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EXHIBIT 4.60
MCK
LOAN NO. T0364
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Security Agreement") is made and entered
into as of April 5,1995, by and between MERCURY CELLULAR OF KANSAS, INC. (the
"Debtor") having its place of business (or chief executive office if more than
one place of business) located at [P.O. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇] and whose taxpayer identification number is [__________], and COBANK,
ACB (the "Secured Party"), whose mailing address is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
SECTION 1. GRANT OF SECURITY INTEREST. For valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Debtor hereby
grants to the Secured Party a security interest in all of the following
property, wherever located and whether now existing or hereafter acquired,
together with all accessions and additions thereto, and all products and
proceeds thereof:
accounts; inventory (including, without limitation, returned or
repossessed goods); chattel paper; instruments (including, without
limitation, certificated securities); letters of credit; contracts and
contract rights; leases; documents; equipment (including, without
limitation, telecommunications and radio transmitting and receiving
equipment, antennae, towers, microwave communication equipment,
machinery, computers, parts, tools, implements, poles, posts,
cross-arms, conduits, ducts, lines (whether underground or overhead or
otherwise), wires, cables, exchanges, switches (including, without
limitation, host switches and remote switches), desks, testboards,
racks, frames, motors, generators, batteries, items of central office
equipment, pay-stations, protectors, subscriber equipment, instruments,
connections and appliances, office furniture and equipment and work
equipment and any and all other equipment used, useful or acquired for
use in the business of the Debtor or the operation of the Debtor's
properties); fixtures; general intangibles (including, without
limitation, permits, licenses, grants, franchises, privileges,
permissions, certificates and choses or things in action, litigation
rights and resulting judgments, goodwill, patents, trademarks and other
intellectual property, tax refunds, miscellaneous rights to payment,
entitlements, uncertificated investment securities and investments,
margin accounts, computer programs, invoices, books, records and other
information relating to or arising out of the Debtor's business, and, to
the extent permitted by law, all licenses and permits issued by the
Federal Communications Commission (the "FCC")); and, to the extent not
covered by the above, all other personal property of, the Debtor of
every type and description, including, without limitation, interests or
claims in or under any policy of insurance, tort claims, deposit
accounts, money, and judgments; provided, however, that no security
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Security Agreement/Mercury Cellular of Kansas
Loan No. T0364
deposit accounts, money, and judgments; provided, however, that no
security interest is granted in licenses, permits, leases, franchises,
privileges, permissions and grants which by their terms or by reason of
applicable law would become void or voidable if a security interest
therein were granted or if the granting of a security interest therein
would violate any law, rule, regulation or order of any governmental
body or regulatory authority (collectively, the "Collateral").
Where applicable, all terms used herein shall have the same meaning as set
forth in the Uniform Commercial Code as codified at Title __ of the [KANSAS
STATUTES], as amended (the "UCC").
SECTION 2. OBLIGATIONS. The security interest granted hereunder shall
secure the following obligations (the "Obligations"): (a) all payments or
performances to be made by the Debtor under the "Loan Documents" as defined in
that certain Loan Agreement, dated as of even date herewith, between the Debtor
and the Secured Party (as the same may be amended, supplemented, extended or
restated from time to time, the "Loan Agreement"), including, without
limitation, the payment of all principal, interest and other amounts becoming
due and payable, whether by acceleration or otherwise, under that certain
Promissory Note, dated of even date herewith, made by the Debtor to the order
of the Secured Party in the original principal amount of $17,100,000 (as the
same may be amended, supplemented, extended, renewed or replaced from time to
time, the "Note"); and (b) the payment of all other indebtedness and the
performance of all other obligations of the Debtor to the Secured Party of
every type and description, whether now existing or hereafter arising, fixed or
contingent, as primary obligor or as a guarantor or surety, acquired directly
or by assignment or otherwise, liquidated or unliquidated, regardless of how
they arise or by what agreement or instrument they may be evidenced, including,
without limitation, all loans, advances and other extensions of credit and all
covenants, agreements, and provisions contained in all loan and other
agreements between the parties. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Loan
Agreement.
SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Debtor
represents, warrants and covenants as follows:
(A) OWNERSHIP OF COLLATERAL. Except for any security interest
in favor of the Secured Party, the Debtor owns and possesses all of the
Collateral free and clear of all adverse claims, interests, liens,
encumbrances, or other defects. Without the prior written consent of the
Secured Party, the Debtor shall not create or permit the existence of any
adverse claim, interest, lien, or other encumbrance against any of the
Collateral, except as expressly permitted by the Loan Documents. The Debtor
shall provide prompt written
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Security Agreement/Mercury Cellular of Kansas
Loan No. T0364
notice to the Secured Party upon learning of any future adverse claim,
interest, lien, or encumbrance against any of the Collateral, and shall defend
diligently the Debtor's and the Secured Party's interests in the Collateral.
(B) VALIDITY OF SECURITY AGREEMENT; CORPORATE AUTHORITY. This
Security Agreement is the legal, valid and binding obligation of the Debtor,
enforceable in accordance with its terms, subject only to limitations on
enforceability imposed by (i) applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally and (ii) general equitable principles. The Debtor has the corporate
power to execute, deliver and carry out the terms and provisions of this
Security Agreement and all related documents, and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Security Agreement and all related documents.
(C) LOCATION OF THE DEBTOR. The Debtor's place of business (or chief
executive office if more than one place of business) is located at the address
shown above.
(D) LOCATION OF COLLATERAL. All equipment and inventory are now at
the location or locations specified on Schedule A attached hereto and made a
part hereof and, except as otherwise disclosed to the Secured Party on Schedule
A, the Debtor has not maintained any other location or locations of inventory
and equipment within the past 5 years.
(E) NAME, IDENTITY, AND CORPORATE STRUCTURE. Except as otherwise
disclosed to the Secured Party on Schedule A, the Debtor has not within the
past 10 years changed its name, identity or corporate structure through
incorporation, merger, consolidation, joint venture or otherwise.
(F) CHANGE IN NAME, LOCATION OF COLLATERAL, ETC. Without giving at
least 30 days' prior written notice to the Secured Party, the Debtor shall not
change its name, identity or corporate structure, the location of its place of
business (or chief executive office if more than one place of business), or the
location of the Collateral.
(G) FURTHER ASSURANCES. Upon the request of the Secured Party, the
Debtor shall do all acts and things as the Secured Party may from time to time
deem necessary or advisable to enable it to perfect, maintain, and continue the
perfection and priority of the security interest of the Secured Party in the
Collateral, or to facilitate the exercise by the Secured Party of any rights or
remedies granted to the Secured Party hereunder or provided by law. Without
limiting the foregoing, the Debtor agrees to execute, in form and substance
satisfactory to the Secured Party, such financing statements, continuation
statements, amendments thereto, supplemental agreements, assignments,
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Security Agreement/Mercury Cellular of Kansas
Loan No. T0364
notices of assignments, and other instruments and documentS as the Secured
Party may from time to time request. In addition, in the event the Collateral
or any part thereof consists of instruments, documents, chattel paper, or money
(whether or not proceeds of the Collateral), the Debtor shall, upon the request
of the Secured Party, deliver possession thereof to the Secured Party (or to an
agent of the Secured Party retained for that purpose), together with any
appropriate endorsementS and/or assignments. Without limiting the generality of
the foregoing, the Debtor shall take such action as the Secured Party may
request from time to time to create and perfect a security interest in favor of
the Secured Party in any and all leases, licenses and permits relating to the
location of antennae and other transmission and receiving equipment on the
towers or other property of third parties, including, without limitation,
amending such leases, licenses or permits to allow the creation and perfection
of such security interest and obtaining the consent of all third parties whose
consents may be necessary to the creation and perfection of such security
interest. The Secured Party shall use reasonable care in the custody and
preservation of any Collateral in its possessions but shall not be required to
take any steps necessary to preserve rights against prior parties. All costs
and expenses incurred by the Secured Party to establish, perfect, maintain,
determine the priority of, or release the security interest granted hereunder
(including the cost of all filings, recordings, and taxes thereon and the
reasonable fees and expenses of any agent retained by the Secured Party) shall
become part of the Obligations secured hereby and be paid by the Debtor on
demand.
(H) INSURANCE. The Debtor shall maintain such property and casualty
insurance with such insurance companies, in such amounts, and covering such
risks, as are at all times reasonably satisfactory to the Secured Party. All
such policies shall provide for loss payable clauses or endorsementS in form
and content acceptable to the Secured Party. Upon the request of the Secured
Party, all policies (or such other proof of compliance with this Section as may
be satisfactory to the Secured Party) shall be delivered to the Secured Party.
