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EXHIBIT 4.30
FIRST AMENDMENT AND SUPPLEMENT TO
MORTGAGE AND SECURITY AGREEMENT
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF CALCASIEU
BY:
MERCURY CELLULAR TELEPHONE COMPANY
IN FAVOR OF:
COBANK, ACB
AND ANY FUTURE HOLDER OR HOLDERS
BEFORE ME, THE RESPECTIVE UNDERSIGNED NOTARIES PUBLIC, AND IN THE
PRESENCE OF THE RESPECTIVE UNDERSIGNED COMPETENT WITNESSES;
PERSONALLY CAME AND APPEARED:
MERCURY CELLULAR TELEPHONE COMPANY, TIN: 00-0000000, A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF LOUISIANA, AND HAS ITS REGISTERED
OFFICES AT 0 XXXXXXXXX XXXXX, XX XXXXX, XXXXX 0000, P. O. XXXXXX
0000, XXXX XXXXXXX, XX 00000-0000 APPEARING HEREIN THROUGH ITS
DULY AUTHORIZED REPRESENTATIVE(S), PURSUANT TO A RESOLUTION OF
ITS BOARD OF DIRECTORS, A CERTIFIED COPY OF WHICH IS ATTACHED
HERETO AND EXPRESSLY MADE A PART HEREOF (THE "MORTGAGOR"); AND
COBANK, ACB, TIN: 00-0000000, A BANK CHARTERED UNDER THE LAWS OF
THE UNITED STATES OF AMERICA, WITH AN OFFICE AT 000 XXXXXXXX
XXXXXXX, XXXXX 0000, XXXXXXX, XXXXXXX 00000 ("MORTGAGEE");
WHO DECLARED THAT:
THIS FIRST AMENDMENT AND SUPPLEMENT TO MORTGAGE (this "First
Amendment") is made and entered into as of July 1, 1996, by and
between the Mortgagor and Mortgagee.
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FIRST AMENDMENT TO MORTGAGE PAGE 2
RECITALS:
WHEREAS, the Mortgagee and CTC Financial, Inc. (the "Borrower") have
entered into that certain Loan Agreement, dated as of April 20, 1995 (the
"Original Loan Agreement"); and
WHEREAS, the funds advanced to the Borrower pursuant to the Original
Loan Agreement were reloaned by the Borrower to the Mortgagor for the purposes
set forth in the Original Loan Agreement; and
WHEREAS, as an inducement to the Mortgagee to enter into the Original
Loan Agreement and to make the loan provided for therein, the Mortgagor entered
into that certain Continuing Guaranty, dated as of April 20, 1995 (the
"Original Guaranty"), for the benefit of CoBank, pursuant to which the
Mortgagor guaranteed the "Obligations" as therein defined; and
WHEREAS, as security for the Mortgagor's obligations under the Original
Guaranty and the "Obligations" as therein defined, the Mortgagor executed and
delivered that certain Mortgage and Security Agreement, dated as of April 20,
1995 (the "Mortgage"), pursuant to which the Mortgagor granted to CoBank a
first priority lien on the "Property" as therein defined; and
WHEREAS, the Mortgagee and the Borrower have entered into that certain
Loan Agreement, dated as of even date herewith (the "Additional Loan
Agreement"); and
WHEREAS, the funds advanced to the Borrower pursuant to the Additional
Loan Agreement will be reloaned by the Borrower to the Mortgagor for the
purposes set forth in the Additional Loan Agreement; and
WHEREAS, as an inducement to the Mortgagee to enter into the Additional
Loan Agreement and to make the loan provided for therein, the Mortgagor has
agreed to amend the Original Guaranty as set forth in that certain First
Amendment and Supplement to;
WHEREAS, as an inducement to the Mortgagee to enter into the Additional
Loan Agreement and to make the loan provided for therein, and to secure the
Mortgagee's "Obligations" under the Guaranty, the Mortgagor has agreed to 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:
SECTION 1. DEFINITIONS. Capitalized terms, when used in this First
Amendment, unless otherwise defined herein, shall have the meanings ascribed to
them in the Mortgage.
