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EXHIBIT 4.49
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
BE IT KNOWN, THAT ON THE 20TH DAY OF APRIL, 1995;
BEFORE ME, THE UNDERSIGNED NOTARY PUBLIC, AND IN THE PRESENCE OF THE
UNDERSIGNED COMPETENT WITNESSES;
PERSONALLY CAME AND APPEARED:
MERCURY CELLULAR TELEPHONE COMPANY, TIN: ▇▇-▇▇▇▇▇▇▇, A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF LOUISIANA, AND HAS ITS REGISTERED
OFFICES AT ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, P.O. DRAWER
3104, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ 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 ("MORTGAGOR");
WHO DECLARED THAT:
TERMS AND CONDITIONS:
DEFINITIONS. THE FOLLOWING WORDS SHALL HAVE THE FOLLOWING MEANINGS WHEN USED IN
THIS MORTGAGE:
ADDITIONAL ADVANCES. The words "Additional Advances" mean any and all
additional sums that Mortgagee may advance on Mortgagor's behalf as
provided under this Mortgage.
BORROWER. The word "Borrower" means CTC Financial, Inc., a Louisiana
corporation, and its successors and assigns.
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CTC NOTE. The words "CTC Note" mean that certain promissory note dated
of even date made by Borrower to the order of Mortgagee in the original
principal amount of $18,000,000, as the same may be amended,
supplemented, modified or restated from time to time.
ENCUMBRANCES. The word "Encumbrances" means individually, collectively
and interchangeably any and all presently existing and/or future
mortgages, liens, privileges, encumbrances, and other contractual and/or
statutory security interests and rights of every nature and kind that,
now and/or in the future, may affect the Property or any part or parts
thereof.
ENVIRONMENTAL LAWS. The words "Environmental Laws" mean individually,
collectively and interchangeably, any of those laws, statutes,
ordinances, rules, regulations, administrative orders or permits
described in the subsection set forth below entitled "Compliance with
Environmental Laws."
EVENT OF DEFAULT. The words "Event of Default" mean individually,
collectively, and interchangeably any of the Events of Default set forth
below in the section titled "Events of Default."
GUARANTY. The word "Guaranty" means that certain Continuing Guaranty of
even date herewith made by Mortgagor in favor of Mortgagee, securing
among other things, the CTC Note, as such Continuing Guaranty may be
amended, supplemented, modified or restated from time to time.
HAZARDOUS MATERIALS. The words "Hazardous Materials" means and includes
all those materials and substances described in the subsection set forth
below entitled "Compliance with Environmental Laws."
INDEBTEDNESS. The word "Indebtedness" means individually, collectively
and interchangeably the CTC Note 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 Note, 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
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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
$18,000,000.
LEASEHOLD LEASES. The words "Leasehold Leases" mean individually,
collectively and interchangeably, any of those leases or other
arrangements identified in Exhibit B attached hereto and expressly made
a part hereof by which lessors have leased, let and demised to Mortgagor
the Leased Property.
LEASED PROPERTY. The words "Leased Property" mean that certain immovable
(real) property as more fully described in Exhibit C attached hereto and
expressly made a part hereof.
LOAN AGREEMENT. The words "Loan Agreement" mean that certain Loan
Agreement of even date herewith by and between Borrower and Mortgagee,
as the same may be amended, supplemented or modified from time to time.
MORTGAGE. The word "Mortgage" means this Mortgage and Security Agreement
as this Mortgage and Security Agreement may be amended, supplemented,
restated or otherwise modified from time to time.
MORTGAGEE. The word "Mortgagee" means CoBank, ACB (TIN:▇▇-▇▇▇▇▇▇▇), its
successors and assigns, and any future holder or holders of any of the
Indebtedness.
MORTGAGOR. The word "Mortgagor" means individually, collectively and
interchangeably the above referenced Mortgagor, as well as any and all
persons and entities subsequently purchasing the Property, with or
without assumption of this Mortgage.
NOTE: The word "Note" means that certain Promissory Note of even date
herewith made by Mortgagor to the order of Borrower and assigned to
Mortgagee in the original principal amount of $18,000,000, as the same
may be amended, supplemented, modified or restated from time to time.
PROPERTY. The word "Property" means individually, collectively and
interchangeably any and all of Mortgagor's present and future property
subject to this Mortgage, including, without limitation, the Leasehold
Leases.
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RELATED DOCUMENTS. The words "Related Documents" mean and include
individually, collectively, interchangeably and without limitation all
promissory notes, credit agreements, loan agreements, guaranties,
security agreements, mortgages, collateral mortgages, deeds of trust,
and all other instruments, agreements and documents, whether now or
hereafter existing, executed in connection with the Indebtedness,
including, without limitation, the Loan Agreement, the Guaranty, the
Note and the CTC Note.
GRANTING OF MORTGAGE. And now, in order to secure the prompt and
punctual payment and satisfaction of the Indebtedness, including,
without limitation, the obligations of Mortgagor under the Note and the
Guaranty and of Borrower under the CTC Note and the Loan Agreement, from
which Mortgagor hereby acknowledges that it will receive direct and
substantial benefit, in principal, interest, costs, expenses, attorneys'
fees and other fees and charges, and additionally to secure repayment of
any and all Additional Advances that Mortgagee may make on behalf of or
for the benefit of Mortgagor as provided in this Mortgage, together with
interest thereon, Mortgagor does by these presents specifically
mortgage, affect and hypothecate unto and in favor of Mortgagee, any and
all of Mortgagor's present and future rights, title and interest in and
to the following described Property:
THE IMMOVABLE (REAL) PROPERTY, AND LEASEHOLD ESTATES IN THE IMMOVABLE
(REAL) PROPERTY, AS MORE FULLY DESCRIBED IN EXHIBIT A AND EXHIBIT C
ATTACHED HERETO AND EXPRESSLY MADE A PART HEREOF, AND ANY AFTER-ACQUIRED
ESTATE OF MORTGAGOR IN THE LEASED PROPERTY AND ANY OPTION TO PURCHASE
THE LEASED PROPERTY NOW OR HEREAFTER EXISTING IN FAVOR OF MORTGAGOR,
TOGETHER WITH ANY AND ALL PRESENT AND FUTURE BUILDING(S), CONSTRUCTIONS,
COMPONENT PARTS, IMPROVEMENTS, ATTACHMENTS, APPURTENANCES, FIXTURES,
RIGHTS, WAYS, PRIVILEGES, ADVANTAGES, BATTURE, AND BATTURE RIGHTS,
SERVITUDES AND EASEMENTS OF EVERY TYPE AND DESCRIPTION, NOW AND/OR IN
THE FUTURE RELATING TO THE PROPERTY AND THE LEASED PROPERTY, AND ANY AND
ALL ITEMS AND FIXTURES ATTACHED TO AND/OR FORMING INTEGRAL OR COMPONENT
PARTS OF THE PROPERTY AND THE LEASED PROPERTY IN ACCORDANCE WITH THE
LOUISIANA CIVIL CODE, INCLUDING, WITHOUT LIMITATION, ALL POLES, POSTS,
CROSSARMS, CONDUITS, DUCTS, LINES, WHETHER UNDERGROUND OR OVERHEAD OR
OTHERWISE, WIRES, CABLES, EXCHANGES, SWITCHES, INCLUDING, WITHOUT
LIMITATION, HOST SWITCHES AND REMOTE SWITCHES, DESKS, TESTBOARDS,
FRAMES, RACKS, MOTORS, GENERATORS, BATTERIES AND OTHER ITEMS OF CENTRAL
OFFICE EQUIPMENT, PAY-STATIONS, PROTECTORS, INSTRUMENTS, CONNECTORS AND
APPLIANCES. ALL EASEMENTS, RIGHTS-OF-WAY, RIGHTS, SATELLITE DISHES,
TOWERS, EQUIPMENT AND ALL OTHER PERSONAL PROPERTY COMPRISING THE UTILITY
SYSTEM OPERATED BY MORTGAGOR. ALL MONIES AND PROCEEDS FROM THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, FROM LEASES, SUBLEASES, TENANT,
CONTRACTS, RENTAL AGREEMENTS, CONTRACTS, LICENSES AND PERMITS, RENTS,
ISSUES AND PROFITS, INCLUDING, WITHOUT LIMITATION, ALL RENTS, REFUNDS,
REBATES, TENANT REIMBURSEMENTS, CONDEMNATION AWARDS, AND THE PROCEEDS OF
THE SALE OF, INSURANCE ON OR OTHER BORROWINGS SECURED IN WHOLE OR IN
PART BY ANY OF THE PROPERTY. 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
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CASH OR OTHER PROPERTY OR RIGHTS THERETO RELATING TO SUCH CLAIMS OR
CAUSES OF ACTION. ALL OTHER IMMOVABLE (REAL) PROPERTY OF EVERY KIND,
NATURE AND DESCRIPTION, AND WHERESOEVER LOCATED, NOW OWNED OR LEASED OR
HEREAFTER ACQUIRED OR LEASED BY MORTGAGOR. THE IMMOVABLE (REAL)
PROPERTY NOW OWNED OR LEASED BY MORTGAGOR IS DESCRIBED ON EXHIBIT A AND
EXHIBIT C ATTACHED HERETO AND HEREBY MADE A PART HEREOF.
MORTGAGE SECURING FUTURE INDEBTEDNESS. This Mortgage has been executed by
Mortgagor pursuant to Article 3298 of the Louisiana Civil Code for the purpose
of securing the Indebtedness that may now be existing and/or that may arise in
the future as provided herein, with the preferences and priorities provided
under applicable Louisiana law. However, nothing under this Mortgage shall be
construed as limiting the duration of this Mortgage or the purpose or purposes
for which the Indebtedness may be requested or extended. Mortgagor's additional
loans or guarantees will automatically be secured by this Mortgage without the
necessity that Mortgagor agree or consent to such a result at the time such
additional loans or guarantees are made and that the note or notes and guaranty
or guaranties evidencing such additional loans or guarantees reference the fact
that such notes or guaranties are secured by this Mortgage. Mortgagor
understands that Mortgagor may not subsequently have a change of mind and
insist that Mortgagor's additional loans or guaranties not be secured by this
Mortgage unless Mortgagee specifically agrees to such a request in writing.
