1
EXHIBIT 4.19
CROSS-REFERENCE:
BOOK ____, PAGE ____
_______________ COUNTY, AL
LOAN NUMBER: T0310
T0347
COBANK, ACB
FIRST AMENDMENT AND SUPPLEMENT TO MORTGAGE
THIS FIRST AMENDMENT AND SUPPLEMENT TO MORTGAGE (this "FIRST
AMENDMENT"), is made and entered into as of July 1, 1996, by and between
MISSISSIPPI ONE CELLULAR TELEPHONE COMPANY (the "MORTGAGOR"), having its place
of business at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and COBANK, ACB
("COBANK"), having an address at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, and amends that certain Mortgage, dated as of May 15, 1996, by
the Mortgagor for the benefit of CoBank (the "Mortgage");
W I T N E S S E T H:
WHEREAS, CoBank and CTC Financial, Inc. (the "BORROWER") have entered
into that certain Amended and Restated Loan Agreement, dated as of May 15,
1996, as amended by that certain First Amendment and Supplement to Amended and
Restated Loan Agreement, dated as of even date herewith (as so amended and as
the same may be amended, modified, supplemented, renewed, extended, restated or
replaced, from time to time, the "MISSISSIPPI ONE LOAN AGREEMENT"), pursuant to
which the Borrower has executed and delivered to CoBank a Second Amended and
Restated Promissory Note, dated of even date herewith in the original principal
amount of $32,400,000 (as it may be amended, modified, supplemented, renewed,
extended, restated or replaced, from time to time, the "AMENDED COBANK NOTE";
the amounts loaned thereunder the "MISSISSIPPI ONE LOAN"); and
WHEREAS, the proceeds of the Mississippi One Loan have been or will be
reloaned by the Borrower to the Mortgagor, as evidenced by that certain Second
Amended and Restated Promissory Note dated as of even date herewith, made by
the Mortgagor in favor of the Borrower in the original principal amount of
$32,400,000 (said promissory note, as the same may be amended, modified,
supplemented, extended or restated from time to time is hereinafter referred to
as the "MISSISSIPPI ONE NOTE"), which Mississippi One Note has been assigned to
CoBank; and
WHEREAS, CoBank and the Borrower have entered into that certain Loan
Agreement, dated as of May 15, 1996 (as it may be amended, modified,
supplemented, renewed, extended, restated or replaced, from time to time, the
"MERCURY LOAN AGREEMENT"), pursuant to which the
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
Borrower has executed and delivered to CoBank a Promissory Note, dated May 15,
1996 in the original principal amount of $5,000,000 (as it may be amended,
modified, supplemented, renewed, extended, restated or replaced, from time to
time, the "COBANK NOTE"; the amounts loaned thereunder the "MERCURY LOAN"); and
WHEREAS, the proceeds of the Mercury Loan have been reloaned by the
Borrower to Mercury, Inc. ("MERCURY"), as evidenced by that certain Promissory
Note, dated May 15, 1996 made by Mercury in favor of Borrower in the original
principal amount of $5,000,000 (said promissory note, as the same may be
amended, modified, supplemented, extended or restated from time to time is
hereinafter referred to as the "MERCURY NOTE"), which Mercury Note has been
assigned to CoBank; and
WHEREAS, as a condition to CoBank's obligation to advance funds under
the Mississippi One Loan Agreement and the Mercury Loan Agreement: (a) the
Mortgagor has executed and delivered, as amended by that certain First
Amendment and Supplement to Continuing Guaranty, dated as of even date
herewith, amending that certain Continuing Guaranty, dated as of May 15, 1996,
in favor of CoBank (as so amended and as the same may be amended, modified,
supplemented, extended, or restated from time to time, the "MISSISSIPPI ONE
GUARANTY"), guaranteeing the "Obligations" (as defined in the Mississippi One
Guaranty); (b) the Mortgagor has executed and delivered that certain Second
Amendment and Supplement to Security Agreement, dated as of even date herewith,
amending that certain Security Agreement, dated as of September 27, 1994, in
favor of CoBank, as previously amended by that certain First Amendment and
Supplement to Security Agreement, dated as of May 15, 1996 (as so amended and
as the same may be amended, modified, supplemented, extended, or restated from
time to time, the "MISSISSIPPI ONE SECURITY AGREEMENT"); (c) the Mortgagor has
executed and delivered that certain Second Amendment and Supplement to Deed of
Trust, Security Agreement and Fixture Filing, dated as of even date herewith,
