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EXHIBIT 4.64
MCK
LOAN NO. T0364
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Security Agreement") is made and
entered into as of April 20, 1995, by and between MERCURY CELLULAR OF KANSAS,
INC. (the "Debtor") having its place of business (or chief executive office if
more than one place of business) located at X.X. Xxx 0000, Xxxx Xxxxxxx,
Xxxxxxxxx 00000 and whose taxpayer identification number is 00-0000000, and
COBANK, ACB (the "Secured Party"), whose mailing address is 000 Xxxxxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000.
SECTION 1. GRANT OF SECURITY INTEREST. For valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Debtor hereby grants to the Secured Party a security interest in all of the
following property, wherever located and whether now existing or hereafter
acquired, together with all accessions and additions thereto, and all products
and proceeds thereof:
accounts; inventory (including, without limitation, returned or
repossessed goods); chattel paper; instruments (including, without
limitation, certificated securities); letters of credit; contracts and
contract rights; leases; documents; equipment (including, without
limitation, telecommunications and radio transmitting and receiving
equipment, antennae, towers, microwave communication equipment,
machinery, computers, parts, tools, implements, poles, posts,
cross-arms, conduits, ducts, lines (whether underground or overhead or
otherwise), wires, cables, exchanges, switches (including, without
limitation, host switches and remote switches), desks, testboards,
racks, frames, motors, generators, batteries, items of central office
equipment, pay-stations, protectors, subscriber equipment,
instruments, connections and appliances, office furniture and
equipment and work equipment and any and all other equipment used,
useful or acquired for use in the business of the Debtor or the
operation of the Debtor's properties); fixtures; general intangibles
(including, without limitation, permits, licenses, grants, franchises,
privileges, permissions, certificates and choses or things in action,
litigation rights and resulting judgments, goodwill, patents,
trademarks and other intellectual property, tax refunds, miscellaneous
rights to payment, entitlements, uncertificated investment securities
and investments, margin accounts, computer programs, invoices, books,
records and other information relating to or arising out of the
Debtor's business, and, to the extent permitted by law, all licenses
and permits issued by the Federal Communications Commission (the
"FCC")); and, to the extent not covered by the above, all other
personal property of the Debtor of every type and description,
including, without limitation, interests or claims in or under any
policy of insurance, tort claims, deposit accounts, money, and
judgments; provided, however, that no security
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interest is granted in licenses, permits, leases, franchises,
privileges, permissions and grants which by their terms or by reason
of applicable law would become void or voidable if a security interest
therein were granted or if the granting of a security interest therein
would violate any law, rule, regulation or order of any governmental
body or regulatory authority (collectively, the "Collateral").
Where applicable, all terms used herein shall have the same meaning as set
forth in the Uniform Commercial Code as codified at Title 84 of the Kansas
Statutes Annotated, as amended (the "UCC").
SECTION 2. OBLIGATIONS. The security interest granted hereunder
shall secure the following obligations (the "Obligations"): (a) all payments or
performances to be made by the Debtor under the "Loan Documents" as defined in
that certain Loan Agreement, dated as of even date herewith, between the Debtor
and the Secured Party (as the same may be amended, supplemented, extended or
restated from time to time, the "Loan Agreement"), including, without
limitation, the payment of all principal, interest and other amounts becoming
due and payable, whether by acceleration or otherwise, under that certain
Promissory Note, dated of even date herewith, made by the Debtor to the order
of the Secured Party in the original principal amount of $17,100,000 (as the
same may be amended, supplemented, extended, renewed or replaced from time to
time, the "Note"); and (b) the payment of all other indebtedness and the
performance of all other obligations of the Debtor to the Secured Party of
every type and description, whether now existing or hereafter arising, fixed or
contingent, as primary obligor or as a guarantor or surety, acquired directly
or by assignment or otherwise, liquidated or unliquidated, regardless of how
they arise or by what agreement or instrument they may be evidenced, including,
without limitation, all loans, advances and other extensions of credit and all
covenants, agreements, and provisions contained in all loan and other
agreements between the parties. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Loan Agreement.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Debtor
represents, warrants and covenants as follows:
(A) OWNERSHIP OF COLLATERAL. Except for any security
interest in favor of the Secured Party, the Debtor owns and possesses all of
the Collateral free and clear of all adverse claims, interests, liens,
encumbrances, or other defects. Without the prior written consent of the
Secured Party, the Debtor shall not create or permit the existence of any
adverse claim, interest, lien, or other encumbrance against any of the
Collateral, except as expressly permitted by the Loan Documents. The Debtor
shall provide prompt written notice to the Secured Party upon learning of any
future adverse claim, interest, lien, or
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encumbrance against any of the Collateral, and shall defend diligently the
Debtor's and the Secured Party's interests in the Collateral.