MORTGAGE AND SECURITY AGREEMENT. This Mortgage is a self operative security
agreement with respect to the Property and is intended to constitute a security
agreement as required under the Louisiana Uniform Commercial Code, but the
Mortgagor agrees to execute and deliver on demand such other security
agreements, financing statements and other instruments as Mortgagee may request
in order to perfect its security interest or to impose the lien hereof more
specifically upon any of the Property and Mortgagee shall have all the rights
and remedies of a secured party under the Louisiana Uniform Commercial Code in
addition to those specified herein.
DURATION OF MORTGAGE. This Mortgage will remain in effect until; (a) all of the
Indebtedness is fully paid and satisfied and there is no agreement or
commitment to advance any additional Indebtedness; and (b) Mortgagor cancels
this Mortgage by filing a written cancellation instrument signed by Mortgagee.
After the condition set forth in clause (a) of the preceding sentence has been
satisfied, Mortgagor may request Mortgagee to sign such a written cancellation
instrument by writing Mortgagee at the above address or at such other address
as Mortgagee may advise. Mortgagee may delay providing Mortgagor with such a
mortgage cancellation instrument for a period of thirty (30) days following
receipt of Mortgagor's written request for Mortgagee to verify that all
conditions precedent for mortgage cancellation have been satisfied.
PROHIBITIONS REGARDING PROPERTY. So long as this Mortgage remains in effect,
and to the extent not permitted in the Guaranty, Mortgagor agrees not to,
without
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Mortgagee's prior written consent: (a) sell, assign, transfer, convey, option,
mortgage, or lease the Property or enter into any type of bond for deed
contract (or make any agreement therefor) concerning all or any part of the
Property other than as permitted in the Guaranty; (b) permit any Encumbrance to
be placed on or to attach to the Property; or (c) do anything or permit
anything to be done that may in any way impair Mortgagee's security interests
and rights in and to the Property.
REPRESENTATIONS AND WARRANTIES CONCERNING THE PROPERTY. Except as previously
disclosed to Mortgagee in writing, Mortgagor represents and warrants that: (a)
Mortgagor is and will continue to be the lawful owner of the Property and the
lawful tenant of the Leased Property and owner of the leasehold estates created
by the Leasehold Leases; (b) Mortgagor has the right to mortgage the Property
to Mortgagee; (c) as of the time this Mortgage is recorded, there are no
Encumbrances affecting the Property except as set forth on Exhibit D attached
hereto and made a part hereof; (d) security rights and interest granted under
this Mortgage are not nor will they become subordinate or junior to any
security rights, interests, liens, or claims of; or in favor of; any person,
firm, corporation, or other entity, including, without limitation, the United
States, or any department, agency or instrumentality thereof; or any state,
county, parish, city, or local governmental agency; and (e) this Mortgage is
binding upon Mortgagor as well as Mortgagor's successors and assigns, and
subject to limitations on enforceability imposed by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting creditors
rights generally, is legally enforceable in accordance with its terms. The
above representations and warranties, and all other representations and
warranties contained in this Mortgage, are and will be continuing in nature and
will remain in full force and effect until such time as this Mortgage is
canceled in the manner provided above.
INSURANCE PROVISIONS. The following insurance provisions are a part of this
Mortgage.
REQUIRED INSURANCE. So long as this Mortgage remains in effect,
Mortgagor shall, at its sole cost, keep and/or cause others, at their
expense, to keep the Property constantly insured against loss by fire,
by hazards included within the term "extended coverage," and by such
other hazards and in such amounts (including flood insurance, where
applicable) as may be required by Mortgagee. Such insurance shall be in
an amount not less than the full replacement value of the Property, or
such other amount or amounts as Mortgagee may require or approve in
writing. Mortgagor shall further provide and maintain, at its sole cost
and expense, comprehensive public liability insurance, naming Mortgagor
as the party insured and Mortgagee as loss payee, protecting against
claims for bodily injury, death and/or property damage arising out of
the use, ownership, occupancy, possession, operation and condition of
the Property, and further containing a broad form contractual liability
endorsement covering Mortgagor's obligations to indemnify Mortgagee as
provided hereunder. Should the Property at any time become located in an
area designated by the Director of the Federal Emergency Management
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Agency as a special flood hazard area, Mortgagor agrees to obtain and
maintain Federal flood Insurance to the extent such insurance is
required and is or becomes available, for the term of the loan and for
the full unpaid principal balance of the loan, or the maximum limit of
coverage that is available, whichever is less.
INSURANCE COMPANIES AND POLICIES. Mortgagor may purchase such insurance
from any insurance company or broker that is acceptable to Mortgagee,
provided that such approval may not be unreasonably withheld. All such
insurance policies, including renewals and replacements, must also be in
form and substance acceptable to Mortgagee, and must additionally
contain a lender's loss payee endorsement in favor of Mortgagee,
providing in part that (a) all proceeds and returned premiums under such
policies of insurance will be paid directly to Mortgagee, and (b) no act
or omission on the part of Mortgagor, or any of its directors, officers,
agents, employees or representatives, nor breach of any warranty
contained in such policies, shall affect the obligations of the insurer
to pay the full amount of any loss to Mortgagee. Such policies of
insurance must also contain a provision prohibiting cancellation,
nonrenewal, or the alteration of such insurance without at least ten
(10) days' prior written notice to Mortgagee of such intended
cancellation or alteration. Mortgagor agrees to provide Mortgagee with
originals or certified copies of such policies of insurance. Mortgagor
further agrees to promptly furnish Mortgagee with copies of all renewal
notices and, if requested by Mortgagee, with copies of receipts for paid
premiums. Mortgagor shall provide Mortgagee with originals or certified
copies of all renewal or replacement policies of insurance no later than
fifteen (15) days before any such existing policy or policies should
expire. If Mortgagor's insurance policies and renewals are held by
another person, Mortgagor agrees to supply original or certified copies
of the same to Mortgagee within the time periods required above.
PROPERTY LOSSES AND CLAIMS. Mortgagor agrees to immediately notify
Mortgagee in writing of any material casualty to or accident involving
the Property, whether or not such casualty or loss is covered by
insurance. Mortgagor further agrees to promptly notify Mortgagor's
insurance company and to submit an appropriate claim and proof of claim
to the insurance company in the event that any material part of the
Property is lost, damaged, or destroyed as a result of an insured
hazard. Mortgagee may submit such a claim and proof of claim to the
insurance company on Mortgagor's behalf, should Mortgagor fail to do so
promptly for any reason. Mortgagor hereby irrevocably appoints Mortgagee
as its agent and attorney-in-fact, such agency being coupled with an
interest, to make, settle and adjust claims under such policy or
policies of insurance and to endorse the name of Mortgagor on any check
or other item of payment for the proceeds thereof; it being understood,
however, that unless one or more Events of Default exist under this
Mortgage, Mortgagee will not settle or adjust any such claim without the
prior approval of Mortgagor (which approval shall not be unreasonably
withheld).
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INSURANCE PROCEEDS. Mortgagee shall have the right to directly receive
the proceeds of all insurance protecting the Property. In the event that
Mortgagor should receive any such insurance proceeds, Mortgagor agrees
to immediately turn over and to pay such proceeds directly to Mortgagee.
All insurance proceeds may be applied, at Mortgagee's sole option and
discretion, and in such a manner as Mortgagee may determine (after
payment of all reasonable costs, expenses and attorney's fees
necessarily paid or fees necessarily paid or incurred by Mortgagee in
this connection), for the purpose of: (a) repairing or restoring the
lost, damaged or destroyed Property; or (b) reducing the then
outstanding balance of the Indebtedness and any Additional Advances that
Mortgagee may have made on Mortgagor's behalf; together with interest
thereon. Mortgagee's receipt of such insurance proceeds and the
application of such proceeds as provided herein shall not, however,
affect the lien of this Mortgage. Nothing under this section shall be
deemed to excuse Mortgagor from its obligations to promptly repair,
replace or restore any lost or damaged Property which is useful or
necessary in its business, whether or not the same may be covered by
insurance, and whether or not such proceeds of insurance are available,
and whether such proceeds are sufficient in amount to complete such
repair, replacement or restoration to the satisfaction of Mortgagee.
Furthermore, unless otherwise confirmed by Mortgagee in writing, the
application or release of any insurance proceeds by Mortgagee shall not
be deemed to cure or waive any Event of Default under this Mortgage.
Notwithstanding the foregoing, so long as no Event of Default shall have
occurred and be continuing, and provided that there shall be no denial
of liability to a named insured by the insurance carrier, Mortgagee
shall allow the use of insurance proceeds in the following manner: All
insurance proceeds shall be delivered to Mortgagee. Mortgagor shall
furnish to Mortgagee evidence satisfactory to Mortgagee of the total
costs of restoration, replacement or rebuilding of the Property and
evidence that the Property may, in accordance with applicable law, be
restored to the condition and use existing immediately prior to such
casualty. Mortgagee shall hold all such insurance proceeds until
Mortgagor deposits with Mortgagee the total amount of money which, when
added to the net insurance proceeds on hand, is sufficient in
Mortgagee's reasonable judgment to pay the costs of the restoration (the
total of such insurance proceeds on hand and the amounts deposited by
Mortgagor are hereinafter collectively referred to as the "Net Damage
Proceeds"). The Net Damage Proceeds shall, unless an Event of Default
(or any event or condition has occurred which after notice, lapse of
time or otherwise will become an Event of Default if the same were not
corrected) has occurred and is continuing, be paid to Mortgagor from
time to time as restoration progresses, to pay (or reimburse Mortgagor
for) the costs of restoration. Such payments shall be made only upon the
written request of Mortgagor accompanied by a completed voucher and such
backup materials as Mortgagee may reasonably request, consistent with
Mortgagee's standard lending practices.
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TAXES AND LIENS. The following provisions relating to the taxes and liens on
the Property are a part of this Mortgage.
