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EXHIBIT 4.70
LOAN NO. T0347
COBANK, ACB
AGREEMENT REGARDING AMENDMENTS
TO LOAN DOCUMENTS
STATE OF LOUISIANA )
)
PARISH OF CALCASIEU )
STATE OF GEORGIA )
)
XXXX COUNTY )
BEFORE the respective 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 AGREEMENT REGARDING AMENDMENTS TO LOAN DOCUMENTS (this "Amendment
Agreement") is made and entered into as of November 15, 1996, by and among CTC
FINANCIAL, INC. (the "Borrower"), MERCURY, INC. ("Mercury"), MISSISSIPPI ONE
CELLULAR COMPANY ("Mississippi One"), XXXXXXX X. XXXXXXX, XX. ("Xx. Xxxxxxx")
and COBANK, ACB ("CoBank").
R E C I T A L S
WHEREAS, CoBank and the Borrower have entered into that certain Loan
Agreement, dated as of May 15, 1996 (as the same may be amended, modified,
supplemented, extended or restated from time to time, the "Loan Agreement"),
providing for a loan in the principal amount not to exceed $5,000,000 (the
"Loan"); and
WHEREAS, the proceeds of the Loan have been or will be reloaned by the
Borrower to Mercury for the purposes set forth in the Loan Agreement; and
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Amendment Agreement/CTC Financial
Loan No. T0347
WHEREAS, as an inducement to CoBank to enter into the Loan Agreement
and make the Loan, Mercury has made that certain Continuing Guaranty, dated as
of May 15, 1996, for the benefit of CoBank, as amended by that certain First
Amendment and Supplement to Continuing Guaranty, dated as of July 1, 1996 (as
the same may be further amended, modified, supplemented, extended or restated
from time to time, the "Mercury Guaranty"), which guarantees, among other
things, the Borrower's obligations with respect to the Loan; and
WHEREAS, as an additional inducement to CoBank to enter into the Loan
Agreement and make the Loan, Mississippi One has made that certain Amended and
Restated Continuing Guaranty, dated as of May 15, 1996, for the benefit of
CoBank, as later amended by that certain First Amendment and Supplement to
Amended and Restated Continuing Guaranty, dated as of July 1, 1996 (as the same
may be further amended, modified, supplemented, extended or restated from time
to time, the "Mississippi One Guaranty"), which guarantees, among other things,
the Borrower's obligations with respect to the Loan; and
WHEREAS, as an additional inducement to CoBank to enter into the Loan
Agreement and make the Loan, Xx. Xxxxxxx has made that certain Limited Recourse
Continuing Guaranty, dated as of May 15, 1996, for the benefit of CoBank, as
amended by that certain First Amendment and Supplement to Limited Recourse
Continuing Guaranty, dated as of July 1, 1996 (as the same may be further
amended, modified, supplemented, extended or restated from time to time, the
"Xxxxxxx Guaranty"), which guarantees, among other things, the Borrower's
obligations with respect to the Loan; and
WHEREAS, each of Mississippi One and Mercury have entered into certain
security documents identified in the Loan Agreement to secure, among other
things, their respective obligations under the Mississippi One Guaranty and
Mercury Guaranty; and
NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth in this Amendment Agreement, the Borrower, Mercury, Mississippi One,
Xx. Xxxxxxx and CoBank agree as follows:
1. DEFINITIONS. Capitalized terms used herein not otherwise
defined herein shall have the meaning ascribed to them in the Loan Agreement.
2. THE LOAN. Section 1 of the Loan Agreement is hereby amended
and supplemented by deleting such Section in its entirety and substituting in
lieu thereof the following Section:
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Loan No. T0347
"SECTION 1. THE LOAN. On the terms and conditions set forth in
this Agreement, and subject to Section 11, CoBank agrees to make a
loan (the "Loan") to the Borrower, by means of one or more advances,
in an aggregate principal amount not to exceed $5,000,000, during the
period commencing on the date hereof and ending on but not including
the earlier date (the "Termination Date") of (i) Xxxxx 00, 0000, (xx)
the effective date of the merger (the "Merger") of Mercury, Inc.
("Mercury") and Mercury Cellular Telephone Company ("MCTC"), or (iii)
such later date as CoBank in its sole discretion may authorize in
writing. Under the Loan, amounts borrowed and later repaid or prepaid
may not be reborrowed."