(B) VALIDITY OF SECURITY AGREEMENT; CORPORATE AUTHORITY.
This Security Agreement is the legal, valid and binding obligation of the
Debtor, enforceable in accordance with its terms, subject only to limitations
on enforceability imposed by (i) applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally and (ii) general equitable principles. The Debtor has the corporate
power to execute, deliver and carry out the terms and provisions of this
Security Agreement and all related documents, and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Security Agreement and all related documents.
(C) LOCATION OF THE DEBTOR. The Debtor's place of
business (or chief executive office if more than one place of business) is
located at the address shown above.
(D) LOCATION OF COLLATERAL. All equipment and inventory
are now at the location or locations specified on Schedule A attached hereto
and made a part hereof and, except as otherwise disclosed to the Secured Party
on Schedule A, the Debtor has not maintained any other location or locations of
inventory and equipment within the past 5 years.
(E) NAME, IDENTITY, AND CORPORATE STRUCTURE. Except as
otherwise disclosed to the Secured Party on Schedule A, the Debtor has not
within the past 10 years changed its name, identity or corporate structure
through incorporation, merger, consolidation, joint venture or otherwise.
(F) CHANGE IN NAME, LOCATION OF COLLATERAL, ETC. Without
giving at least 30 days' prior written notice to the Secured Party, the Debtor
shall not change its name, identity or corporate structure, the location of its
place of business (or chief executive office if more than one place of
business), or the location of the Collateral.
(G) FURTHER ASSURANCES. Upon the request of the Secured
Party, the Debtor shall do all acts and things as the Secured Party may from
time to time deem necessary or advisable to enable it to perfect, maintain, and
continue the perfection and priority of the security interest of the Secured
Party in the Collateral, or to facilitate the exercise by the Secured Party of
any rights or remedies granted to the Secured Party hereunder or provided by
law. Without limiting the foregoing, the Debtor agrees to execute, in form and
substance satisfactory to the Secured Party, such financing statements,
continuation statements, amendments thereto, supplemental agreements,
assignments, notices of assignments, and other instruments and documents as the
Secured Party may from
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time to time request. In addition, in the event the Collateral or any part
thereof consists of instruments, documents, chattel paper, or money (whether or
not proceeds of the Collateral), the Debtor shall, upon the request of the
Secured Party, deliver possession thereof to the Secured Party (or to an agent
of the Secured Party retained for that purpose), together with any appropriate
endorsements and/or assignments. Without limiting the generality of the
foregoing, the Debtor shall take such action as the Secured Party may request
from time to time to create and perfect a security interest in favor of the
Secured Party in any and all leases, licenses and permits relating to the
location of antennae and other transmission and receiving equipment on the
towers or other property of third parties, including, without limitation,
amending such leases, licenses or permits to allow the creation and perfection
of such security interest and obtaining the consent of all third parties whose
consents may be necessary to the creation and perfection of such security
interest. The Secured Party shall use reasonable care in the custody and
preservation of any Collateral in its possession, but shall not be required to
take any steps necessary to preserve rights against prior parties. All costs
and expenses incurred by the Secured Party to establish, perfect, maintain,
determine the priority of, or release the security interest granted hereunder
(including the cost of all filings, recordings, and taxes thereon and the
reasonable fees and expenses of any agent retained by the Secured Party) shall
become part of the Obligations secured hereby and be paid by the Debtor on
demand.
(H) INSURANCE. The Debtor shall maintain such property
and casualty insurance with such insurance companies, in such amounts, and
covering such risks, as are at all times reasonably satisfactory to the Secured
Party. All such policies shall provide for loss payable clauses or
endorsements in form and content acceptable to the Secured Party. Upon the
request of the Secured Party, all policies (or such other proof of compliance
with this Section as may be satisfactory to the Secured Party) shall be
delivered to the Secured Party. The Debtor shall pay all insurance premiums
when due. In the event of loss, damage, or injury to any insured Collateral,
the Secured Party shall have full power to collect any and all insurance
proceeds due under any of such policies, and shall apply such proceeds to the
repair or replacement of such Collateral or, if such Collateral is not
repairable or replaceable, to the payment of any of the Obligations secured
hereby.