PAYMENT. Mortgagor shall promptly pay or cause to be paid when due, all
taxes, local and special assessments, and governmental and other
charges, as well as all public and/or private utility charges, of every
type and description, that may from time to time be imposed, assessed
and levied against the Property or against Mortgagor. Mortgagor further
agrees to furnish Mortgagee upon Mortgagee's written request with
evidence that such taxes, assessments, and governmental and other
charges have been paid in full and in a timely manner. Notwithstanding
the foregoing, Mortgagor may contest the validity or amount of any taxes
or governmental and other charges; provided that: (a) Mortgagor contests
the assessment of such taxes or governmental and other charges in good
faith and at Mortgagor's sole expense; (b) the contesting of such taxes
or governmental and other charges will not subject the Property to
forfeiture or sale; (c) Mortgagor provides Mortgagee with prior written
notice of Mortgagor's intent to contest such taxes or governmental and
other charges; and (d) Mortgagor provides Mortgagee with additional
collateral security or an appropriate bond in form and amount
satisfactory to Mortgagee for payment of the amount being contested.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Mortgagor agrees that Mortgagor's
possession and use of the Property shall be governed by the following
provisions:
USE OF PROPERTY. Mortgagor shall not use the Property and shall not
permit others to use the Property, for any purpose or purposes other
than those previously disclosed to Mortgagee in writing, and in no event
shall any of the Property be used in any manner that would damage,
depreciate, or diminish its value, or that may result in a cancellation
or termination of insurance coverage. Mortgagor additionally agrees not
to do or to suffer to be done anything which may increase the risk of
fire or other hazard to the Property or any part or parts thereof.
Mortgagor shall not suffer or permit the Property, or any portion
thereof, to be used by the public and others as such, without
restriction or in such manner as might impair Mortgagor's title to the
Property or any portion thereof, or in such manner as may make possible
a claim or claims of adverse usage, easement, servitude, right of way or
habitation, or adverse possession by the public and others, or any
implied, tacit or other dedication of the Property.
COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. Mortgagor shall observe
and abide by, and shall cause others to observe and abide by, all
present and future laws, ordinances, orders, rules, regulations,
restrictions, and requirements of all federal, state and municipal
governments, courts, departments, commissions, boards, agencies, and
officers, including, without limitation, all zoning and/or building
codes, environmental protection statutes, ordinances, regulations,
orders, judgments, decrees, and restrictions, which may be applicable to
the Property or any part or parts thereof and the sidewalks
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and curbs adjoining the Property, or the use or manner of use of the
Property, whether or not any such law, ordinance, order, rule,
regulation, restriction or requirement shall necessitate any structural
changes or improvements to the Property. Mortgagor shall have the right,
after prior written notice to Mortgagee, to contest by appropriate legal
proceedings diligently conducted in good faith, without cost or expense
to Mortgagee, the validity or applicability of any law, ordinance,
order, rule or regulation, or requirement of the nature referred to
above, and which does not subject Mortgagee to any civil or criminal
liability, subject to the following: (a) if by the terms of any such
law, ordinance, order, rule, regulation or requirement, compliance
therewith pending the prosecution of any such proceeding may legally be
delayed without incurring any lien or charge of any kind against the
Property, Mortgagor may delay compliance therewith until the final
determination of such proceeding; and (b) if any lien or charge against
the Property would arise by reason of any such delay, Mortgagor may,
nevertheless, contest any such law, ordinance, order, rule, regulation
or requirement and delay compliance therewith, provided that Mortgagor
(i) notifies Mortgagee in writing in advance of its intent to contest
the foregoing, (ii) furnishes to Mortgagee an appropriate bond or other
security satisfactory to Mortgagee against any loss or injury by reason
of such contest or delay, and (iii) prosecutes the contest with due
diligence. Notwithstanding the foregoing, if the contesting of the
validity or legality of any such law, ordinance, order, rule, regulation
or requirement may cause a breach of any of the terms, conditions and/or
covenants of any lease as to which Mortgagor may be a party, then
Mortgagor shall not have the right to delay compliance therewith.
Mortgagor shall further promptly perform and observe, and shall cause
others to promptly perform and observe, all the terms, covenants and
conditions of any requirements, instruments and agreements affecting the
Property, non-compliance with which may adversely affect the priority
of this Mortgage, or which may impose any duty or obligation upon
Mortgagor, or upon any lessee or other occupant of the Property.
Mortgagor shall further do and cause to be done all things necessary to
preserve intact and unimpaired any and all easements, servitudes,
appurtenances and other interests and rights in favor of, or
constituting any portion of, the Property.
COMPLIANCE WITH ENVIRONMENTAL LAWS. Mortgagor further makes the
following representations, covenants, and warranties, all of which are
subject to any exceptions that Mortgagor may have previously disclosed
in writing to Mortgagee, and which, to the extent that they deal with
representations of fact, are based on Mortgagor's present knowledge,
arrived at after reasonable inquiry.
(a) Use of Property and Facilities.
(i) Mortgagor will (A) use, handle, transport or store Hazardous
Materials as defined under any Environmental Law and (B) store or treat
nonhazardous wastes (1) in a good
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and prudent manner in the ordinary course of business, and (2) in
compliance with all applicable Environmental Laws.
(ii) Mortgagor will not conduct or allow to be conducted, in
violation of any Environmental Law, any business, operations or activity
on the Property, or employ or use the Property to generate, use, handle,
manufacture, treat, store, process, transport or dispose of any
Hazardous Materials, or any other substance which is prohibited,
controlled or regulated under applicable law, or which poses a threat or
nuisance to public safety, health or the environment or cause, or allow
to be caused, a known or suspected release of Hazardous Materials on,
under or from the Property.
(iii) Mortgagor will not do or permit any act or thing, business
or operation, that poses an unreasonable risk of harm, or impairs or may
impair the value of the Property, or any part thereof.
(b) Condition of Property.
(i) Mortgagor shall take all appropriate response action,
including any removal and remedial action, in the event of a release,
emission, discharge or disposal of Hazardous Materials in, on, under or
about the Property, so as to remain in compliance with Environmental Law
as hereinafter defined.
(ii) Underground tanks, ▇▇▇▇▇ (except domestic water ▇▇▇▇▇),
septic tanks, ponds, pits, or any other storage tanks (whether currently
in use or abandoned) on the Property, if any, are maintained and will
continue to be maintained in compliance with applicable Environmental
Law.
(c) Notice of Environmental Problem or Litigation.
Neither Mortgagor nor any of its tenants have given, nor were
they required to give, nor have they received, any notice, letter,
citation, order, warning, complaint, inquiry, claim or demand that: (i)
Mortgagor and/or any tenants have violated, or are about to violate, any
Environmental Law, judgment or order; (ii) there has been a release, or
there is a threat of release, of Hazardous Materials from the Property;
(iii) Mortgagor and/or any tenants may be or are liable, in whole or in
part, for the costs or cleaning up, remediating, removing or responding
to a release or threatened release of Hazardous Materials; (iv) the
Property is subject to a lien in favor of any governmental entity or any
liability, costs or damages, under any Environmental Law arising from or
costs incurred by such governmental entity in response to a release or a
threatened release of a Hazardous Material. Mortgagor further
represents and warrants that no conditions currently exist or are
currently reasonably foreseeable, that would subject Mortgagor to any
such investigation, litigation, administrative enforcement or any
damages, penalties,
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injunctive relief; or cleanup costs under any Environmental Law. In the
event of such notice, Mortgagor and any tenants shall immediately
provide a copy to Mortgagee.
(d) Right of Inspection.
Mortgagor hereby grants, and will cause any tenants to grant, to
Mortgagee, its agents, attorneys, employees, consultants, contractors,
successors and assigns, an irrevocable license and authorization, upon
reasonable notice, to enter upon and inspect the Property and faculties
thereon, and perform such tests, including without limitation,
subsurface testing, soils and groundwater testing, and other tests which
may physically invade the Property thereon, as Mortgagee, in its sole
discretion, determines are necessary to protect its security interest,
provided, however, that under no circumstances shall Mortgagee be
obligated to perform such inspections or tests.
(e) Indemnity.
Mortgagor agrees to indemnify and hold Mortgagee, its directors,
employees, agents, and its successors and assigns, harmless from and
against any and all claims, losses, damages, liabilities, fines,
penalties, charges, judgments, administrative orders, remedial action
requirements, enforcement actions of any kind, and all costs and
expenses incurred in connection therewith (including, but not limited
to, attorneys' fees and expenses) arising directly or indirectly, in
whole or in part, out of any failure of Mortgagor to comply with the
environmental representations, warranties and covenants contained
herein.
(f) Continuation of Representations and Warranties, Covenants and
Indemnities.
Mortgagor's representations, warranties, covenants and indemnities
contained herein shall survive the occurrence of any event whatsoever,
including without limitation, the satisfaction of the Note, the partial
release or release or foreclosure of this Mortgage, the acceptance by
Mortgagee of a deed in lieu of foreclosure, or any transfer or
abandonment of the Property.
(g) Corrective Action.
In the event Mortgagor is in breach of any of its
representations, warranties or agreements as set forth above, Mortgagor
at its sole expense, shall take all action required, including
environmental cleanup of the Property, to comply with the
representations, warranties and covenants herein or applicable legal
requirements and, in any event, shall take all action deemed necessary
under all applicable Environmental Laws.
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(h) Hazardous Materials Defined.
The term "Hazardous Materials" shall mean dangerous, toxic, or
hazardous pollutants, contaminants, chemicals, wastes, materials or
substances, as defined in or governed by the provisions of any
Environmental Law.
(i) Environmental Law Defined.
The term "Environmental Law" shall mean any federal, state or
local law, statute, ordinance, rule, regulation, administrative order
and permit now in effect or hereinafter enacted, pertaining to the
public health, safety, industrial hygiene, or the environmental
conditions on, under or about the Property.
ERISA. Mortgagor represents and warrants to Lender that the granting of
this Mortgage and the consummation of any loan or loans or other
transactions contemplated or secured hereby will not violate the
provisions of, and will not constitute a prohibited transaction under
the Employee Retirement Income Security Act of 1974 ("ERISA").
ALTERATIONS. All accessories, additions, modifications and fixtures
installed on or attached to the Property shall, without further action
by the parties hereto, automatically become additional Property subject
to this Mortgage.