amending that certain Deed of Trust, Security Agreement and Fixture Filing,
dated as of September 27, 1994, in favor of CoBank, as previously amended by
that certain First Amendment and Supplement to Deed of Trust, Security
Agreement and Fixture Filing, dated as of May 15, 1996 (as so amended and as
the same may be amended, modified, supplemented, extended, or restated from
time to time, the "MISSISSIPPI ONE DEED OF TRUST"); (d) Mercury has executed
and delivered that certain First Amendment and Supplement to Continuing
Guaranty, dated as of even date herewith, amending that certain Continuing
Guaranty, dated as of May 15, 1996, in favor of CoBank (as so amended and as
the same may be amended, modified, supplemented, extended, or restated from
time to time, the "MERCURY GUARANTY"), guaranteeing the "Obligations" (as
defined in the Mercury Guaranty); and (e) Mercury has executed and delivered
that certain Second Amendment and Supplement to Pledge Agreement, dated as of
even date herewith, amending that certain Pledge Agreement, dated as of
September 27, 1994, in favor of CoBank, as previously amended by that certain
First Amendment
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
and Supplement to Pledge Agreement, dated as of May 15, 1996 (as so amended and
as the same may be amended, modified, supplemented, extended, or restated from
time to time, the "MERCURY PLEDGE AGREEMENT"; this Mortgage, the Mississippi
One Loan Agreement, the Amended CoBank Note, the Mississippi One Note, the
Mercury Loan Agreement, the CoBank Note, the Mercury Note, the Mississippi One
Guaranty, the Mississippi One Security Agreement, the Mississippi One Deed of
Trust, the Mercury Guaranty, the Mercury Pledge Agreement and all other
instruments evidencing, securing or otherwise relating to the indebtedness
created by the Mississippi One Loan Agreement and the Mercury Loan Agreement
are hereinafter referred to as the "LOAN DOCUMENTS"); and
WHEREAS, to induce CoBank to make the extension of credit contemplated
by the Mississippi One Loan Agreement and the Mercury Loan Agreement, the
Mortgagor granted to CoBank a lien in and to the Premises (as defined in the
Mortgage), and to induce CoBank to make the additional extension of credit
contemplated by the amendments to the Mississippi One Loan Agreement, the
Mortgagor has agreed to supplement and amend the Mortgage as herein provided;
NOW, THEREFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the Mortgagor hereby agrees with CoBank as follows:
1. FOR AND IN CONSIDERATION of the sum of $10.00 and other valuable
consideration, the receipt and sufficiency whereof are hereby acknowledged, and
in order to secure the full and prompt payment when due and performance of the
"SECURED OBLIGATIONS" (as defined in the Mortgage, as amended by this First
Amendment), the Mortgagor does hereby grant, bargain, sell, assign and convey
over unto CoBank all right, title and interest of the Mortgagor in and to the
following described property (collectively, the "ADDITIONAL PREMISES"):
(a) all those certain tracts, pieces or parcels of land (and
any easements, rights of way or other rights or interests in land) owned
or leased by the Mortgagor located in the Counties of ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, Lowndes and ▇▇▇▇▇▇, Alabama, including, without limitation,
those parcels described on EXHIBIT A hereto and made a part hereof (the
"ADDITIONAL REAL PROPERTY"), the Mortgagor's interest in the leased
Additional Real Property being pursuant to the leases described on
EXHIBIT B hereto and made a part hereof (collectively, the "ADDITIONAL
LEASEHOLD LEASES");
(b) all buildings, structures and improvements of every nature
whatsoever now or hereafter situated on, under or above the Additional
Real Property and all fixtures now or hereafter attached thereto and
equipment located thereon (excluding motor vehicles for which ownership
is required by law to be evidenced by certificates of title), all
telecommunications and radio transmitting and receiving equipment,
antennas, microwave
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
communication equipment, machinery, satellite dishes, poles, posts,
towers, cross-arms, conduits, ducts, lines (whether overhead or
underground or otherwise), wires, cables, exchanges, switches,
including, without limitation, host switches and remote switches, desks,
testboards, frames, racks, motors, generators, batteries, central office