(I) TAXES, LEVIES, ETC. The Debtor has paid and shall
continue to pay when due all taxes, levies, assessments, or other charges which
may become an enforceable lien against the Collateral, unless such taxes,
levies, assessments, or other charges are being contested by the Debtor in good
faith and by appropriate proceedings and then only to the extent reasonable
reserves required by generally accepted accounting principles have been set
aside on the Debtor's books therefor.
(J) DISPOSITION AND USE OF COLLATERAL BY THE DEBTOR.
Without the prior written consent of the Secured Party, the Debtor shall not at
any time sell, transfer, lease,
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abandon, or otherwise dispose of any Collateral other than in accordance with
the provisions of the Loan Agreement; provided, however, that no dispositions
shall be made if an Event of Default (as defined in Section 4) shall have
occurred and be continuing. The Debtor shall not use any of the Collateral in
any manner which violates any statute, regulation, ordinance, rule, decree,
order, or insurance policy.
(K) RECEIVABLES. The Debtor shall preserve, enforce, and
collect all accounts, chattel paper, instruments, documents and general
intangibles, whether now owned or hereafter acquired or arising (the
"Receivables"), in a commercially reasonable fashion and, if an Event of
Default shall have occurred and be continuing, upon the request of the Secured
Party, the Debtor shall execute an agreement in form and substance satisfactory
to the Secured Party by which the Debtor shall direct all account debtors and
obligors on instruments to make payment to a lock box deposit account under the
exclusive control of the Secured Party.
(L) CONDITION OF COLLATERAL. All tangible Collateral is
now in good repair and condition and the Debtor shall at all times hereafter,
at its own expense, maintain all such Collateral in good repair and condition,
ordinary wear and tear excepted.
(M) CONDITION OF BOOKS AND RECORDS. The Debtor has
maintained and shall maintain complete, accurate and up-to-date books, records,
accounts, and other information relating to all Collateral in the present form
and detail, and shall allow the Secured Party or its representatives to examine
and copy such books, records, accounts, and other information at any reasonable
time, upon reasonable notice from the Secured Party.
(N) RIGHT OF INSPECTION. At all reasonable times and upon
reasonable notice from the Secured Party, the Debtor shall allow the Secured
Party or its representatives to visit any of the Debtor's properties or
locations so that the Secured Party or its representatives may confirm, inspect
and appraise any of the Collateral.
(O) PLEDGE OF STOCK. Upon the acquisition of capital
stock of any subsidiary, the Debtor shall execute and deliver to the Secured
Party a stock pledge agreement in form and substance satisfactory to the
Secured Party, pursuant to which the Debtor shall pledge, on a first-priority
basis, all of its stock in such subsidiary and shall covenant and agree to
pledge to the Secured Party, on a first-priority basis, all capital stock it
may thereafter acquire in that or any other subsidiary.
SECTION 4. DEFAULT. The occurrence of an event of default under
any of the Loan Documents (including, without limitation, the Loan Agreement
and the Note), the breach of or failure to perform any covenant or agreement
contained in this Security Agreement, or any material inaccuracy as of the date
made in any representation or warranty contained
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in this Security Agreement shall constitute an "Event of Default" hereunder;
provided that the Debtor shall have 30 days after notice from the Secured Party
to cure any breach of the covenants set forth in Sections 3(H), (K), (L), (M),
and (N).
SECTION 5. RIGHTS AND REMEDIES. Upon the occurrence of any Event
of Default and at any time during the continuance thereof; the Secured Party
may declare all Obligations to be immediately due and payable and, to the
extent permitted by applicable law and subject to any necessary approval of the
FCC relating to the exercise of remedies hereunder involving any transfer, sale
or disposition of the Debtor's assets, may exercise any and all rights and
remedies of the Secured Party in the enforcement of its security interest under
the UCC, this Security Agreement, or any other applicable law. Without limiting
the foregoing:
(A) DISPOSITION OF COLLATERAL. The Secured Party may
sell, lease, or otherwise dispose of all or any part of the Collateral, in its
then present condition or following any commercially reasonable preparation or
processing thereof, whether by public or private sale or at any brokers' board,
in lots or in bulk, for cash, on credit or otherwise, with or without
representations or warranties, and upon such other terms as may be acceptable
to the Secured Party, and the Secured Party may purchase such Collateral at any
public sale. At any time when advance notice of sale is required, the Debtor
agrees that 10 days' prior written notice shall be reasonable. In connection
with the foregoing, the Secured Party may:
(1) require the Debtor to assemble the Collateral and all
records pertaining thereto and make such Collateral and records
available to the Secured Party at a place to be designated by the
Secured Party which is reasonably convenient to both parties;
(2) enter the premises of the Debtor or premises under
the Debtor's control and take possession of the Collateral;
(3) without charge by the Debtor, use or occupy the
premises of the Debtor or premises under the Debtor's control,
including, without limitation, warehouse and other storage facilities;
(4) without charge by the Debtor, use any patent,
trademark, trade name, or other intellectual property or technical
process used by the Debtor in connection with any of the Collateral;
and
(5) rely conclusively upon the advice or instructions of
any one or more brokers or other experts selected by the Secured Party
to determine the method or
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manner of disposition of any of the Collateral and, in such event, any
disposition of the Collateral by the Secured Party in accordance with
such advice or instructions shall be deemed to be commercially
reasonable.
