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EXHIBIT 4.77
LOAN NO. T0362
LOAN NO. T0388
COBANK, ACB
ASSUMPTION AGREEMENT
STATE OF LOUISIANA )
)
PARISH OF CALCASIEU )
BEFORE the respective undersigned Notary Public, and in the presence of
the undersigned competent witnesses, personally came and appeared the party
listed below, who, after being duly sworn, did state:
THIS ASSUMPTION AGREEMENT (this "Assumption") is made and entered into
as of October 31, 1996, by MERCURY, INC., a Louisiana corporation ("Mercury"),
for the benefit of COBANK, ACB ("CoBank").
R E C I T A L S
WHEREAS, Cameron Communications Corporation (the "Pledgor") owns 96% of
the capital stock of Mercury Cellular Telephone Company ("MCTC"); and
WHEREAS, CoBank and CTC Financial, Inc. (the "Borrower") have entered
into that certain Loan Agreement, dated as of April 20, 1995 (as the same may
be amended, supplemented, extended or restated from time to time, the "First
Loan Agreement"), providing for a loan of up to $18,000,000 (the "First Loan"),
and into that certain Loan Agreement, dated as of July 1, 1996 (the "Second
Loan Agreement"; the First Loan Agreement and the Second Loan Agreement,
collectively, the "Loan Agreements"), providing for a loan of up to $13,000,000
(the "Second Loan"; the First Loan and the Second Loan, collectively, the
"Loans"); and
WHEREAS, the proceeds of the First Loan have been reloaned by the
Borrower to MCTC for the purposes set forth in the First Loan Agreement and the
proceeds of the Second Loan have been reloaned by the Borrower to MCTC for the
purposes set forth in the Second Loan Agreement; and
WHEREAS, as an inducement to CoBank to execute the Loan Agreements and
to make the Loans, the Pledgor has made that certain Limited Recourse
Continuing Guaranty, dated as of April 20, 1995, as amended by that certain
First Amendment and Supplement to Limited Recourse
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Assumption Agreement
Loan No. T0362
Loan No. T0388
Continuing Guaranty, dated as of July 1, 1995 (as so amended and as the same
may hereafter be amended, supplemented, extended or restated from time to time,
the "CCC Limited Recourse Guaranty"), for the benefit of CoBank; and
WHEREAS, to secure the Pledgor's obligations to CoBank under the CCC
Limited Recourse Guaranty and the "Obligations" (as therein defined), the
Pledgor pledged to CoBank certain collateral on the terms and conditions set
forth in that certain Pledge Agreement, dated as of April 20, 1995, by and
between the Pledgor and CoBank, as amended by that certain First Amendment and
Supplement to Pledge Agreement, dated as of July 1, 1996 (as so amended and as
the same may hereafter be amended, supplemented, extended or restated from time
to time, the "CCC Pledge Agreement"); and
WHEREAS, effective as of the date hereof, the Pledgor has merged with
and into Mercury, with Mercury as the surviving entity; and
WHEREAS, Mercury wishes to acknowledge and confirm as its own the
obligations of the Pledgor to CoBank set forth in the CCC Limited Recourse
Guaranty and the CCC Pledge Agreement;
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, Mercury agrees as follows:
SECTION 1. Mercury hereby expressly acknowledges, confirms, agrees to
and assumes all of the obligations, covenants and other agreements of the
Pledgor to and for the benefit of CoBank as set forth in the CCC Limited
Recourse Guaranty and the CCC Pledge Agreement, and expressly confirms, makes
and remakes the pledge provided for in the CCC Pledge Agreement. Mercury
further agrees that all references in the CCC Limited Recourse Guaranty and the
CCC Pledge Agreement to "CCC" or to the "Pledgor" shall be to Mercury, all as
if Mercury were a party to such agreements and the pledge and other obligations
thereunder.
SECTION 2. Mercury hereby remakes, as the date of this Assumption, the
representations and warranties of the Pledgor set forth in the CCC Pledge
Agreement and the CCC Limited Recourse Guaranty.
SECTION 3. It is the intention of Mercury that the CCC Pledge Agreement
and the CCC Limited Recourse Guaranty shall remain in full force and effect,
and hereby fully ratifies and confirms the same.
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Assumption Agreement
Loan No. T0362
Loan No. T0388
SECTION 4. This Assumption shall be governed by and construed in
accordance with the laws of the State of Louisiana, without reference the
choice of law doctrine.
THUS DONE AND SIGNED as of October 31, 1996, in the city of Lake
Xxxxxxx, State of Louisiana, before me, a Notary Public, after a due reading of
the whole.
MERCURY, INC.
By:
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Name:
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Title: President
Attest:
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Name:
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Title: Secretary
[CORPORATE SEAL]
Witnesses to all signatures:
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Witness
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Witness
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Notary Public
My commission expires:
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[NOTARIAL SEAL]
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