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FIRST AMENDMENT TO MORTGAGE PAGE 3
SECTION 2. The Mortgage is hereby amended by deleting from its
Definitions Section the definitions for "CTC Note," "Guaranty," "Indebtedness,"
"Loan Agreement" and "Notes" in their entirety and substituting in lieu thereof
the following definitions:
"CTC NOTES. The words "CTC Notes" mean, collectively, that certain
Promissory Note dated July 1, 1996, made by the Borrower to the order of
the Mortgagee, in the original principal amount of $18,000,000, and that
certain Promissory Note, dated July 1, 1996, made by the Borrower to the
order of CoBank, in the original principal amount of $13,000,000 (as the
same may be amended, supplemented, modified or restated from time to
time).
GUARANTY. The word "Guaranty" means that certain Continuing Guaranty,
dated as of April 20, 1995, made by the Mortgagor to the Mortgagee, as
amended by that certain First Amendment and Supplement to Continuing
Guaranty, dated as of July 1, 1996, securing among other things, the CTC
Notes, as such amended Continuing Guaranty may be amended, supplemented,
modified or restated from time to time.
INDEBTEDNESS. The word "Indebtedness" means individually, collectively
and interchangeably the CTC Notes and any and all present and future
loans, advances, and/or other extensions of credit obtained and/or to be
obtained by Mortgagor from Mortgagee, directly or indirectly, as well as
Mortgagee's successors and assigns, from time to time, one or more
times, now and in the future, and any and all promissory notes
evidencing such present and/or future loans, advances, and/or other
extensions of credit, including, without limitation, the Notes, and any
and all amendments thereto and/or substitutions therefor, and any and
all renewals, extensions and refinancings thereof, as well as any and
all other obligations, including, without limitation, Mortgagor's
covenants and agreements in any present or future guaranty, loan or
credit agreement or any other agreement, document or instrument executed
by Mortgagor, including, without limitation, the Guaranty, and
liabilities that Mortgagor may now and/or in the future owe to and/or
incur in favor of Mortgagee, whether direct or indirect, or by way of
assignment or purchase of a participation interest, and whether related
or unrelated, or whether committed or purely discretionary, and whether
absolute or contingent, liquidated or unliquidated, voluntary or
involuntary, determined or undetermined, due or to become due, and
whether now existing or hereafter arising, or otherwise secured or
unsecured, whether Mortgagor is obligated alone or with others on a
"solidary" or "joint and several" basis, as a principal obligor or as a
surety, guarantor, or endorser, of every nature and kind whatsoever,
whether or not any such Indebtedness may be barred under any statute of
limitations or prescriptive period or may be or become otherwise
unenforceable or voidable for any reason whatsoever. Notwithstanding
any other provision of this Mortgage, the maximum amount of Indebtedness
secured hereby shall be limited to $31,000,000.
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FIRST AMENDMENT TO MORTGAGE PAGE 4
LOAN AGREEMENTS. The words "Loan Agreements" shall mean, collectively,
that certain Loan Agreement, dated as of April 20, 1995, by and between
the Borrower and the Mortgagee, and that certain Loan Agreement, dated
as of July 1, 1996, by and between the Borrower and the Mortgagee (as
either of the same may be amended, supplemented or modified from time to
time).
NOTES. The word "Notes" shall mean, collectively, that certain
Promissory Note, dated April 20, 1995, made by the Mortgagor to the
order of the Borrower and assigned to the Mortgagee, in the original
principal amount of $18,000,000, and that certain Promissory Note, dated
July 1, 1996, made by the Mortgagor to the order of the Borrower and
assigned to the Mortgagee, in the original principal amount of
$13,000,000 (as either of the same may be amended, supplemented,
modified or restated from time to time)."