(B) COLLECTION OF RECEIVABLES. The Secured Party may, but
shall not be obligated to, take all actions reasonable or necessary to
preserve, enforce or collect the Receivables, including, without limitation,
the right to notify account debtors and obligors on instruments to make direct
payment to the Secured Party, to permit any extension, compromise, or
settlement of any of the Receivables for less than face value, or to xxx on any
Receivable, all without prior notice to the Debtor.
(C) PROCEEDS. The Secured Party may collect and apply all
proceeds of the Collateral, and may endorse the name of the Debtor in favor of
the Secured Party on any and all checks, drafts, money orders, notes,
acceptances, or other instruments of the same or a different nature,
constituting, evidencing, or relating to the Collateral. The Secured Party may
receive and open all mail addressed to the Debtor and remove therefrom any cash
or non-cash items of payment constituting proceeds of the Collateral.
(D) INSURANCE ADJUSTMENTS. The Secured Party may adjust
and settle any and all insurance covering any Collateral, endorse the name of
the Debtor on any and all checks or drafts drawn by any insurer, whether
representing payment for a loss or a return of unearned premium, and execute
any and all proofs of claim and other documents or instruments of every kind
required by any insurer in connection with any payment by such insurer.
The net proceeds of any disposition of the Collateral shall be applied by the
Secured Party, after deducting its reasonable expenses incurred in such
disposition, to the payment in whole or in part of the Obligations in such
order as the Secured Party may elect. The enumeration of the foregoing rights
and remedies is not intended to be exhaustive, and the exercise of any right
and/or remedy shall not preclude the exercise of any other rights or remedies,
all of which are cumulative and non-exclusive.
SECTION 6. OTHER PROVISIONS.
(A) AMENDMENT AND WAIVER. Without the prior written
consent of the Secured Party, no amendment or waiver of, or consent to any
departure by the Debtor from, any provision hereunder shall be effective. Any
such amendment, waiver, or consent shall be effective only in the specific
instance and for the specific purpose for which given. No delay or failure by
the Secured Party to exercise any remedy hereunder shall be deemed a waiver
thereof or of any other remedy hereunder. A waiver on any one occasion shall not
be construed as a bar to or waiver of any remedy on any subsequent occasion.
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(B) COSTS AND ATTORNEYS' FEES. Except as prohibited by
law, if at any time the Secured Party employs counsel in connection with the
creation, perfection, preservation, or release of the Secured Party's security
interest in the Collateral or the enforcement of any of the Secured Party's
rights or remedies hereunder, all of the Secured Party's reasonable attorneys'
fees arising from such services and all expenses, costs, or charges relating
thereto shall become part of the Obligations secured hereby and be paid by the
Debtor on demand.
(C) REVIVAL OF OBLIGATIONS. To the extent the Debtor or
any third party makes a payment or payments to the Secured Party or the Secured
Party enforces its security interest or exercises any right of setoff, and such
payment or payments or the proceeds thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, and/or required to be
repaid to a trustee, receiver, or any other party under any bankruptcy,
insolvency or other law or in equity, then, to the extent of such recovery, the
Obligations or any part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment or payments
had not been made, or such enforcement or setoff had not occurred.
(D) PERFORMANCE BY THE SECURED PARTY. In the event the
Debtor shall at any time fail to pay or perform punctually any of its duties
hereunder within any grace period provided therefor, the Secured Party may, at
its option and without notice to or demand upon the Debtor, without obligation
and without waiving or diminishing any of its other rights or remedies
hereunder, fully perform or discharge any of such duties. All costs and expenses
incurred by the Secured Party in connection therewith, together with interest
thereon at the Secured Party's National Variable Rate (as defined in the Loan
Agreement) plus 4% per annum, shall become part of the Obligations secured
hereby and be paid by the Debtor upon demand.