ENCUMBRANCES. The following provisions relating to Encumbrances on the Property
are a part of this Mortgage.
FUTURE ENCUMBRANCES. Except to the extent permitted in the Guaranty,
Mortgagor shall not, without the prior written consent of Mortgagee,
grant any Encumbrance that may affect the Property, or any part or parts
thereof; nor shall Mortgagor permit or consent to any Encumbrance
attaching to or being filed against any of the Property in favor of
anyone other than Mortgagee. Mortgagor shall further promptly pay when
due all statements and charges of mechanics, materialmen, laborers and
others incurred in connection with the alteration, improvement, repair
and maintenance of the Property, or otherwise furnish appropriate
security or bond, so that no future Encumbrance may ever attach to or be
filed against the Property or any of Mortgagor's rights therein.
NOTICE OF ENCUMBRANCES. Mortgagor shall immediately notify Mortgagee in
writing upon the filing of any attachment, lien, judicial process,
claim, or other Encumbrance. Mortgagor additionally agrees to notify
Mortgagee immediately in writing upon the occurrence of any default, or
event that with the passage of time, failure to cure, or giving of
notice, might result in a default under any of Mortgagor's obligations
that may be secured by any presently existing or future Encumbrance, or
that might result in an Encumbrance affecting the Property, or should
any of the Property be seized or attached
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or levied upon, or threatened by seizure or attachment or levy, by any
person other than Mortgagee.
ADDITIONAL ADVANCES FOR SPECIFIC PURPOSES. Mortgagee shall have the right,
within Mortgagee's sole option and discretion, to make Additional Advances on
Mortgagor's behalf for the following purposes:
INSURANCE. If Mortgagor should for any reason fail to maintain
insurance on the Property as required under this Mortgage, Mortgagee may
make Additional Advances on Mortgagor's behalf for the purpose of
purchasing and maintaining, and Mortgagee may purchase and maintain such
insurance coverage (including insurance protecting only Mortgagee's
interests in the Property).
TAXES. If Mortgagor should for any reason fail to promptly pay when due
taxes, assessments and governmental and other charges as required under
this Mortgage, Mortgagee may make Additional Advances on Mortgagor's
behalf for the purpose of paying, and Mortgagee may pay, such taxes,
assessments and governmental and other charges.
REPAIRS. If Mortgagor should for any reason fail to make all necessary
repairs to the Property and to keep the Property in good working order
and condition as required under this Mortgage, Mortgagor agrees that
Mortgagee may make Additional Advances on Mortgagor's behalf for the
purpose of making, and Mortgagee may make, such repairs and maintenance
to the Property as Mortgagee may deem to be necessary and proper within
its sole discretion.
ENCUMBRANCES. If Mortgagor should permit or allow any Encumbrance to
attach to or be recorded or filed against the Property, without having
first obtained Mortgagee's prior written consent, or if Mortgagor should
for any reason default under any obligation secured by any presently
existing or future Encumbrance, Mortgagee may make Additional Advances
on Mortgagor's behalf and take such other action or actions as Mortgagee
may deem to be necessary and proper, within Mortgagee's sole discretion,
to pay and fully satisfy such obligation and/or Encumbrance, to cure or
rectify any such default or defaults, and to prevent the occurrence of
any future defaults.
OTHER. Mortgagee may further make Additional Advances on Mortgagor's
behalf and take such other action or actions as Mortgagee may deem to be
necessary and proper, within Mortgagee's sole discretion, to cure and
rectify any actions or inactions on Mortgagor's part, as are required
under this Mortgage, that are not listed immediately above.
NO OBLIGATIONS. Nothing under this Mortgage shall obligate Mortgagee to
make any such Additional Advances, or to take any of the above actions
on Mortgagor's behalf; or
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as making Mortgagee in any way responsible or liable for any loss,
damage or injury to Mortgagor, or to any other person or entity,
resulting from Mortgagee's election not to advance any such additional
sums or to take any such action or actions. In addition, Mortgagee's
election to make Additional Advances and/or to take any above action or
actions on Mortgagor's behalf, shall not constitute a waiver or
forbearance by Mortgagee of any Event of Default under this Mortgage.
OBLIGATION TO REPAY ADDITIONAL ADVANCES; INTEREST. Mortgagor unconditionally
agrees to repay any and all Additional Advances that Mortgagee may elect to
make on Mortgagor's behalf, together with interest as provided herein,
immediately upon demand by Mortgagee. Mortgagor further agrees to pay Mortgagee
interest on the amount of such Additional Advances at the default rate of
interest provided under the Note and Related Documents, from the date of each
such Advance until all such Advances are repaid in full. Mortgagor's
obligations to repay Additional Advances to Mortgagee, together with interest
thereon, shall be secured by this Mortgage.
CONDEMNATION. The following provisions relating to condemnation of the Property
are a part of this Mortgage.
NOTICE OF PROCEEDINGS. Mortgagor shall immediately notify Mortgagee in
writing should all or any material part of the Property become subject
to any condemnation or expropriation proceedings or other similar
proceedings, including without limitation, any condemnation,
confiscation, or temporary requisition or taking of the Property, or any
material part or parts thereof. Mortgagor further agrees to promptly
take such steps as may be necessary and/or proper within Mortgagee's
sole judgment and at Mortgagor's expense, to defend any such
condemnation or expropriation proceedings and obtain the proceeds
derived therefrom. Mortgagor shall not agree to any settlement or
compromise or any condemnation or expropriation claim with respect to
all or any material part of the Property without Mortgagee's prior
written consent.
MORTGAGEE'S PARTICIPATION. Mortgagee may, at its sole option, elect to
participate in any such condemnation or expropriation proceedings
represented by counsel of Mortgagee's choice. Mortgagor agrees to
provide Mortgagee with such documentation as Mortgagee may request to
permit Mortgagee to so participate and to reimburse Mortgagee for its
costs associated therewith, including Mortgagee's reasonable attorneys'
fees.
CONDUCT OF PROCEEDINGS. Should Mortgagor fail to defend any such
condemnation or expropriation proceedings to Mortgagee's satisfaction,
Mortgagee may undertake the defense of such a proceeding for and on
behalf of Mortgagor. To this end, Mortgagor hereby irrevocably appoints
Mortgagee as its agent and attorney-in-fact, such agency being coupled
with an interest, to bring, defend, adjudicate, settle, or otherwise
compromise such condemnation or expropriation claims; it being
understood, however, that, unless one or more Events of Default (other
than the condemnation or
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expropriation of the Property) then exist under this Mortgage, Mortgagee
will not agree to any final settlement or compromise of any such
condemnation or expropriation claim without the prior approval of
Mortgagor, which approval shall not be unreasonably withheld.
PROCEEDS. Mortgagee shall have the right to receive all proceeds derived
or to be derived from the condemnation, expropriation or any permanent
or temporary taking of the Property, or any part or parts thereof. In
the event that Mortgagor should receive any such condemnation proceeds,
Mortgagor agrees to immediately turn over and to pay such proceeds to
Mortgagee. All condemnation proceeds, which are received by, or which
are payable to either Mortgagor or Mortgagee, shall be applied, at
Mortgagee's sole option and discretion, and in such manner as Mortgagee
may determine (after payment of all reasonable costs, expenses and
attorneys' fees necessarily paid or incurred by Mortgagor and/or
Mortgagee), for the purpose of: (a) replacing or restoring the
condemned, expropriated, or taken Property; or (b) reducing the then
outstanding balance of the Indebtedness and any Additional Advances that
Mortgagee may have made on Mortgagor's behalf, together with interest
thereon, with such payments being applied in the manner provided in this
Mortgage. Mortgagee's receipt of such condemnation proceeds and the
application of such proceeds as provided herein shall not, however,
affect the lien of this Mortgage.
AFTER-ACQUIRED PROPERTY. Mortgagor will notify Mortgagee in writing promptly
following the acquisition or lease of any real (immovable) property or any
interest therein and will, prior to any such acquisition or lease, provide such
additional documents as Mortgagee require pursuant to this paragraph. Mortgagor
shall execute and/or deliver (and pay the cost of preparation and recording
thereof) to Mortgagee, upon demand, any further instrument or instruments so as
to evidence, reaffirm, correct, perfect, continue or preserve the obligations
of Mortgagor under this Mortgage, the Guaranty, the Note or the other Related
Documents, the collateral at any time securing or intended to secure the
Indebtedness, and the first and prior legal security title and interest of
Mortgagee to all or any part of the Property, whether now owned or hereafter
acquired or leased by Mortgagor. Upon any failure by Mortgagor to do so,
Mortgagee may make, execute, record, file, rerecord and/or refile any and all
such instruments for and in the name of Mortgagor, and Mortgagor hereby
irrevocably appoints Mortgagee the agent and attorney-in-fact of Mortgagor to
do so. The security title of this Mortgage and the security title created
hereby will automatically attach, without further act to all after-acquired or
leased property.
SECURITY AGREEMENT.
SECURITY AGREEMENT WITH REGARD TO PERSONAL PROPERTY. With respect to all
movable property (including, without limitation, all poles, posts,
crossarms, conduits, ducts, lines, whether underground or overhead or
otherwise, wires, cables, exchanges, switches (including, without
limitation, host switches and remote switches), desks, testboards,
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frames, racks, motors, generators, batteries and other items of central
office equipment, pay-stations, protectors, instruments, connectors and
appliances; all easements, rights-of-way, rights, satellite dishes,
towers, equipment; all monies and proceeds from the Property, including,
without limitation, from leases, subleases, tenant, contracts, rental
agreements, contracts, licenses and permits, rents, issues and profits
(including, without limitation, all rents, refunds, rebates, tenant
reimbursements, condemnation awards, and the proceeds of the sale of;
insurance on or other borrowings secured in whole or in part by any of
the Property); all claims and causes of action arising from or otherwise
related to any of the foregoing; all rights and judgments related to any
legal actions in connection with such claims or causes of action, and
all cash or other property or rights thereto relating to such claims or
causes of action), wheresoever located, now owned or leased or hereafter
acquired or leased by Mortgagor, this Mortgage is hereby made and
declared to be a security agreement encumbering each and every item of
such property included herein as a part of the Property, in compliance
with the provisions of the Uniform Commercial Code as enacted in the
State of Louisiana. Upon request by Mortgagee, at any time and from time
to time, a financing statement or statements reciting this Mortgage to
be a security agreement affecting all of such property shall be executed
by Mortgagor and Mortgagee and appropriately filed. The remedies for any
violation of the covenants, terms and conditions of the security
agreement contained in this Mortgage shall be (i) as prescribed herein,
or (ii) as prescribed by general law, or (iii) as prescribed by the
specific statutory consequences now or hereafter enacted and specified
in said Uniform Commercial Code, all at Mortgagee's sole election.
