001, with interest thereon from time to time as provided herein.


1. BRIDGE NOTE PURCHASE AGREEMENT; CONVERSION AGREEMENT. This senior subordinated promissory note (this "Note") is the Note issued pursuant to the Bridge Note Purchase Agreement, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the "Purchase Agreement"), between the Company and the purchaser named therein, and the Holder is subject to the terms and entitled to the benefits of this Note, the Purchase Agreement and the Conversion Agreement and may enforce the agreements of the Company contained herein and therein and exercise the remedies provided for hereby and thereby or otherwise available in respect hereto and thereto. Capitalized terms used herein without definition have the meanings assigned thereto in the Purchase Agreement.


2. INTEREST. Subject to the terms and conditions hereof, the Company promises to pay interest on the principal amount of this Note at the rate of 13% per annum, payable quarterly in arrears on May 15, 2000, August 15, 2000, November 15, 2000, and February 14, 2001 (each date upon which interest shall be so payable, an "Interest Payment Date"), beginning on May 15, 2000. Interest on this Note shall accrue from the date of issuance until repayment of the principal and payment of all accrued interest and premium in full, shall be computed on the basis of a 364-day year and shall be paid, at the Company's option, by (i) wire transfer of immediately available funds to an account designated by the Holder or (ii) the issuance of additional Notes of like tenor to the Holder in the amount of interest payable on such date in substantially the form attached hereto.


2 3


Notwithstanding the foregoing provisions of this Section 2, but subject to applicable law, upon the occurrence and during the continuance of an Event of Default, the principal of and overdue interest on this Note shall bear interest, at the election of the Holder, from the date of the occurrence of such Event of Default until such Event of Default is cured or waived, payable on demand in immediately available funds, at the rate of 15% per annum.


3. OPTIONAL PREPAYMENT.


(a) Subject to Section 6 and the terms of the Conversion
Agreement, upon notice given to the Holder as provided in Section 3(b),
the Company, at its option, may at any time prepay all or any portion
of this Note, by paying an amount equal to the outstanding principal
amount of this Note, or the portion of this Note called for prepayment,
together with interest accrued and unpaid thereon to the date fixed for
prepayment, and all other amounts due under this Note and the Purchase
Agreement.


(b) Subject to Section 6 and the terms of the Conversion
Agreement, the Company shall give written notice of prepayment of this
Note or any portion thereof pursuant to Section 3(a) not less than 10
nor more than 20 days prior to the date fixed for such prepayment. Upon
the giving of notice of prepayment by the Company, the Company
covenants and agrees that it will prepay, on the date therein fixed for
prepayment, this Note or the portion hereof so called for prepayment,
by paying an amount equal to the outstanding principal amount hereof or
the portion hereof so called for prepayment together with interest
accrued and unpaid thereon to the date fixed for such prepayment, and
all other amounts due under this Note and the Purchase Agreement.


(c) Subject to Section 6 and the terms of the Conversion
Agreement, all optional prepayments under Section 3 of this Note shall
be applied first to all costs, expenses, indemnities and other amounts
payable hereunder and under the Purchase Agreement, then to payment of
default interest, if any, then to payment of accrued interest and
thereafter to payment of principal in the pro rata order of the
scheduled maturities thereof.


4. MANDATORY PREPAYMENTS.


(a) Subject to Section 6 and the terms of the Conversion
Agreement, if, at any time while this Note is outstanding, any of the
following events occurs (each such event, a "Mandatory Prepayment
Event"), then, at the option of the Holder, the Company shall make a
mandatory prepayment of this Note in whole or in part at the time of
such Mandatory Prepayment Event:


(i) the consummation of any Organic
Change;


(ii) the consummation of an Initial
Public Offering; or


3 4


(iii) the consummation of a Permanent
Financing; provided, however, that
neither the Company's issuance of
debt securities constituting
Permitted Senior Debt nor the
Company's issuance of equity
securities in a private placement
which yields gross proceeds in an
aggregate amount of less than
$20,000,000 shall constitute a
Permanent Financing for purposes of
this Section 4(a)(iii).


(b) Subject to Section 6 and the terms of the Conversion
Agreement, the Company shall give written notice to the Holder of any
of the Mandatory Prepayment Events described in this Section 4 not less
than 15 nor more than 60 days prior to the proposed closing date
thereof describing in reasonable detail such transaction and the
proposed closing date. Upon receipt of such notice, the Holder shall
have a period of 10 days in which to notify the Company in writing of
the principal amount of this Note or portion thereof to be prepaid. The
parties agree that the amount to be prepaid by the Company shall not
exceed the aggregate amount of proceeds received by the Company in
connection with the occurrence of an event under Section 4(a)(i) or
Section 4(a)(iii). Upon receipt of such written notice from the Holder,
the Company covenants and agrees it will prepay, on the closing date of
such transaction, this Note or the portion thereof subject to
prepayment by paying an amount equal to the outstanding principal
amount hereof subject to prepayment together with interest accrued and
unpaid thereon. Each such prepayment shall be applied as provided in
Section
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