equipment, pay stations, protectors, subscriber equipment, instruments,
connectors, connections, appliances, and all other personal property
located on the Additional Real Property or otherwise used, useful or
acquired for use in connection with the Mortgagor's business, including
all accessions, replacements, or substitutions thereof (the "ADDITIONAL
IMPROVEMENTS");
(c) all easements, rights-of-way, strips and gores of land,
streets, ways, alleys, passages, sewer rights, water rights, minerals,
crops, timber and other emblements now or hereafter located on the
Additional Real Property or under or above the same or any part or
parcel thereof, and all estates, rights, titles, interests, tenements,
hereditaments and appurtenances, reversions and remainders whatsoever,
in any way belonging, relating or appertaining to the Additional Real
Property or any part thereof, or which hereafter shall in any way
belong, relate or be appurtenant thereto, whether now owned or hereafter
acquired by the Mortgagor (the "ADDITIONAL EASEMENTS AND APPURTENANCES";
together with the Additional Real Property, the Additional Leasehold
Leases and the Additional Improvements, the "ADDITIONAL PROPERTY");
(d) all easements, rights, rights-of-way, satellite dishes,
towers, equipment and all other real and personal property comprising
the utility system of the Mortgagor;
(e) all right, title and interest of the Mortgagor in any and
all leases, rental agreements and arrangements of any sort now or
hereafter affecting the Additional Property or any portion thereof and
providing for or resulting in the payment of money to the Mortgagor for
the use of the Additional Property or any portion thereof, whether the
user enjoys the Additional Property or any portion thereof as tenant for
years, invitee, licensee, tenant at sufferance or otherwise, and
irrespective of whether such leases, rental agreements and arrangements
be oral or written, and including any and all extensions, renewals and
modifications thereof (the "ADDITIONAL LEASES") and guaranties of the
performance or Secured Obligations of any tenants or lessees thereunder
(the "ADDITIONAL TENANTS"), together with all income, rents, issues,
profits and revenues from the Additional Leases (including all tenant
security deposits and all other tenant deposits, whether held by the
Mortgagor or in a trust account, and all other deposits and escrow funds
relating to any Additional Leases), and all the estate, right, title,
interest, property, possession, claim and demand whatsoever at law, as
well as in equity, of the Mortgagor of, in and to the same; provided,
however, that although this First Amendment contains (and it is hereby
agreed that this First Amendment contains) a present, current,
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
unconditional and absolute assignment of all of said income, rents,
issues, profits and revenues, the Mortgagor and CoBank have agreed that
so long as there shall exist no Default (as defined in the Mortgage) the
Mortgagor shall have a revocable license to collect routine rental
payments and revenues which do not relate to periods more than one month
after collection, it being agreed that CoBank shall be entitled at all
times to possession of all other income, rents, issues, profits and
revenues (including deposits), and it being further agreed that upon the
occurrence of a Default hereunder such license shall be automatically
revoked without the necessity of further action by CoBank;
(f) all right, title and interest of the Mortgagor in any and
all awards, payments, proceeds and the right to receive the same, either
before or after any foreclosure hereunder, as a result of any temporary
or permanent injury or damage to, taking of or decrease in the value of
the Additional Property by reason of casualty, condemnation or
otherwise;
(g) all claims and causes of action arising from or otherwise
related to any of the foregoing, and all rights and judgments related to
any legal actions in connection with such claims or causes of action,
and all cash (or evidences of cash or of rights to cash) or other
property or rights thereto relating to such claims or causes of action;
(h) all other real property of every kind, nature and
description, and wheresoever located, now owned or leased or hereafter
acquired or leased by the Mortgagor; and
(i) all extensions, additions, improvements, betterments,
renewals and replacements, substitutions, or proceeds of any of the
foregoing.