Mortgagor and Mortgagee agree that the filing of any such financing
statement or statements in the records normally having to do with
personal property shall not in any way affect the agreement of Mortgagor
and Mortgagee that everything owned by Mortgagor and used in connection
with the production of income from the Property or adapted for use
therein or which is described or reflected in this Mortgage is, and at
all times and for all purposes and in all proceedings, both legal and
equitable, shall be, regarded as part of the real estate conveyed hereby
regardless of whether (i) any such item is physically attached to the
improvements, (ii) serial numbers are used for the better identification
of certain items capable of being thus identified in any exhibit to this
Mortgage, or (iii) any such item is referred to or reflected in any such
financing statement or statements so filed at any time. Similarly, the
mention in any such financing statement or statements of the rights in
and to (i) the proceeds of any fire and/or hazard insurance policy, or
(ii) any award in eminent domain proceedings for a taking or for loss of
value, or (iii) Mortgagor's interest as lessor in any present or future
lease or rights to income growing out of the use and/or occupancy of the
Property, whether pursuant to lease or otherwise, shall not in any way
alter any of the rights of Mortgagee as determined by this Mortgage or
affect the priority of Mortgagee's security interest granted hereby or
by any other recorded document, it being understood and agreed that such
mention in such financing statement or statements is solely for the
protection of Mortgagee in the event any court shall at any time hold
with respect to the foregoing clauses (i), (ii) or (iii) of this
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sentence, that notice of Mortgagee's priority of interest, to be
effective against a particular class of persons, must be filed in the
Uniform Commercial Code records.
IDENTITY OF MORTGAGOR. Mortgagor warrants that (i) Mortgagor's (that is,
"Debtor's") name, identity or corporate structure and residence or
principal place of business are as set forth on Exhibit E hereto and
made a part hereof; (ii) Mortgagor (that is, "Debtor") has been using or
operating under said name, identity or corporate structure without
change for the time period set forth in the next paragraph; and (iii)
the location of the collateral is upon the Property. Mortgagor covenants
and agrees that Mortgagor will furnish Mortgagee with notice of any
change in the matters addressed by clauses (i) or (iii) of this
paragraph within thirty (30) days of the effective date of any such
change and Mortgagor will promptly execute any financing statements or
other instruments deemed necessary by Mortgagee to prevent any filed
financial statement from becoming misleading or losing its perfected
status.
COMPLIANCE. The information contained in this paragraph is provided in
order that this Mortgage shall comply with the requirements of the
Uniform Commercial Code, as enacted in the State of Louisiana, for
instruments to be filed as financing statements. The names of the
"Debtor" and the "Secured Party," the identity or corporate structure
and residence or principal place of business of "Debtor," and the time
period for which "Debtor" has been using or operating under said name
and identity or corporate structure without change, are as set forth in
Schedule 1 of Exhibit E attached hereto and by this reference made a
part hereof; the mailing address of the "Secured Party" from which
information concerning the security interest may be obtained, and the
mailing address of "Debtor," are as set forth in Schedule 2 of said
Exhibit E attached hereto; and a statement indicating the types, or
describing the items, of collateral is set forth hereinabove.
PROVISIONS REGARDING LEASEHOLD LEASES.
(a) Mortgagor will duly and punctually perform and comply with all of the
terms of the Leasehold Leases required to be performed and complied with
by the lessee or tenant therein, and will do all things necessary to
keep unimpaired its right in and to the Leasehold Leases and to prevent
any default thereunder or forfeiture or impairment thereof. Mortgagor
will not, except with the prior written consent of Mortgagee: (a)
cancel, terminate or surrender any Leasehold Lease, or consent to or
accept any cancellation or termination thereof; or permit any condition
or event to exist which would terminate or cancel the same or permit
such termination or cancellation; (b) materially amend, modify or
otherwise change any term of any Leasehold Lease; or (c) take any action
in connection with any Leasehold Lease which would have the effect of
impairing the value of Mortgagor's interest thereunder or of the
Property, or of impairing the interest of Mortgagee therein; provided,
however, that Mortgagor may do any of the foregoing without the prior
written
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consent of Mortgagee, in the ordinary course of its business so long as
(i) Mortgagor determines that such action is necessary or desirable in
the conduct of its business, (ii) no Event of Default, or event which
with the passage of time or the giving of notice or both, could become
an Event of Default, shall have occurred and be continuing or shall
occur as a result thereof and (iii) Mortgagor has substituted for such
Leasehold Lease other property not necessarily of the same character but
of at least equal value to Mortgagor as such Leasehold Lease and
subjected said substitute property to the lien hereof. As further
security for the repayment of the Indebtedness secured hereby and for
the performance of the covenants herein and contained in the Leasehold
Leases, Mortgagor hereby assigns to Mortgagee any and all of Mortgagor's
rights, privileges and prerogatives as lessee or tenant under any
Leasehold Lease or otherwise to terminate, cancel, modify, change,
supplement, alter, amend, renew or extend such Leasehold Lease, or to
purchase the Leased Property and any such termination, cancellation,
modification, change, supplement, alteration, amendment or extension of
such Leasehold Lease or purchase of such Leased Property, without the
prior written consent thereto by Mortgagee shall be void and of no force
and effect. No release of or forbearance to enforce any of Mortgagor's
obligations under any Leasehold Lease, pursuant to such Leasehold Lease
or otherwise, shall release Mortgagor from any of its obligations under
this Mortgage, including, without limitation, its obligations with
respect to payment of rent as provided for in such Leasehold Lease and
the performance of all of the terms, provisions, covenants, conditions
and agreements contained in such Leasehold Lease, to be kept, performed
and complied with by the lessee or tenant therein. Mortgagor shall
cause each Leasehold Lease to be renewed and to remain in effect or
shall make other arrangements, reasonably acceptable to Mortgagee, for
the lease of substitute space prior to the expiration of each such
Leasehold Lease so long as any amount secured hereby shall remain
outstanding. Mortgagor covenants and agrees that it shall provide
Mortgagee with written notice prior to leasing any such substitute space
and Mortgagor shall take all steps necessary to subject the lease of
such substitute space to the lien of this Mortgage.
(b) Mortgagor will deliver to Mortgagee, promptly upon receipt thereof;
copies of all notices, certificates, requests, demands and other
instruments furnished or delivered to or by Mortgagor under any
Leasehold Lease in any way relating to such Leasehold Lease or
Mortgagor's interest thereunder.
EVENTS OF DEFAULT. The following actions or inactions or both shall constitute
Events of Default under this Mortgage:
DEFAULT UNDER THE INDEBTEDNESS. Should Mortgagor or Borrower default in
the payment of principal or interest under any of the Indebtedness.
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DEFAULT UNDER THIS MORTGAGE. Should Mortgagor violate, or fail to comply
fully with any of the terms and conditions of this Mortgage, provided
that, other than with respect to violations of or failures to comply
with or defaults under the provisions of this Mortgage entitled
"Possession and Maintenance of Property" and "Encumbrances" as to which
no notice or grace period shall be applicable, such violation, failure
to comply or default shall continue for a period of thirty (30) days
after written notice specifying such default and requiring the same to
be remedied shall have been given to Mortgagor by Mortgagee.
DEFAULT UNDER OTHER AGREEMENTS. Should any event of default or breach of
covenant occur or exist under the Guaranty, the Loan Agreement or any
other Related Document.
FALSE STATEMENTS. Should any representation or warranty of Mortgagor
made in connection with the Indebtedness prove to be incorrect or
misleading in any material respect.
MORTGAGEE'S RIGHTS UPON DEFAULT. Should one or more Events of Default occur or
exist under this Mortgage, as provided above, subject to such filings and
consents as may be necessary under the applicable laws, rules and regulations
relating to public utilities, Mortgagee, at its option, may exercise any one or
more of the following rights and remedies, in addition to any other rights and
remedies provided by law:
ACCELERATION; FORECLOSURE. Mortgagee shall have the right, at its sole
option, to accelerate the maturity and demand immediate payment in full
of any and all of the Indebtedness. Mortgagee shall then have the right
to commence appropriate foreclosure proceedings against the Property as
provided in this Mortgage.
SEIZURE AND SALE OF PROPERTY. In the event that Mortgagee elects to
commence appropriate Louisiana foreclosure proceedings under this
Mortgage, Mortgagee may cause the Property, or any part or parts
thereof, to be immediately seized and sold, whether in term of court or
in vacation, under ordinary or executory process, in accordance with
applicable Louisiana law, to the highest bidder for cash, with or
without appraisement.
CONFESSION OF JUDGMENT. For purposes of foreclosure under Louisiana
executory process procedures, Mortgagor confesses judgment and
acknowledges to be indebted unto and in favor of Mortgagee, up to the
full amount of the Indebtedness, in principal, interest, costs,
expenses, attorneys' fees and other fees and charges. Mortgagor further
confesses judgment and acknowledges to be indebted unto and in favor of
Mortgagee in the amount of all Additional Advances that Mortgagee may
make on Mortgagor's behalf pursuant to this Mortgage, together with
interest thereon. To the extent permitted under applicable Louisiana
law, Mortgagor additionally waives: (a) the benefit of appraisal as
provided in Articles 2332, 2336, 2723 and 2724 of the Louisiana Code of
Civil Procedure,
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and all other laws with regard to appraisal upon judicial sale; (b) the
demand and three (3) days' delay as provided under Articles 2639 and
2721 of the Louisiana Code of Civil Procedure; (c) the notice of seizure
as provided under Articles 2293 and 2721 of the Louisiana Code of Civil
Procedure; (d) the three (3) days' delay provided under Articles 2331
and 2722 of the Louisiana Code of Civil Procedure; and (e) all other
benefits provided under Articles 2331, 2722 and 2723 of the Louisiana
Code of Civil Procedure and all other Articles not specifically
mentioned above.
