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EXHIBIT 4.29
LOAN NO. T0362
LOAN NO. T0388
COBANK, ACB
FIRST AMENDMENT AND SUPPLEMENT TO
SECURITY AGREEMENT
STATE OF LOUISIANA )
)
PARISH OF CALCASIEU )
STATE OF GEORGIA )
)
COUNTY OF XXXX )
BEFORE the respective undersigned Notaries Public, and in the presence
of the respective undersigned competent witnesses, personally came and appeared
the parties listed below, who, after being duly sworn, did state:
THIS FIRST AMENDMENT AND SUPPLEMENT TO SECURITY AGREEMENT (this "First
Amendment") is made and entered into as of July 1, 1996, by and between MERCURY
CELLULAR TELEPHONE COMPANY (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, and amends and
supplements that certain Security Agreement, dated as of April 20, 1995 (the
"Security Agreement"), by and between the Debtor and the Secured Party.
SECTION 1. DEFINITIONS. Capitalized terms, when used in this First
Amendment, unless otherwise defined herein, shall have the meanings ascribed to
them in the Security Agreement.
SECTION 2. Section 2 of the Security Agreement is hereby amended and
supplemented by deleting such Section in its entirety and substituting in lieu
thereof the following Section:
"SECTION 2. OBLIGATIONS. The security interest granted
hereunder shall secure the following obligations (the "Obligations"):
(a) all payments or performances to be made by CTC Financial, Inc. (the
"Borrower") under the "Loan Documents" as defined in that
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First Amendment to Security Agreement/MCTC
Loan No. T0362
Loan No. T0388
certain Loan Agreement, dated as of April 20, 1995 between the Borrower
and the Secured Party (as the same may be amended, supplemented,
extended or restated from time to time, the "First 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 April 20, 1995,
made by the Borrower to the order of the Secured Party in the original
principal amount of $18,000,000 (as the same may be amended,
supplemented, extended, renewed or replaced from time to time, the
"First CTC Note"); (b) all payments or performances to be made by the
Debtor under the Loan Documents as defined in the First 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 April 20, 1995,
made by the Debtor to the order of the Borrower, and assigned to the
Secured Party, in the original principal amount of $18,000,000 (as the
same may be amended, supplemented, extended, renewed or replaced from
time to time, the "First MCTC Note"); (c) all payments or performances
to be made by the Borrower under the "Loan Documents" as defined in that
certain Loan Agreement, dated as of July 1, 1996, between the Borrower
and the Secured Party (as the same may be amended, supplemented,
extended or restated from time to time, the "Second Loan Agreement"; the
First Loan Agreement and the Second Loan Agreement, collectively, the
"Loan Agreements"), 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
July 1, 1996, made by the Borrower to the order of the Secured Party in
the original principal amount of $13,000,000 (as the same may be
amended, supplemented, extended or restated from time to time, the
"Second CTC Note"); (d) all payments or performances to be made by the
Debtor under the Loan Documents as defined in the Second 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 July 1, 1996, made
by the Debtor to the order of the Borrower, and assigned to the Secured
Party, in the original principal amount of $13,000,000 (as the same may
be amended, supplemented, extended or restated from time to time, the
"Second MCTC Note"; the First CTC Note, the Second CTC Note, the First
MCTC Note and the Second MCTC Note, collectively, the "Notes" and, each,
a "Note"); (e) all payments or performances under that certain
Continuing Guaranty, dated as of April 20, 1995, made by the Debtor for
the benefit of the Secured Party, as amended by that certain First
Amendment and Supplement to Continuing Guaranty, dated as of July 1,
1996 (as so amended and as the same hereafter may be amended,
supplemented, extended or restated from time to time, the "MCTC
Guaranty"); and (f) the payment of all other indebtedness and the
performance of all other obligations of the Borrower and the Debtor to
the Secured Party of every type and description, whether now existing or
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First Amendment to Security Agreement/MCTC
Loan Xx. X0000
Xxxx Xx. X0000
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 Agreements."
SECTION 3. All references in the Security Agreement to "this Security
Agreement" shall hereafter be to the Security Agreement as amended by this
First Amendment.
SECTION 4. The "Loan Documents" or a "Loan Document," when used in the
Security Agreement, shall mean the "Loan Documents" as defined in the Loan
Agreements.
SECTION 5. The Security Agreement is hereby amended by replacing all
references therein to the "Loan Agreement" with the "Loan Agreements."
SECTION 6. It is the intention of the parties hereto that this First
Amendment shall not constitute a novation and shall in no way adversely affect
or impair the validity of the "Loan Documents" (as defined in the Loan
Agreements, as amended), it being the intention of the parties hereto merely to
amend the Security Agreement expressly set forth herein. To the extent not
inconsistent herewith, all of the terms and conditions of the Security
Agreement shall remain in full force and effect and are hereby ratified and
confirmed by the Debtor.
SECTION 7. This First Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original and shall be binding
upon all parties and their respective permitted successors and assigns, and all
of which taken together shall constitute one and the same agreement.
SECTION 8. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Louisiana, without reference to choice
of law doctrine.
(Signatures on the next page)
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First Amendment to Security Agreement/MCTC
Loan No. T0362
Loan No. T0388
THUS DONE AND SIGNED in several counterparts at the places and on the
dates indicated below and in the presence of the respective undersigned
Notaries Public and the respective undersigned witnesses indicated below, by
the duly authorized officers of the respective parties, after a due reading of
the whole.
At Lake Charles, Louisiana, on July 1, 1996.
MERCURY CELLULAR TELEPHONE COMPANY
By: /s/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
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Title: President
Attest: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
----------------------
Title: Secretary
[CORPORATE SEAL]
Witnesses to all Signatures:
/s/ XXXXXX XXXX
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Witness
/s/ XXX XXXXXXXX
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Witness
[ILLEGIBLE]
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Notary Public
My commission expires: LIFE TIME COMMISSION
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[NOTARIAL SEAL]
[Signatures Continued on Next Page]
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First Amendment to Security Agreement/MCTC
Loan No. T0362
Loan No. T0388
[Signatures Continued from Previous Page]
At Atlanta, Georgia on July 2, 1996.
COBANK, ACB
By: /s/ XXXX XXX XXXXXXX
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Name: Xxxx Xxx Xxxxxxx
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Title: Vice President
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Witnesses to all Signatures:
/s/ XXXXXX XXXXXX
-----------------------------------
Witness
[ILLEGIBLE]
-----------------------------------
Witness
/s/ XXXXXXXX X. XXXXXX
-----------------------------------
Notary Public
Notary Public, Xxxx County, Georgia
My commission expires: My Commission Expires April 25, 1999
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[NOTARIAL SEAL]
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Loan No. T0362
Loan No. T0388
FIRST AMENDMENT AND SUPPLEMENT TO
MORTGAGE AND SECURITY AGREEMENT
MORTGAGOR: MERCURY CELLULAR TELEPHONE COMPANY MORTGAGEE: COBANK, ACB
0 XXXXXXXXX XXXXX, XX XXXXX (TIN: 00-0000000)
SUITE 1495 000 XXXXXXXX XXXXXXX
P.O. DRAWER 3104 SUITE 1900
LAKE CHARLES, LA 70602-3104 XXXXXXX, XX 00000