2. TO HAVE AND TO HOLD the Additional Premises and all parts,
rights, members and appurtenances thereof forever. The Mortgagor covenants
that the Mortgagor is lawfully seized and possessed of the leasehold estates
created by the Additional Leasehold Leases and has good right and is lawfully
authorized to convey the Additional Premises, that the Additional Premises are
unencumbered by any liens or judgments except for the matters set forth on
EXHIBIT C hereto and made a part hereof (the "ADDITIONAL PERMITTED TITLE
EXCEPTIONS"), and the Mortgagor does warrant and will forever defend the title
thereto against the claims of all persons whomsoever, except for the Additional
Permitted Title Exceptions. This First Amendment, in combination with the
Mortgage, is a self-operative security agreement with respect to the
Additional Premises and is intended to constitute a security agreement as
required under the Alabama Uniform Commercial Code, but the Mortgagor agrees to
execute and deliver on demand such other security agreements, financing
statements and other instruments as CoBank may request in order to perfect its
security interest or to impose the lien hereof more specifically
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
upon any of the Premises and CoBank shall have all the rights and remedies of a
secured party under the Alabama Uniform Commercial Code in addition to those
specified herein.
3. THIS FIRST AMENDMENT is given to secure the payment and
performance of the Secured Obligations.
4. SHOULD THE SECURED OBLIGATIONS BE PAID according to the tenor and
effect thereof when the same shall become due and payable, and should the
Mortgagor perform all covenants herein contained in a timely manner, then this
First Amendment and the conveyance effected and the liens granted hereby shall
be released and terminated and shall be cancelled and surrendered.
5. All references in the Mortgage to the "Mississippi One Loan
Agreement," the "Amended CoBank Note," the "Mississippi One Note," the "Mercury
Loan Agreement," the "CoBank Note," the "Mercury Note," the "Mississippi One
Guaranty," the "Mississippi One Security Agreement," the "Mississippi One Deed
of Trust," the "Mercury Guaranty," the "Mercury Pledge Agreement," and the
"Loan Documents" shall be to each such term, respectively, as defined in this
First Amendment.
6. All references in the Mortgage to the "Premises," the "Real
Property," the "Leasehold Leases," the "Improvements," the "Easements and
Appurtenances," the "Property," the "Leases," the "Tenants" and the "Permitted
Title Exceptions" shall include within their definitions the "Additional
Premises," the "Additional Real Property," the "Additional Leasehold Leases,"
the "Additional Improvements," the "Additional Easements and Appurtenances,"
the "Additional Property," the "Additional Leases," the "Additional Tenants"
and the "Additional Permitted Title Exceptions," respectively.
7. All references in the Mortgage to the "Mortgage" shall be to the
Mortgage as amended by this First Amendment.
8. After giving effect to the amendments to and the restatement of
the Mortgage set forth in this First Amendment, the representations and
warranties of Mississippi One set forth in the Mortgage are true and correct as
of the date hereof as if made on the date hereof.
9. 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, it being the intention of the
parties hereto merely to amend the Mortgage as expressly set forth herein. To
the extent not inconsistent herewith, all the terms and conditions of the
Mortgage shall remain in full force and effect and are hereby ratified and
confirmed by Mississippi One.
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
10. 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.
11. This First Amendment shall be governed by and construed in
accordance with the laws of the State of Alabama, without reference to choice
of law doctrine.
(Signatures on Next Page)
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
IN WITNESS WHEREOF, the Mortgagor has executed, attested and delivered
this First Amendment under seal, and CoBank has executed and delivered this
First Amendment, as of the day and year first above written.