3. PURPOSE AND USE OF PROCEEDS. Section 3 of the Loan Agreement
is hereby amended and supplemented by deleting such Section in its entirety and
substituting in lieu thereof the following Section:
"SECTION 2. The proceeds of the Loan shall be reloaned by the
Borrower to Mercury to be applied by Mercury solely to invest in
Mississippi One Cellular Telephone Company ("Mississippi One") and be
applied by Mississippi One solely (a) to finance the acquisition of
the assets of West Alabama Cellular Telephone Company, Inc. ("West
Alabama") pursuant to the terms of that certain Asset Purchase
Agreement, dated as of March 4, 1996, by and between Mississippi One
and West Alabama (the "Acquisition Agreement"), related acquisition
costs, (b) for Mississippi One's capital expenditures and working
capital needs, (c) to repay the Cameron Debt (as defined in Section
11(A)(10) and (d) to pay the costs and fees associated with closing
the Loan. The Borrower agrees that the proceeds of the Loan shall be
used only for the purposes set forth in this Section 2."
4. INTEREST RATE. The first sentence of Section 4(A) of the Loan
Agreement is hereby amended and supplemented by deleting such sentence in its
entirety and substituting in lieu thereof the following sentence:
"The unpaid principal balance of the Loan shall accrue interest at a
variable annual interest rate (the "Variable Rate") equal at all times
to the sum of the National Variable Rate (as hereinafter defined)
minus one-quarter of one percent (0.25%)."
5. OTHER REFERENCES. All references in the Loan Agreement to
"this Agreement" shall hereafter be to the Loan Agreement as amended by this
Amendment Agreement. Further, all references in the Mercury Guaranty, the
Mississippi One Guaranty, the Xxxxxxx
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Amendment Agreement/CTC Financial
Loan No. T0347
Guaranty, and the other Loan Documents to the Loan Agreement shall hereafter to
be to the Loan Agreement as amended by this Amendment Agreement.
6. GUARANTOR CONSENTS. Mercury, Mississippi One and Xx. Xxxxxxx
hereby expressly consent to the amendments set forth in this Amendment
Agreement and confirm that the Mercury Guaranty, the Mississippi One Guaranty
and the Xxxxxxx Guaranty and the other Loan Documents to which each is a party
remain in full force and effect and guaranty and secure the obligations of the
Borrower under the Loan Agreement and with respect to the Loan.
7. NOVATION. This Amendment Agreement shall not constitute a
novation of any of the indebtedness, promissory notes or other documents or
agreements executed or delivered in connection with the Loan Agreement or the
Loan, including any of the Loan Documents. Except as expressly provided in
this Amendment Agreement, the Loan Agreement, the Mercury Guaranty, the
Mississippi One Guaranty, the Xxxxxxx Guaranty and the other Loan Documents
remain in full force and effect.
8. COUNTERPARTS. This Amendment Agreement 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.
9. GOVERNING LAW. Except to the extent governed by applicable
federal law, this Amendment Agreement 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 following page.)
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Amendment Agreement/CTC Financial
Loan No. T0347
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
duly authorized officers of the respective parties, after a due reading of the
whole.
At Lake Charles, Louisiana, on November __, 1996.
CTC FINANCIAL, INC.
By:
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Name:
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Title:
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Attest:
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Name:
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Title:
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[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]
(Signatures continued on next page.)
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Amendment Agreement/CTC Financial
Loan No. T0347
(Signatures continued from previous page.)
At Lake Charles, Louisiana on November __, 1996.
MERCURY, INC.
By:
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Name:
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Title:
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Attest:
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Name:
------------------------
Title:
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[CORPORATE SEAL]
Witnesses to all signatures:
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Witness
-------------------------------------------
Witness
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Notary Public
My commission expires:
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[NOTARIAL SEAL]
(Signatures continued on next page.)
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Amendment Agreement/CTC Financial
Loan No. T0347
(Signatures continued from previous page.)
At Lake Charles, Louisiana on November __, 1996.
MISSISSIPPI ONE CELLULAR
TELEPHONE COMPANY
By:
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Name:
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Title:
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Attest:
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Name:
------------------------
Title:
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[CORPORATE SEAL]
Witnesses to all signatures:
-------------------------------------------
Witness
-------------------------------------------
Witness
-------------------------------------------
Notary Public
My commission expires:
-----------
[NOTARIAL SEAL]
(Signatures continued on next page.)
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Amendment Agreement/CTC Financial
Loan No. T0347
(Signatures continued from previous page.)
At Lake Charles, Louisiana on November __, 1996.
By: (SEAL)
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Xxxxxxx X. Xxxxxxx, Xx.
Witnesses to all signatures:
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Witness
-------------------------------------------
Witness
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Notary Public
My commission expires:
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[NOTARIAL SEAL]
(Signatures continued on next page.)
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Amendment Agreement/CTC Financial
Loan No. T0347
(Signatures continued from previous page.)
At Atlanta, Georgia, on November __, 1996.
COBANK, ACB
By:
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Name:
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Title:
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Witnesses to signature:
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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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