(E) INDEMNIFICATION, ETC. The Debtor hereby expressly
indemnifies and holds the Secured Party harmless from any and all claims, causes
of action, or other proceedings, and from any and all liability, loss, damage,
and expense of every nature, arising by reason of the Secured Party's
enforcement of its rights and remedies hereunder, or by reason of the Debtor's
failure to comply with any environmental or other law or regulation, other than
any such claim, cause of action or other proceeding, liability, loss, damage or
expense arising by reason of gross negligence, willful misconduct or violation
of law on the part of the Secured Party.
(F) POWER OF ATTORNEY. The Debtor hereby constitutes and
appoints the Secured Party or the Secured Party's designee during the term of
any Obligations secured by this Security Agreement as its attorney-in-fact,
which appointment is an irrevocable, durable agency, and coupled with an
interest, with full power of substitution. This power of attorney and mandate is
for the purpose of taking, upon an Event of Default, whether
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in the name of the Debtor or in the name of the Secured Party, any action which
the Debtor is obligated to perform hereunder or which the Secured Party may
deem necessary or advisable to accomplish the purposes of this Security
Agreement. In taking any action in accordance with this Section 6(F), the
Secured Party shall not be deemed to be the agent of the Debtor. The powers
conferred upon the Secured Party in this Section are solely to protect its
interest in the Collateral and shall not impose any duty upon the Secured Party
to exercise any such powers.
(G) CONTINUING EFFECT. This Security Agreement,
the Secured Party's security interest in the Collateral, and all other
documents or instruments contemplated hereby shall continue in full force and
effect until all of the Obligations have been satisfied in full, each of the
Loan Agreement and the Note has been terminated in accordance with its
respective terms and the Debtor has sent a valid written demand to the Secured
Party for termination of this Security Agreement.
(H) BINDING EFFECT. This Security Agreement shall
be binding upon and inure to the benefit of the Debtor and the Secured Party
and their respective successors and assigns.
(I) SECURITY AGREEMENT AS FINANCING STATEMENT. A
photographic copy or other reproduction of this Security Agreement may be used
as a financing statement.
(J) GOVERNING LAW. Except to the extent governed
by applicable federal law, this Security Agreement shall be governed by and
construed in accordance with the laws of the State of Kansas without reference
to choice of law doctrine.
(K) NOTICES. All notices hereunder shall be
deemed to be duly given upon delivery in the form and manner set forth in
Section 19 of the Loan Agreement to the parties at the following addresses (or
such other address for a party as shall be specified by like notice):
If to CoBank, as follows: If to the Debtor, as follows:
CoBank, ACB Mercury Cellular of Kansas, Inc.
000 Xxxxxxxx Xxxxxxx One Lakeshore Drive, Suite 1495
Suite 1900 X.X. Xxx 0000
Xxxxxxx, Xxxxxxx 00000 Xxxx Xxxxxxx, Xxxxxxxxx 00000
Attn: Rural Utility Banking Group Attn: Xxxxxx Xxxxx; cc: Xxxxxx X. Xxxxxxx
Fax No.: (000) 000-0000 Fax No.: (000) 000-0000
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(L) SEVERABILITY. The determination that any term
or provision of this Security Agreement is unenforceable or invalid shall not
affect the enforceability or validity of any other term or provision hereof.
SECTION 7. FCC MATTERS. Notwithstanding any other provision of
this Security Agreement:
(A) Any foreclosure on, sale, transfer or other
disposition of any of the Collateral by the Secured Party shall be pursuant to
Section 310(d) of the Communications Act of 1934, as amended, and the
applicable rules and regulations thereunder, and, if and to the extent required
thereby, subject to the prior approval or notice to and non-opposition of the
FCC.
(B) If a Default shall have occurred and be
continuing, the Debtor shall take any action, which the Secured Party may
reasonably request in order to transfer and assign to the Secured Party, or to
such one or more third parties as the Secured Party may designate, or to a
combination of the foregoing, each FCC license or permit held by the Debtor.
The Secured Party is empowered, to the extent permitted by applicable law, to
request the appointment of a receiver from any court of competent jurisdiction.