MISSISSIPPI ONE CELLULAR
TELEPHONE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Title: President
-------------------------------
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Title: Secretary
-------------------------------
[CORPORATE SEAL]
Signed, sealed and delivered
in the presence of:
/s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------
Witness
/s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------------
Notary Public
Commission Expiration: lifetime commission
-------------------
[NOTARIAL SEAL]
(Signatures Continue on Next Page)
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
(Signatures Continued from Previous Page)
COBANK, ACB
By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------
Name:
--------------------------------
Title:
-------------------------------
Signed, sealed and delivered
in the presence of:
/s/ [ILLEGIBLE]
------------------------------------
Witness
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Notary Public
Notary Public, ▇▇▇▇ County, Georgia
Commission Expiration: My Commission Expires April 25, 1999
--------------
[NOTARIAL SEAL]
This document prepared by:
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
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First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
EXHIBIT A
Legal Description
Attached.
11
EXHIBIT "A"
LEGAL DESCRIPTIONS
AL-3
================================================================================
ALICEVILLE
================================================================================
LESSOR LEGAL DESCRIPTION
------ -----------------
▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ A part of Fractional Section 34, Township 22
South, Range 15 West and being more
particularly described as follows:
Commence at the southeast corner of said
Section 34, thence run westerly and along
the section line 1877.95 feet to the Point
of Beginning thence continue westwardly
along said course 684.27 feet; thence, with
an interior angle left of 90 degrees, 80
minutes, run northwardly 604.90 feet;
thence, with an interior angle left of 96
degrees, 80 minutes, run eastwardly 696.99
feet, thence, with an interior angle left of
85 degrees, 00 minutes, run southwardly
664.94 feet to the Point of Beginning thus
making a closing interior angle left of 90
degrees, 80 minutes.
Said parcel containing 9.99 acres, more or
less.
================================================================================
▇▇▇▇▇▇
================================================================================
▇▇▇▇▇ Paper Company A part of the Southeast Quarter of the
Northwest Quarter and a part of the
Northeast Quarter of the Northwest Quarter
all in Section 10, Township 12 North, Range
3 West, being more particularly described as
follows:
Commence at the southwest corner of said
Southeast Quarter of the Northwest Quarter;
thence run northwardly and along Quarter
line 901.69 feet; thence with a deflection
angle right of 90 degrees, 00 minutes, run
eastwardly 445.57 feet to the Point of
Beginning; thence with a deflection angle
right of 9 degrees, 26 minutes, run
southeastwardly 721.33 feet; thence with an
interior angle right of 60 degrees, 00
minutes, run northwestwardly 695.0 feet; run
southwestwardly 708.77 feet to the Point of
Beginning, thus making a closing interior
right of 58 degrees, 11 minutes.
Said parcel containing 4.99 acres, more or
less.
12
================================================================================
EUTAW
================================================================================
L-Square Land Company A parcel of land in the Southeast Quarter of
Section 14, Township 22 North, Range 2 East
of the St. ▇▇▇▇▇▇▇▇ Meridian, ▇▇▇▇▇▇ County,
Alabama and being more particularly
described as follows:
To locate the POINT OF BEGINNING, commence
at the Southwest corner of said Section 14,
said corner being a one inch rebar; thence
run in an Easterly direction and along the
South boundary of said Section 14 a distance
of 5340.79 feet to the Southeast corner of
said Section 14, said corner being a nail in
a fence post; thence with a right angle from
line back of 89 degrees 44 minutes 52
seconds run in a Northerly direction and
along the East boundary of said Section 14 a
distance of 2658.15 feet to the North
boundary of the Southeast Quarter of said
Section 14; thence with a right angle from
line back of 89 degrees 41 minutes 50
seconds, run in a Westerly direction and
along the North boundary of said Southeast
Quarter a distance of 614.63 feet to the
POINT OF BEGINNING, said POINT OF BEGINNING
being a 1/2 inch rebar; thence continue on
the North boundary of said Southeast Quarter
in a Westerly direction a distance of 705.17
feet to a 1/2 rebar; thence with an interior
angle to the right of 89 degrees 18 minutes
00 seconds, run in a Southerly direction a
distance of 625.77 feet to a /12 inch rebar;
thence with an interior angle to the right
of 90 degrees 00 minutes 00 seconds, thence
with an interior angle to the right of 90
degrees 99 minutes 00 seconds, run in a
Northerly direction 617.18 feet to the POINT
OF BEGINNING, and having a closing angle of
90 degrees 42 minutes 00 seconds and
containing 10.1 acres, more or less.