KEEPER. Should any or all of the Property be seized as an incident to an
action for the recognition or enforcement of this Mortgage, by executory
process, sequestration, attachment, writ of fieri facias or otherwise,
Mortgagor hereby agrees that the court issuing any such order shall, if
requested by Mortgagee, appoint Mortgagee, or any agent designated by
Mortgagee, or any person or entity named by Mortgagee at the time such
seizure is requested, or any time thereafter, as Keeper of the Property
as provided under La. R.S. 9:5136, et seq. Such a Keeper shall be
entitled to reasonable compensation. Mortgagor agrees to pay the
reasonable fees of such Keeper, which are hereby fixed at $50.00 per
hour for each hour actually worked, which compensation to the Keeper
shall also be secured by this Mortgage in the form of an Additional
Advance as provided herein.
DECLARATION OF FACT. Should it become necessary for Mortgagee to
foreclose under this Mortgage, all declarations of fact, which are made
under an authentic act before a Notary Public in the presence of two
witnesses, by a person declaring such facts to lie within his or her
knowledge, shall constitute authentic evidence for purposes of executory
process and also for purposes of La. R.S. 9:3509.1, La. R.S.
9:3504(D)(6) and La. R.S. 10:9-508, where applicable.
SPECIFIC PERFORMANCE. Mortgagee may, in addition to the foregoing
remedies, or in lieu thereof; in Mortgagee's sole discretion, commence
an appropriate action against Mortgagor seeking specific performance of
any covenant contained herein, or in aid of the execution or enforcement
of any power herein granted.
CUMULATIVE REMEDIES. Mortgagee's remedies as provided herein shall be
cumulative in nature and nothing under this Mortgage shall be construed
as to limit or restrict the options and remedies available to Mortgagee
following any Event of Default, or to in any Way limit or restrict the
rights and ability of Mortgagee to proceed directly against Mortgagor
and/or against any guarantor, surety or endorser of the Indebtedness, or
to proceed against other collateral directly or indirectly securing any
such Indebtedness.
PROTECTION OF MORTGAGEE'S SECURITY RIGHTS. Mortgagor will be fully responsible
for any losses that Mortgagee may suffer as a result of anyone other than
Mortgagee asserting any rights or interest in or to the Property. Mortgagor
agrees to appear in and to defend all actions or proceedings purporting to
affect Mortgagee's security interests
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in any of the Property and any of the rights and powers granted Mortgagee
hereunder. In the event that Mortgagor fails to do what is required of it under
this Mortgage, or if any action or proceeding is commenced naming Mortgagee as
a party or affecting Mortgagee's security interests or the rights and powers
granted under this Mortgage, then Mortgagee may, without releasing Mortgagor
from any of its obligations under this Mortgage, do whatever Mortgagee believes
to be necessary and proper within its sole discretion to protect the security
of this Mortgage, including without limitation making Additional Advances on
Mortgagor's behalf as provided herein. Should the reappraisal of the Property
occur, whether to comply with appropriate regulatory requirements or otherwise,
Mortgagor agrees to pay the costs of such appraisal or reappraisals or to
reimburse Mortgagee for the costs thereof.
INDEMNIFICATION OF MORTGAGEE. Mortgagor agrees to indemnify, to defend and to
save and hold Mortgagee harmless from any and all claims, suits, obligations,
damages, losses, costs, expenses (including, without limitation, Mortgagee's
attorney's fees), demands, liabilities, penalties, fines and forfeitures of any
nature whatsoever that may be asserted against or incurred by Mortgagee, its
officers, directors, employees, and agents arising out of or in any manner
occasioned by this Mortgage and the exercise of the rights and remedies granted
Mortgagee hereunder, as well as by: (a) the ownership, use, operation,
construction, renovation, demolition, preservation, management, repair,
condition, or maintenance of any part of the Property; (b) any failure of
Mortgagor to perform any of its obligations hereunder; and/or (c) any failure
of Mortgagor to comply with the environmental and ERISA obligations,
representations and warranties set forth herein. The foregoing indemnity
provisions shall survive the cancellation of this Mortgage as to all matters
arising or accruing prior to such cancellation and the foregoing indemnity
shall survive in the event that Mortgagee elects to exercise any of the
remedies as provided under this Mortgage following default hereunder. The
indemnity obligations of Mortgagor under this section shall not in any way be
affected by the presence or absence of covering insurance, or by the amount of
such insurance or by the failure or refusal of any insurance carrier to perform
any obligation on its part under any insurance policy or policies affecting the
Property and/or Mortgagor's business activities. Should any claim, action or
proceeding be made or brought against Mortgagee by reason of any event as to
which Mortgagor's indemnification obligations apply, then, upon demand by
Mortgagee, Mortgagor, at its sole cost and expense, shall defend such claim,
action or proceeding in Mortgagor's name, if necessary, by the attorneys for
Mortgagor's insurance carrier (if such claim, action or proceeding is covered
by insurance), or otherwise by such attorneys as Mortgagee shall approve.
Mortgagee may also engage its own attorneys at its reasonable discretion to
defend Mortgagee and to assist in its defense and Mortgagor agrees to pay the
fees and disbursements of such attorneys.
EXECUTION OF ADDITIONAL DOCUMENTS. Mortgagor agrees to execute all additional
documents, instruments and agreements that Mortgagee may deem to be necessary
and proper, within its sole discretion, in form and substance satisfactory to
Mortgagee, to keep this Mortgage in effect, to better reflect the true intent
of the parties to this Mortgage, and
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MORTGAGE Page 23
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to consummate fully all of the transactions contemplated hereby and by any
other agreement, instrument or document heretofore, now or at any time or times
hereafter executed by Mortgagor and delivered to Mortgagee.
ESTOPPEL CERTIFICATE. Within ten (10) calendar days after being requested to do
so by Mortgagee, Mortgagor will execute and deliver to Mortgagee an estoppel
certificate identifying this Mortgage and the Indebtedness secured hereby, and
all documents and instruments executed in connection herewith and therewith,
and acknowledging the status of this Mortgage, and further acknowledging and
agreeing to such notice provisions and other matters as may be reasonably
required by Mortgagee.
APPLICATION OF PAYMENTS. Mortgagor agrees that all payments and other sums and
amounts received by Mortgagee under the Indebtedness or under this Mortgage,
shall be applied: first, to reimburse Mortgagee for its costs of collecting the
same (including, but not limited to, reimbursement of Mortgagee's reasonable
attorney's fees); second, to the repayment of interest on all Additional
Advances that Mortgagee may have made on Mortgagor's behalf pursuant to this
Mortgage; third, to the payment of principal of all such Additional Advances;
and finally, to the payment of principal and interest on the Indebtedness then
outstanding, which may be applied in such order and priority as Mortgagee may
determine within its sole discretion.
TAXATION. In the event that there should be any change in law with regard to
taxation of mortgages or the debts they secure, Mortgagor agrees to pay any
taxes, assessments or charges that may be imposed upon Mortgagee as a result of
this Mortgage. Mortgagor further agrees to promptly pay when due, or if, at
Mortgagee's option, Mortgagee has paid them on Mortgagor's behalf, to promptly
reimburse Mortgagee for, all sales, use, excise, stamp, personal property and
other taxes, assessments and governmental charges, however designated, any
amounts in lieu of such taxes, assessments and charges, and any penalties and
interest on any of the foregoing, imposed, levied or based upon or in
connection with (a) the purchase, ownership, use, or financing of any of the
Property, (b) receipts by Mortgagee with respect to the Indebtedness, or (c)
this Mortgage or any instrument or instruments evidencing the Indebtedness, or
the filing or recording of any thereof, whether the same may be payable by or
assessed to Mortgagee or Mortgagor and whether assessed during or after the
expiration of this Mortgage (excluding, however, any tax on or measured by
Mortgagee's net income), and Mortgagor shall hold and save Mortgagee free and
harmless therefrom.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Mortgage:
WAIVERS. In granting this Mortgage, Mortgagor waives any homestead and
other exemptions from seizure with regard to the Property to which
Mortgagor may be entitled under the laws of the State of Louisiana.
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EFFECT OF WAIVERS. Any failure or delay on the part of the Mortgagee to
exercise any of the rights and remedies granted under this Mortgage or
under any other agreement or agreements by and between Mortgagor and
Mortgagee, shall not have the effect of waiving any of Mortgagee's
rights and remedies. Any partial exercise of any rights and remedies
granted to Mortgagee shall furthermore not constitute a waiver of any of
Mortgagee's other rights and remedies; it being Mortgagor's intent and
agreement that all of Mortgagee's rights and remedies shall be
cumulative in nature. Furthermore, any failure on the part of Mortgagee
at any time or times hereafter to require strict performance by
Mortgagor of any of the provisions, warranties, terms and conditions
contained herein or in any other agreement, document or instrument now
or hereafter executed by Mortgagor and delivered to Mortgagee, shall not
waive, affect, or diminish the rights of Mortgagee to thereafter demand
strict compliance and performance therewith and with respect to all
other provisions, warranties, terms and conditions contained herein or
therein. None of the warranties, conditions, provisions and terms
contained in this Mortgage or any other agreement, document, or
instrument now or hereafter executed by Mortgagor and delivered to
Mortgagee, shall be deemed to have been waived by any act or knowledge
of Mortgagee, its agents, directors, officers or employees; but only by
an instrument in writing specifying such waiver, signed by a duly
authorized officer of Mortgagee and delivered to Mortgagor. A waiver or
forbearance on the part of Mortgagee as to one Event of Default shall
not constitute a waiver or forbearance as to any other or subsequent
default.
SUCCESSORS AND ASSIGNS BOUND. Mortgagor's obligations and agreements
under this Mortgage shall be binding upon Mortgagor's successors and
assigns.
CAPTION HEADINGS. Caption headings of the sections of this Mortgage are
for convenience purposes only and are not to be used to interpret or to
define their provisions. In this Mortgage, whenever the context so
requires, the singular includes the plural and the plural also includes
the singular.