Such receiver may be instructed by the Secured Party to seek from the FCC an
involuntary transfer of control of each such FCC license or permit for the
purpose of seeking a bona fide purchaser to whom control will ultimately be
transferred. The Debtor hereby agrees to authorize such an involuntary transfer
of control upon the request of the receiver so appointed and, if the Debtor
shall refuse to authorize the transfer, its approval may be required by the
court. Upon the occurrence and during the continuance of a Default, the Debtor
shall further use its best efforts to assist in obtaining approval of the FCC
and any state regulatory bodies, if required, for any action or transactions
contemplated by this Security Agreement, including, without limitation, the
preparation, execution and filing with the FCC and any state regulatory bodies
of the assignor's or transferor's portion of any application or applications
for consent to the assignment of any FCC license or permit or transfer of
control necessary or appropriate under the rules and regulations of the FCC or
any state regulatory body for approval or non-opposition of the transfer or
assignment of any portion of the Collateral, including, without limitation,
with any FCC license or permit.
(C) The Debtor acknowledges that the assignment
or transfer of each FCC license or permit is integral to the Secured Party's
realization of the value of the Collateral, that there is no adequate remedy at
law for failure by the Secured Party to comply with the provisions of this
Section 7 and that such failure would not be adequately compensable in damages,
and therefore agrees, without limiting the right of the Secured Party to seek
and obtain specific performance of other obligations of the Debtor contained in
this Security Agreement, that the agreements contained in this Section 7 may be
specifically enforced.
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(D) In accordance with the requirements of 47
C.F.R. Section 22.917, or any successor provision thereto, the Secured Party
shall notify the Debtor and the FCC in writing at least 10 days prior to the
date on which the Secured Party intends to exercise its rights, pursuant to
this Security Agreement or any of the other Loan Documents, by foreclosing on,
or otherwise disposing of, any Collateral in connection with which such notice
is required pursuant to 47 C.F.R. Section 22.917 or any successor provision
thereto.
[Signatures on next page]
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Loan No. T0364
IN WITNESS WHEREOF, the Debtor has caused this Security Agreement to
be executed, attested and delivered under seal by its duly authorized officers
as of the day and year shown above.
MERCURY CELLULAR OF KANSAS, INC.
By: /s/ XXXXXX X. XXXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
Attest: /s/ XXXXXX XXXXX
--------------------------
Name: Xxxxxx Xxxxx
Title: Secretary
[CORPORATE SEAL]
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SCHEDULE A
TO
SECURITY AGREEMENT
OF
MERCURY CELLULAR OF KANSAS, INC.
1. Set forth below are the present locations (by county or parish and
state) of the Debtor's inventory and equipment:
KANSAS COUNTIES LOCATION TYPE OF PROPERTY
--------------- -------- ----------------
Xxxxxx Great Bend, KS Tower
Great Bend, KS Retail Store
Cheyenne St. Xxxxxxx, KS Tower
Decatur Oberlin, KS Tower
Xxxxx Hays, KS Tower
Hays, KS Retail Store
Hays, KS Xxxxxx
Xxxxxx Xxxxxx Xxxx, XX Xxxxx
Xxxxxx Xxxx, XX Retail Store
Ford Xxxxx Xxxx, XX Xxxxx
Xxxxx Xxxx, XX Retail Store
Xxxxx Xxxxxxx, KS Tower
Xxxx Xxxxxxxx, KS Tower
Xxxxxxxx Syracuse, KS Tower
Ness Xxxx Xxxx, XX Xxxxx
Xxxxxx Xxxxxx, XX Tower
Xxxxx Pratt, KS Tower
Xxxxxxx Atwood, KS Tower
Xxxxx Stockton, KS Tower
00
Xxxxxxx Xxxxxxx, XX Tower
Xxxxx Xxxxx City, KS Tower
Xxxxxx Liberal, KS Tower
Liberal, KS Retail Store
Xxxxxxxx Xxxxxxx, KS Tower
Xxxxxxx Xxxxx, KS Tower
Xxxxxxx Hugoton, KS Tower
Texas Guymon, OK Tower
Xxxxxx Xxxxx, KS Tower
Xxxxx WaKeeney, KS Tower
Xxxxx Xxxxx Center, KS Tower
Xxxxxxx Xxxxxx Springs, KS Tower
2. Set forth below are the locations (by county or parish and state) at
which any of the Debtor's inventory and equipment has been located within the
past five years:
See above
3. Set forth below is a description of any exceptions to the
representation made in Section 3(E) of the Security Agreement:
N/A