================================================================================
FAYETTE
================================================================================
▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ A part of the southeast quarter of the
southwest quarter of section 25, and a part
of the northeast quarter of the northwest
quarter of Section 36, all in Township 16
South, Range 13 West and being more
particularly described as follows:
Commence at the southwest corner of said
Section 25, thence run eastwardly and along
the section line 1556.88 feet to the Point
of Beginning; thence, with a deflection
angle left of 90 degrees, 00 minutes, run
northwardly 517.31 feet; thence, with an
interior angle left of 90 degrees, 00
minutes, run eastwardly 628.46 feet; thence,
with an interior angle left of 90 degrees,
00 minutes, run southwardly 683.38 feet;
thence, with an interior angle left of 90
degrees, 00 minutes, run westwardly 628.46
feet; thence, with an interior angle left of
90 degrees, 00 minutes, run northwardly
13
166.07 feet to the Point of Beginning, thus
making a closing interior angle left of 180
degrees,00 minutes.
Said parcel containing 9.86 acres, more or
less.
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LINDEN
================================================================================
▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇ A parcel of land situated in the SE 1/4 of
Section 16, Township 14 North, Range 3 East,
Marengo County, Alabama, more particularly
described as follows:
Commence at the southeast corner of said
Section 16; thence, run northwardly along
the east boundary of said Section 16 for
1329.65 feet; thence, with a deflection
angle left of 90 degrees, 00 minutes, run
westwardly for 153.09 feet to the POINT OF
BEGINNING; thence, with a deflection angle
left of 07 degrees, 18 minutes, run
westwardly for 672.43 feet, thence, with an
interior angle left of 90 degrees, 00
minutes, run northwardly for 645.16 feet;
thence, with an interior angle left of 90
degrees, 00 minutes, run eastwardly for
672.43 feet; thence, with an interior angle
left of 90 degrees, 00 minutes, run
southwardly for 645.16 feet to the POINT OF
BEGINNING, thus forming a closing interior
angle left of 90 degrees, 00 minutes.
LESS AND EXCEPT that portion, if any, of the
property described in Deed Book 7C, at Page
722 in the Probate Office of Marengo County,
Alabama.
Said parcel contains 9.96 acres, more or
less.
Property described herein subject to any and
all easements, restrictions, reservations
and rights-of-way of record.
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LIVINGSTON
================================================================================
Board of Trustees of
▇▇▇▇▇▇▇▇▇▇ University Part of the Northwest Quarter of the
Northwest Quarter of Section 21, Township 19
North, Range 2 West, Sumter County, Alabama,
being more particularly described as
follows:
Commence at the northeast corner of the
Northwest Quarter of the Northwest Quarter
of Section 21; thence, run southwardly and
along the east line of said Northwest
Quarter of the Northwest Quarter for a
distance of 1,041.24 feet to the Point of
Beginning; thence, run southwardly and along
the last stated course for a distance of
720.97 feet; thence, with an interior angle
left of 90 degrees, 00 minutes, run
westwardly for a distance of 660.78 feet,
thence, with an interior angle left of 90
degrees, 00 minutes, run
14
northwardly for a distance of 720.97 feet;
thence, with an interior angle left of 90
degrees, 00 minutes, run eastwardly for a
distance of 660.78 feet to the Point of
Beginning, thus making a closing interior
angle left of 90 degrees, 00 minutes.