The Debtor shall pay all insurance premiums when due. In the event of loss,
damage, or injury to any insured Collateral, the Secured Party shall have full
power to collect any and all insurance proceeds due under any of such policies,
and shall apply such proceeds to the repair or replacement of such Collateral
or, if such Collateral is not repairable or replaceable, to the payment of any
of the Obligations secured hereby.
(I) TAXES, LEVIES, ETC. The Debtor has paid and shall continue to pay
when due all taxes, levies, assessments, or other charges which may become an
enforceable lien against the Collateral, unless such taxes, levies,
assessments, or other charges are being contested by the Debtor in good faith
and by appropriate proceedings and then only to the extent reasonable reserves
required by generally accepted accounting principles have been set aside on the
Debtor's books therefor.
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(J) DISPOSITION AND USE OF COLLATERAL BY THE DEBTOR. Without
the prior written consent of the Secured Party, the Debtor shall not at any
time sell, transfer, lease, abandon, or otherwise dispose of any Collateral
other than in accordance with the provisions of the Loan Agreement; provided,
however, that no dispositions shall be made if an Event of Default (as defined
in Section 4) shall have occurred and be continuing. The Debtor shall not use
any of the Collateral in any manner which violates any statute, regulation,
ordinance, rule, decree, order, or insurance policy.
(K) RECEIVABLES. The Debtor shall preserve, enforce, and
collect all accounts, chattel paper, instruments, documents and general
intangibles, whether now owned or hereafter acquired or arising (the
"Receivables"), in a commercially reasonable fashion and, if an Event of
Default shall have occurred and be continuing, upon the request of the Secured
Party, the Debtor shall execute an agreement in form and substance satisfactory
to the Secured Party by which the Debtor shall direct all account debtors and
obligors on instruments to make payment to a lock box deposit account under the
exclusive control of the Secured Party.
(L) CONDITION OF COLLATERAL. All tangible Collateral is now in
good repair and condition and the Debtor shall at all times hereafter, at its
own expense, maintain all such Collateral in good repair and condition,
ordinary wear and tear excepted.
(M) CONDITION OF BOOKS AND RECORDS. The Debtor has maintained
and shall maintain complete, accurate and up-to-date books, records, accounts,
and other information relating to all Collateral in the present form and
detail, and shall allow the Secured Party or its representatives to examine and
copy such books, records, accounts, and other information at any reasonable
time, upon reasonable notice from the Secured Party.
(N) RIGHT OF INSPECTION. At all reasonable times and upon
reasonable notice from the Secured Party, the Debtor shall allow the Secured
Party or its representatives to visit any of the Debtor's properties or
locations so that the Secured Party or its representatives may confirm, inspect
and appraise any of the Collateral.
(O) PLEDGE OF STOCK. Upon the acquisition of capital stock of
any subsidiary, the Debtor shall execute and deliver to the Secured Party a
stock pledge agreement in form and substance satisfactory to the Secured Party,
pursuant to which the Debtor shall pledge, on a first-priority basis, all of
its stock in such subsidiary and shall covenant and agree to pledge to the
Secured Party, on a first-priority basis, all capital stock it may thereafter
acquire in that or any other subsidiary.
SECTION 4. DEFAULT. The occurrence of an event of default under any of
the Loan Documents (including, without limitation, the Loan Agreement and the
Note), the breach
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of or failure to perform any covenant or agreement contained in this Security
Agreement, or any material inaccuracy as of the date made in any representation
or warranty contained in this Security Agreement shall constitute an "Event of
Default" hereunder; provided that the Debtor shall have 30 days after notice
from the Secured Party to cure any breach of the covenants set forth in
Sections 3(H), (K), (L), (M), and (N).