GOVERNING LAW. This Mortgage shall be governed and construed in
accordance with the laws of the State of Louisiana.
SEVERABILITY. If any provision of this Mortgage is held to be invalid,
illegal or unenforceable by any court, that provision shall be deleted
from this Mortgage and the balance of this Mortgage shall be interpreted
as if the deleted provision never existed.
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):
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MORTGAGE Page 25
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As to Mortgagor: Mercury Cellular Telephone Company
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
P.O. Drawer 3104
Lake Charles, LA 70602-3104
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇; cc: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
As to Mortgagee: National Bank for Cooperatives
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Rural Utility Banking Group
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
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.
SOLE DISCRETION OF MORTGAGEE. Whenever Mortgagee's consent or approval
is required under this Mortgage, the decision as to whether or not to
consent or approve shall be in the sole and exclusive discretion of
Mortgagee, and Mortgagee's decision shall be final and conclusive.
WAIVER OF CERTIFICATES. The parties to this Mortgage hereby waive the
production of mortgage, conveyance, tax, paving, chattel mortgage, assignment
of accounts, and all other certificates and relieve and release the Notary
before whom this Mortgage was passed from all responsibilities and liabilities
in connection therewith.
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THUS DONE AND PASSED, ON THE DAY, MONTH AND YEAR FIRST WRITTEN ABOVE, IN THE
PRESENCE OF THE UNDERSIGNED NOTARY AND THE UNDERSIGNED COMPETENT WITNESSES, WHO
HEREUNTO SIGN THEIR NAMES WITH MORTGAGOR AFTER READING OF THE WHOLE.
WITNESS: MORTGAGOR:
MERCURY CELLULAR TELEPHONE COMPANY
X /s/ ▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------ ---------------------------------
X /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------ Title: President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
/s/ ▇▇▇▇▇▇ ▇▇▇▇
------------------------------
NOTARY PUBLIC
MY COMMISSION EXPIRES AT DEATH
[NOTARIAL SEAL]
27
EXHIBIT "A"
MERCURY CELLULAR TELEPHONE COMPANY MORTGAGE List of all real
property owned, parish location and legal description.
1. ▇▇▇▇▇ ▇▇▇▇▇▇:
KINDER
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Beginning at the intersection of existing fences used for the Southeast
corner of the Northeast Quarter of Southwest Quarter (NE/2 of SW/4),
Section 7, Township 6 South, Range 4 West, thence North 1 degree 26
minutes East 440.0 feet; thence West 440.0 feet: thence South l degree
26 minutes West 440.0 feet; thence East 440.0 feet to the point of
beginning.
2. ▇▇▇▇▇▇▇▇▇▇ PARISH:
RAGLEY
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
A part of the Southeast 1/4 of the Southeast 1/4 of the Northeast 1/4 of
Section 24, Township 6 South, Range 9 West, ▇▇▇▇▇▇▇▇▇▇ Parish,
Louisiana, described as follows; Commence at the Southeast corner of said
SE 1/4-SE 1/4, thence S 89 degrees 17 minutes 38 seconds W along the
South line of said SE 1/4-SE 1/4 NE 1/4, 280.0 feet to the Point of
Beginning thence N 0 degrees 14 minutes 17 seconds E - 320.27 feet;
thence N 89 degrees 17 minutes 38 seconds E - 40.66 feet, thence N 0
degrees 15 minutes 46 seconds E - 119.73 feet; thence S 89 degrees 17
minutes 40 seconds W - 440 feet to the West line of said SE 1/4-SE
1/4-NE 1/4; thence S 0 degrees 15 minutes 48 seconds W along said West
line, 335.65 feet; thence N 89 degrees 17 minutes 40 seconds E - 208.71
feet; thence S 0 degrees 15 minutes 48 seconds W - 104.35 feet to the
South line of said SE 1/4 of SE 1/4 of NE 1/4; thence N 89 degrees 17
minutes 40 seconds E along said South line, 191.07 feet to the point of
beginning, containing 3.636 acres.
3. CALCASIEU PARISH:
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Beginning 20 feet West of the Northeast Corner of the Northeast Quarter
of the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ 10 West,
thence West 375 feet, thence South 375, thence East 375 feet, thence
North 375 feet to the point of commencement, together with all
improvements thereon situated.
28
EXHIBIT "C"
MERCURY CELLULAR TELEPHONE COMPANY MORTGAGE
LEGAL DESCRIPTION OF LEASED PROPERTIES
▇▇▇▇▇▇▇▇▇▇ PARISH:
DERIDDER - TOWER - INTERNATIONAL PAPER
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
A part of the West 1/2 of the Southeast 1/4 of Section 3, Township 3
South, Range 9 West, ▇▇▇▇▇▇▇▇▇▇ Parish, Louisiana, described as follows;
Commence at the Southeast corner of said West 1/2 of Southeast 1/4 thence
N 0 degrees 54' W along the East line of said W 1/2 of SE 1/4 1281.29
feet; thence S 89 degrees 06' W - 30 feet to the Point of Beginning of
the herein described tract; thence S 89 degrees ▇▇ ▇ - ▇▇▇.▇ feet; thence
N 0 degrees 54' W - 575.0 feet; thence N 89 degrees 06' E 565.0 feet;
thence S 0 degrees 54' E - 575.0 feet to the Point of Beginning.
MERRYVILLE - TOWER - BOISE SOUTHERN COMPANY
12014 Highway 190, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇, ▇▇▇▇: Section 35-The S/2 of S/2 of ▇▇/▇ ▇▇ ▇▇/▇. ▇▇▇, ▇▇▇▇: Section
2 - That part of the NE/4 of NE/4 lying North of Louisiana State Highway
190 and East of current lease to Merryville VFW Post. Said real property
to be used for radio tower construction shall not exceed 3.0 acres in
size upon final survey by licensed Louisiana surveyor.
CALCASIEU PARISH:
SULPHUR - RETAIL STORE - ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Commencing at
a point on the Westerly Boundary of ▇▇▇ ▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
subdivision in Section 31, Township 9 South, Range 9 West, Louisiana
Meridian, said point located North 15 degrees 57 minutes West a distance
of 150 feet from the Southwest corner of said Lot 2; thence North 15
degrees 57 minutes West a distance of 419.4 feet to TSRC concrete
monument marked 4-A at the Northwest corner of ▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Subdivision, and said point also being on the South line
of West ▇▇▇ of said Beverley Hills Subdivision, thence South 89 degrees
54 minutes 30 seconds West at right angles to East right-of-way line of
State Highway 108 a distance of 108.4 feet more or less to the North and
South center line of said Section 31; thence South 0 degrees 0 minutes
and 22 seconds West along said North and South Center line of said
Section 31 a distance of 403.44 feet more or less to the North deed
dated December 24, 1968, and recorded in the files of Calcasieu Parish
under File Number
29
1124390; thence North 80 degrees 54 minutes 30 seconds East along said
North line of said tract sold to vendor, a distance of 224.53 feet more
or less to the West line of said ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Subdivision and to the point of commencement.
SULPHUR - TOWER - ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Commencing 175 feet West of the Northeast Corner of the Northwest Quarter
of the Southwest Quarter (NW 1/4 of SW 1/4) Section 35, Township Nine
(9) South, Range Ten (10) West, thence South 275 feet, thence East 300
feet, thence North 151 feet, thence West 145 feet, thence North to the
North line of the Northwest
LAKE ▇▇▇▇▇▇▇ - RETAIL STORE - MERCURY, INC.
Lot Thirty-Five (35) of Block One (1) of Plat No. 2 of Southton, a
subdivision of the Northwest Quarter of the Northeast Quarter (NW 1/4 of
NE 1/4) and the Northeast Quarter of the Northwest Quarter (NE 1/4 of NW
1/4) of Section 18, Township 10 South, Range 8 West, as per plat
recorded in Plat Book 3, page 174, records of Calcasieu Parish,
Louisiana, together with all buildings and other improvements located
thereon, but subject to all rights, title and interest conveyed to the
State of Louisiana, Department of Highways, as per act of sale dated
January 7, 1969, recorded under Clerk's File No. 1126518, in Conveyance
Book 1064, page 600.
LAKE ▇▇▇▇▇▇▇-CMNB TOWER - TOWER - CAMERON TELEPHONE COMPANY
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
That certain tract or parcel of land situated in the City of Lake
▇▇▇▇▇▇▇, Calcasieu Parish, State of Louisiana, being that tract of land
bounded by ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and North Lakeshore Drive (Formerly
U.S. Highway 90, now Louisiana State Highway No. 385) and more
particularly described as follows:
Beginning at the point of intersection of the North line of Division
Street, now abandoned, with West line of Front Street; thence North 008'
East along said West line of Front Street 393.55 feet to the South line
of Mill Street; thence North 89 degrees 59' West along said South line
of Mill Street 371.91 feet to the East right-of-way line of North
Lakeshore Drive (formerly U.S. Highway 90, now Louisiana State Highway
No. 385); thence following the East right-of-way line of North Lakeshore
Drive the following courses and distances:
South 4 degrees 40' East 362.43 feet to a point of curve; Thence
Southeasterly 287.26 feet along the arc of a curve to the left, said
curve having a radius of 278.38 feet and the long chord bearing being
South 3413' 40" East 274.69 feet to a point; Thence South 7915' East
172.27 feet to the intersection of the North line of North Lakeshore
Drive with the West line of Front Street; Thence North 253' 45" East
along said West line of Front Street 179.98
2
30
feet to the South line of Division Street, now abandoned; thence North
10 degrees 22' 55" East along said West line of Front Street 48.25 feet
to the intersection of the North line Division Street, now abandoned,
with the West line of Front Street, the point of beginning.