================================================================================
REFORM
================================================================================
▇▇. ▇▇▇▇▇▇▇ ▇. McGabey A parcel of land situated in the SE 1/4 of
the SW 1/4 of Section 25, Township 18 South,
Range 15 West, ▇▇▇▇▇▇▇ County, Alabama, more
particularly described as follows:
Commence at the southwest ▇▇▇▇▇ of the SE
1/4 of the SW 1/4 of said Section 25;
thence, run northwardly along the accepted
west boundary of the SE 1/4 of the SW 1/4 of
said Section 25 for a distance of 893.42
feet; thence, with a deflection angle right
of 90 degrees, 00 minutes, run eastwardly for
a distance of 151.02 feet to the POINT OF
BEGINNING; thence, continue eastwardly along
the previous course for a distance of 633.79
feet; thence, with an interior angle left
of 90 degrees, 00 minutes, run southwardly
for a distance of 681.88 feet; thence, with
an interior angle left of 90 degrees, 00
minutes, run westwardly for a distance of
375.26 feet; thence, with an interior angle
left of 112 degrees, 24 minutes, run
northwestwardly for a distance of 196.72
feet to a concrete monument; thence, with an
interior angle left of 264 feet; thence,
with an interior angle left of 72 degrees,
42 minutes, run northwardly for a distance
of 557.20 feet to the POINT OF BEGINNING,
thus forming a closing interior angle left
of 90 degrees, 00 minutes.
Said parcel contains 9.12 acres, more or
less.
================================================================================
▇▇▇▇▇▇
================================================================================
▇▇. ▇. ▇. ▇▇▇▇▇▇▇▇▇ A part of the Northeast Quarter of the
Northwest Quarter and a part of the
Northwest Quarter of the Northeast Quarter
all in Section 18, Township 15 South, Range
14 West, being more particularly described
as follows:
Commence at the northwest corner of said
Northeast Quarter of the Northwest Quarter;
thence run eastwardly and along Section line
819.29 feet; thence with a deflection angle
right of 90 degrees, 00 minutes, run
southwardly 39.34 feet to the Point of
Beginning; thence continue southwardly along
said course 628.98 feet; thence eastwardly
683.24 feet; thence with an interior angle
right of 90 degrees, 00 minutes, run
northwardly 628.98 feet; thence, with an
interior angle right of 90 degrees, 00
minutes, run westwardly 683.24 feet to the
Point of Beginning, thus making a
15
closing interior angle right of 90 degree, 00
minutes.
Said Parcel containing 9.87 acres, more or
less.
================================================================================
DEMOPOLIS
================================================================================
L-Square Land Company A parcel of land situated in the SE 1/4 of
Section 16, Township 14 North, range 3 East,
Marengo County, Alabama, more particularly
described as follows:
Commence at the southeast corner of said
Section 16; thence, run northwardly along
the east boundary of said Section 16 for
1329.65 feet; thence, with a deflection
angle left of 90 degrees, 00 minutes, run
westwardly for 153.09 feet to the POINT OF
BEGINNING; thence, with a deflection angle
left of 07 degrees, 18 minutes, run
westwardly for 672.43 feet; thence, with an
interior angle left of 90 degrees, 00
minutes, run northwardly for 645.16 feet;
thence, with an interior angle left of 90
degrees, 00 minutes, run eastwardly for
672.43 feet; thence, with an interior angle
left of 90 degrees, 00 minutes, run
southwardly for 645.16 feet to the POINT OF
BEGINNING, thus forming a closing interior
angle left of 90 degrees, 00 minutes.
LESS AND EXCEPT that portion, if any, of the
property described in Deed Book 7C, at Page
722 in the Probate Office in Marengo County,
Alabama.
Said parcel contains 9.96 acres, more or
less.
Property described herein subject to any and
all easements, restrictions, reservations
and rights-of-way of record.
OFFICES LEGAL DESCRIPTION
------- -----------------
================================================================================
FAYETTE
================================================================================
Fayette Center Associates, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
================================================================================
DEMOPOLIS
================================================================================
▇▇▇▇ Jewelry, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
16
EXHIBIT B
SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF
MISSISSIPPI ONE CELLULAR TELEPHONE COMPANY
A special meeting of the Board of Directors was held on June 26, 1996
at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ after due and
proper notice.