SECTION 3. The Mortgage is hereby amended by deleting its Notices
Section in its entirety and substituting in lieu thereof the following Section:
"NOTICES. All demands, notices, reports, approvals, designations, or
directions required or permitted to be given hereunder shall be in
writing and shall be deemed to be duly given upon delivery, if delivered
by "Express Mail," overnight courier, messenger or other form of hand
delivery or sent by telegram or facsimile transmission, or three (3)
days mail if sent by certified or registered mail, to the parties at the
following addresses (or such other address for a party as shall be
specified by like notice):
As to Mortgagor: Mercury Cellular Telephone Company
0 Xxxxxxxxx Xxxxx, XX Xxxxx
Xxxxx 0000
P.O. Drawer 3104
Lake Charles, LA 70602-3104
Attn: Xxxxx Xxxxx; cc: Xxxxxx X. Xxxxxxx
Fax No.: (000) 000-0000
As to Mortgagee: National Bank for Cooperatives
000 Xxxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Rural Utility Banking Group
Fax No.: (000) 000-0000
and as to any other person, firm, corporation or governmental body or
agency having an interest herein by reason of being a Mortgagee or
otherwise, at the last address designated by such person, firm,
corporation, governmental body or agency to Mortgagor and Mortgagee."
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FIRST AMENDMENT TO MORTGAGE PAGE 5
SECTION 4. All references in the Mortgage to "this Mortgage" shall
hereafter be to the Mortgage as amended by this First Amendment.
SECTION 5. The Mortgage is hereby amended and supplemented by
deleting all references therein to the "CTC Note," "Note" and "Loan Agreement"
and substituting in lieu thereof the words "CTC Notes," "Notes" and "Loan
Agreements," respectively.
SECTION 6. After giving effect to the amendments to and restatement
of the Mortgage as set forth in this First Amendment, the representations and
warranties of the Mortgagor set forth in the Mortgage are true and correct as
of the date hereof as if made on the date hereof.
SECTION 7. It is the intention of the parties hereto that this First
Amendment shall not constitute a novation, 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 of the terms and conditions of the
Mortgage shall remain in full force and effect and are hereby ratified and
confirmed by the Mortgagor and CoBank.
SECTION 8. 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 9. 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.
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FIRST AMENDMENT TO MORTGAGE PAGE 6
THUS DONE AND PASSED, AS OF THE DAY, MONTH AND YEAR FIRST WRITTEN ABOVE, IN THE
PRESENCE OF THE RESPECTIVE UNDERSIGNED NOTARIES AND THE RESPECTIVE UNDERSIGNED
COMPETENT WITNESSES, WHO HEREUNTO SIGN THEIR NAMES AFTER READING OF THE WHOLE.
WITNESS: MORTGAGOR:
MERCURY CELLULAR TELEPHONE COMPANY
X /s/ XXXXXX XXXX
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BY: /s/ XXXXXX XXXXX
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X /s/ XXX XXXXXXXX NAME: Xxxxxx Xxxxx
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TITLE: President
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ATTEST: /s/ XXXXXX X. XXXXXXX
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NAME: Xxxxxx X. Xxxxxxx
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TITLE: SECRETARY
[ILLEGIBLE]
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NOTARY PUBLIC
MY COMMISSION EXPIRES Life Time Commission
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[NOTARIAL SEAL]
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FIRST AMENDMENT TO MORTGAGE PAGE 7
(Signatures Continued from Previous Page)
WITNESS: MORTGAGEE:
COBANK, ACB
X /s/ XXXXXX XXXXXX
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BY: /s/ XXXX XXX XXXXXXX
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X [ILLEGIBLE] NAME: Xxxx Xxx Xxxxxxx
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TITLE: Vice President
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/s/ XXXXXXXX X. XXXXXX
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NOTARY PUBLIC
Notary Public, Xxxx County, Georgia
MY COMMISSION EXPIRES My Commission Expires April 25, 1999
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[NOTARIAL SEAL]