LAKE ▇▇▇▇▇▇▇-CMNB TOWER - OFFICE - MERCURY, INC.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
That certain tract or parcel of land situated in the City of Lake
▇▇▇▇▇▇▇, Calcasieu Parish, State of Louisiana, being that tract of land
bounded by ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and North Lakeshore Drive (Formerly
U.S. Highway 90, now Louisiana State Highway No. 385) and more
particularly described as follows:
Beginning at the point of intersection of the North line of Division
Street, now abandoned, with West line of Front Street; thence North 008'
East along said West line of Front Street 393.55 feet to the South line
of Mill Street; thence North 89 degrees 59' West along said South line of
Mill Street 371.91 feet to the East right-of-way line of North Lakeshore
Drive (formerly U.S. Highway 90, now Louisiana State Highway No. 385);
thence following the East right-of-way line of North Lakeshore Drive the
following courses and distances:
South 4 degrees 40' East 362.43 feet to a point of curve; Thence
Southeasterly 287.26 feet along the arc of a curve to the left, said
curve having a radius of 278.38 feet and the long chord bearing being
South 3413' 40" East 274.69 feet to a point; Thence South 7915' East
172.27 feet to the intersection of the North line of North Lakeshore
Drive with the West line of Front Street; Thence North 253' 45" East
along said West line of Front Street 179.98 feet to the South line of
Division Street, now abandoned; thence North 10 degrees 22' 55" East
along said West line of Front Street 48.25 feet to the intersection of
the North line Division Street, now abandoned, with the West line of
Front Street, the point of beginning.
CAMERON PARISH:
GRAND ▇▇▇▇▇▇▇ - TOWER - ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To find the place of beginning, commence at the Southeast corner of
irregular ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 5 West, Cameron Parish,
Louisiana, thence North 72 degrees 54 minutes 20 seconds West, a
distance of 211.51 feet to a point, thence North 10 degrees 28 minutes
00 seconds East, a distance of 981.10 feet to a point, thence South 72
degrees 08 minutes 16 seconds East, a distance of 12.38 feet to a point,
thence South 72 degrees 08 minutes 54 seconds East, a distance of 335.89
feet to a point for the place of beginning, thence South 72 degrees 08
minutes 54 seconds East, a distance of 55.81 feet to a point, thence
North 10 degrees 31 minutes 03 seconds East, a distance of 390.76 feet
to a point, thence 67
3
31
degrees 55 minutes 16 seconds West, a distance of 42.29 feet to a point,
thence South 12 degrees 33 minutes 06 seconds West, a distance of 392.36
feet to the place of beginning containing 18,997 square feet or 0.4361
acres. The above described parcel is situated in irregular Section 43,
Township 15 South, Range 5 West, Cameron Parish, Louisiana.
GRAND ▇▇▇▇▇▇▇ - TOWER - ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To find the place of beginning, commence at the Southeast corner of
irregular ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 5 West, Cameron Parish,
Louisiana, thence North 72 degrees 54 minutes 20 seconds West, a
distance of 211.51 feet to a point, thence North 10 degrees 28 minutes
00 seconds East, a distance of 981.10 feet to a point, thence South 72
degrees 08 minutes 16 seconds East, a distance of 12.38 feet to a point,
thence South 72 degrees 08 minutes 54 seconds East, a distance of 335.89
feet to a point for the place of beginning, thence South 72 degrees 08
minutes 54 seconds East, a distance of 55.81 feet to a point, thence
North 10 degrees 31 minutes 03 seconds East, a distance of 390.76 feet
to a point, thence 67 degrees 55 minutes 16 seconds West, a distance of
42.29 feet to a point, thence South 12 degrees 33 minutes 06 seconds
West, a distance of 392.36 feet to the place of beginning containing
18,997 square feet or 0.4361 acres. The above described parcel is
situated in irregular Section 43, Township 15 South, Range 5 West,
Cameron Parish, Louisiana.
CAMERON - TOWER - MERCURY, INC.
▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
All that certain lot or parcel of land situated in the Parish of
Cameron, State of Louisiana, described in a certain deed, dated July 1,
1970, executed by Mercury, Inc., and recorded in the office of the Clerk
and Ex-Officio Recorder for Cameron Parish, July 22, 1970, recorded in
Conveyance Book 267, File No. 122953, to-wit:
Beginning at a point 360 feet North of the Southwest corner of Lot Twelve
(12) or irregular ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (▇▇) ▇▇▇▇▇, ▇▇▇▇▇ Nine
(9) West, Louisiana Meridian; thence running North along the West line of
Lot Twelve (12) or irregular Section 45, a distance of 240 feet, thence
running East 120 feet, thence running South 240 feet, thence running West
120 feet to the point of beginning with all buildings and improvements
situated thereon, and all furniture, fixtures and equipment that are
situated therein
▇▇▇▇▇▇▇ BAYOU - TOWER - ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
To find the place of beginning, commence at the Northeast corner of the
Northwest quarter of the Southwest quarter of ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇
▇
▇▇
▇▇▇▇▇, ▇▇▇▇▇ 14 West, Cameron Parish, Louisiana. Thence North 88
degrees 37 minutes 11 seconds West, a distance of 105.23 feet to a
point; thence South 1 degree 22 minutes 49 seconds West, a distance of
21.70 feet to a point for the place of beginning; thence North 84
degrees 03 minutes 39 seconds West, a distance of 308.00 feet to a
point; thence South 1 degree 22 minutes 49 seconds West, a distance of
356.00 feet to a point; thence South 84 degrees 03 minutes 39 seconds
East, a distance of 308.00 feet to a point feet to a point; thence North
1 degree 22 minutes 49 seconds East, a distance of 356.00 feet to the
place of beginning containing 109301.09 square feet or 2.5092 acres.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ PARISH:
JENNINGS - RETAIL STORE - ▇▇▇▇▇ ▇▇▇▇▇▇
Beg 30' W & 30' S of NE cor of SESW 34-9-3, W220' S208.7' E220;
N208.7' 487-59691
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇:
LEESVILLE - TOWER - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
A part of the East 1/2 of the Southeast 1/4 of Section 10, Township 2
North, Range 9 West, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Louisiana, described as follows;
Commence at the Southeast corner of said Section 10, thence N 0 degrees
19' E along the East line of said Section 10 a distance of 853.12 feet;
thence N 89 degrees 33' W, 285.6 feet to the Point of Beginning; thence
continue N 89 degrees 33' W - 580 feet; thence N 0 degrees 19' W - 580
feet thence S 89 degrees 33' E - 580 feet; thence S 0 degrees 19' E 580
feet to the Point of Beginning.
FORT POLK - TOWER
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Corner of 4th Street and Alabama
LEESVILLE - EQUIPMENT ON TOWER - PENE BROADCASTING
Latitude N31 degrees 08' 28" and ▇▇▇▇▇▇▇▇▇ ▇▇▇ degrees 17' 44".
LEESVILLE - RETAIL STORE - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Beginning at the Northwest Corner of Lot 7, ▇▇▇▇▇ Addition, running
South along the West line in a Southerly direction of Lot 7, 347.16 ft.
from the Point of Beginning. Thence East 239.9 feet to the West Right
of Way line of Highway 171, North 12 degrees 06 minutes East along the
side Right of Way 100 feet, West 350 feet, South 12 degrees 6 minutes
West parallel with the West Right of Way of Highway 100 feet,
5
33
East 110.1 feet to the Point of Beginning. Beginning at the Northwest
corner of lot 7 of ▇▇▇▇▇ Addition running East 315 feet to the West Right
of Way line of US Highway 171 thence South 12 degrees 06 minutes West
153.64 feet to the Point of Beginning, thence West 350 feet, South 12
degrees 06 minutes West 100 feet, East 350 feet to the West Right of Way
line of US Highway 171, North 12 degrees 06 minutes East 100 feet to the
Point of Beginning. Beginning 99.45 feet East of the Northwest corner of
the Southwest quarter of the Northwest Section 26, Township 2 North
Range 9 West at a point on the North line of Lot 6 of ▇▇▇▇▇ Addition
thence South 0 degrees 33 minutes West 359.7 feet, East 255.4 feet,
North 12.54 feet along the East line in a southerly direction of ▇▇▇ ▇,
▇▇▇▇ ▇▇▇.▇ feet, North 12 degrees 06 minutes East 200 feet, East 350
feet to West Right of Way line of US Highway 171, North 12 degrees 06
minutes East 153. 64 feet along a southerly direction line to the North
line of Lot 7 West along the North Line of Lots 7 & 6 in a southerly
direction 565.35 ft to the Point of Beginning, less lot sold. ▇▇▇ ▇,
▇▇▇▇▇ ▇▇, also South 35 feet of Franklin Street (abandoned) which
adjoins the North line of ▇▇▇ ▇, ▇▇▇▇▇ ▇ ▇▇▇▇ ▇ & ▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇-▇▇▇
Addition #2. Also all the dedicated BU not opened at West ▇▇▇ ▇▇▇▇▇▇
lying South of Franklin Avenue and that portion of the alley between
▇▇▇▇ ▇ & ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Avenue.
6
34
EXHIBIT "D"
MERCURY CELLULAR TELEPHONE COMPANY MORTGAGE
PERMITTED TITLE EXCEPTIONS
1. All nonmaterial encumbrances of record which do not adversely affect the
use of such real property for the purposes for which such real property is
currently being used and the lien for ad valorem taxes not yet due and payable
but expressly excluding any mortgage, security agreement, judgement lien,
mechanics or materialmen's lien, or any other lien securing a financial
obligation of Mercury Cellular Telephone Company.
2. All security interest in favor of Northern Telecom Finance Corporation.
3. All security interest in favor of Audiovox South Corporation.
35
EXHIBIT E
Schedule 1
(Description of "Debtor" and "Secured Party")
A. Debtor
1. Name and Identity or Corporate Structure:
Mercury Cellular Telephone Company, a Louisiana corporation
2. The principal place of business of Debtor in the State of
Louisiana is as follows:
Mercury Cellular Telephone Company
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
P.O. Drawer 3104
Lake Charles, LA 70602-3104
3. Debtor has been using or operating under said name and identity
or corporate structure without change since May 29, 1987.
B. Secured Party:
CoBank, ACB
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Schedule 2
(Notice of Mailing Addresses of "Debtor" and "Secured Party")
A. The mailing address of Debtor is:
Mercury Telephone Company
▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
P.O. Drawer 3104
Lake Charles, LA 70602-3104
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇; cc: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
36
B. The mailing address of Secured Party is:
CoBank, ACB
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Rural Utility Banking Group