The following Directors were present:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
being all of the Directors of the corporation.
The President outlined the progress on financing the purchase of the
assets of PriCellular Corporation, PriCellular Wireless Corporation and
Northland Cellular Corporation (hereafter collectively referred to as
"PriCellular") as they relate to Alabama RSA #4 and the buildout and operations
of Alabama RSA #4 through the National Bank for Cooperatives. That due to the
laws creating the National Bank for Cooperatives, CTC Financial, Inc. will
borrow the funds necessary to purchase, build out and operate Alabama RSA #4
from the CoBank, ACB in the amount of $28,000,000 of which CTC Financial, Inc.
will loan $15,000,000 to the Corporation and CTC Financial, Inc. will loan
$13,000,000 to Mercury Cellular Telephone Company ("MCTC") which MCTC will
reloan to the Corporation. The Corporation will issue a Second Amended and
Restated Promissory Note to CTC Financial, Inc. and a Promissory Note to MCTC,
both notes will be assigned to CoBank, ACB, a First Amendment and Supplement to
Amended and Restated Continuing Guaranty to CoBank, ACB, a Second Amendment and
Supplement to the Security Agreement to CoBank, ACB, a Second Amendment and
Supplement to the Deed of Trust and Security Agreement to CoBank, ACB and a
First Amendment and Supplement to Mortgage to CoBank, ACB.
After lengthy discussion of this matter, the following resolutions
were adopted:
BE IT RESOLVED that Mississippi One Cellular Telephone Company be
authorized to borrow $15,000,000 from CTC Financial, Inc. and $13,000,000 from
MCTC which amounts will be borrowed by CTC Financial, Inc. and MCTC from
CoBank, ACB and agree and accept all the terms and conditions thereof.
BE IT FURTHER RESOLVED that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President of
Mississippi One Cellular Telephone Company and ▇▇▇▇▇▇ ▇▇▇▇▇, Secretary of
Mississippi One Cellular Telephone Company be authorized and directed on behalf
of Mississippi One Cellular Telephone Company, to issue, enter into, agree to,
accept, attest, seal and deliver a Second Amended and Restated Promissory Note
to CTC Financial, Inc. and a Promissory Note to MCTC, both notes will be
17
assigned to CoBank, ACB, a First Amendment and Supplement to Amended and
Restated Continuing Guaranty to CoBank, ACB, a Second Amendment and Supplement
to the Security Agreement to CoBank, ACB, a Second Amendment and Supplement to
the Deed of Trust and Security Agreement to CoBank, ACB and a First Amendment
and Supplement to Mortgage to CoBank, ACB, a proposed copy of each document is
attached hereto and made a part of these minutes.
BE IT FURTHER RESOLVED that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President of
Mississippi One Cellular Telephone Company and ▇▇▇▇▇▇ ▇▇▇▇▇, Secretary of
Mississippi One Cellular Telephone Company be authorized and directed to enter
into, agree to accept, attest, seal and deliver any other documents and take
such other action which they deem is necessary and proper to effectuate the
$15,000,000 loan from CTC Financial, Inc. and the $13,000,000 loan from MCTC as
set forth herein and negotiate and finalize the terms of all such documents
necessary.
There being no further business, the meeting was adjourned.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, Secretary
APPROVED:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
2
18
First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
EXHIBIT B
Leasehold Leases
LESSOR LEASE DATE COUNTY
------ ---------- ------
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ 2-22-95 ▇▇▇▇
Dominion Resources, Inc. ▇-▇-▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Resources, Inc. 3-27-95 ▇▇▇▇▇▇
▇▇▇▇▇▇ Properties 9-1-95 ▇▇▇▇
19
First Amendment to Mortgage/Mississippi One
Loan No. T0310
Loan No. T0347
EXHIBIT C
Permitted Title Exceptions
None.