SECTION 5. RIGHTS AND REMEDIES. Upon the occurrence of any Event of
Default and at any time during the continuance thereof, the Secured Party may
declare all Obligations to be immediately due and payable and, to the extent
permitted by applicable law and subject to any necessary approval of the FCC
relating to the exercise of remedies hereunder involving any transfer, sale or
disposition of the Debtor's assets, may exercise any and all rights and
remedies of the Secured Party in the enforcement of its security interest under
the UCC, this Security Agreement, or any other applicable law. Without limiting
the foregoing:
(A) DISPOSITION OF COLLATERAL. The Secured Party may sell,
lease, or otherwise dispose of all or any part of the Collateral, in its then
present condition or following any commercially reasonable preparation or
processing thereof, whether by public or private sale or at any brokers' board,
in lots or in bulk, for cash, on credit or otherwise, with or without
representations or warranties, and upon such other terms as may be acceptable
to the Secured Party, and the Secured Party may purchase such Collateral at any
public sale. At any time when advance notice of sale is required, the Debtor
agrees that 10 days' prior written notice shall be reasonable. In connection
with the foregoing, the Secured Party may:
(1) require the Debtor to assemble the Collateral and all
records pertaining thereto and make such Collateral and records
available to the Secured Party at a place to be designated by the
Secured Party which is reasonably convenient to both parties;
(2) enter the premises of the Debtor or premises under the
Debtor's control and take possession of the Collateral;
(3) without charge by the Debtor, use or occupy the premises
of the Debtor or premises under the Debtor's control, including, without
limitation, warehouse and other storage facilities;
(4) without charge by the Debtor, use any patent, trademark,
trade name, or other intellectual property or technical process used by
the Debtor in connection with any of the Collateral; and
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Loan No. T0364
(5) rely conclusively upon the advice or instructions of any
one or more brokers or other experts selected by the Secured Party to
determine the method or manner of disposition of any of the Collateral
and, in such event any disposition of the Collateral by the Secured
Party in accordance with such advice or instructions shall be deemed to
be commercially reasonable.
(B) COLLECTION OF RECEIVABLES. The Secured Party may, but
shall not be obligated to, take all actions reasonable or necessary to
preserve, enforce or collect the Receivables, including, without limitation,
the right to notify account debtors and obligors on instruments to make direct
payment to the Secured Party, to permit any extension, compromise, or
settlement of any of the Receivables for less than face value, or to ▇▇▇ on any
Receivable, all without prior notice to the Debtor.
(C) PROCEEDS. The Secured Party may collect and apply all
proceeds of the Collateral, and may endorse the name of the Debtor in favor of
the Secured Party on any and all checks, drafts, money orders, notes,
acceptances, or other instruments of the same or a different nature,
constituting, evidencing, or relating to the Collateral. The Secured Party may
receive and open all mail addressed to the Debtor and remove therefrom any cash
or non-cash items of payment constituting proceeds of the Collateral.
(D) INSURANCE ADJUSTMENTS. The Secured Party may adjust and
settle any and all insurance covering any Collateral, endorse the name of the
Debtor on any and all checks or drafts drawn by any insurer, whether
representing payment for a loss or a return of unearned premium, and execute
any and all proofs of claim and other documents or instruments of every kind
required by any insurer in connection with any payment by such insurer.
The net proceeds of any disposition of the Collateral shall be applied by the
Secured Party, after deducting its reasonable expenses incurred in such
disposition, to the payment in whole or in part of the Obligations in such
order as the Secured Party may elect. The enumeration of the foregoing rights
and remedies is not intended to be exhaustive, and the exercise of any right
and/or remedy shall not preclude the exercise of any other rights or remedies,
all of which are cumulative and non-exclusive.
SECTION 6. OTHER PROVISIONS.
(A) AMENDMENT AND WAIVER. Without the prior written consent of
the Secured party, no amendment or waiver of, or consent to any departure by
the Debtor from, any provision hereunder shall be effective. Any such
amendment, waiver, or consent shall be effective only in the specific instance
and for the specific purpose for which given. No delay or failure by the
Secured Party to exercise any remedy hereunder shall be deemed a
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Loan No. T0364
waiver thereof or of any other remedy hereunder. A waiver on any one occasion
shall not be construed as a bar to or waiver of any remedy on any subsequent
occasion.
(B) COSTS AND ATTORNEYS' FEES. Except as prohibited by law, if
at any time the Secured Party employs counsel in connection with the creation,
perfection, preservation, or release of the Secured Party's security interest
in the Collateral or the enforcement of any of the Secured Party's rights or
remedies hereunder, all of the Secured Party's reasonable attorneys' fees
arising from such services and all expenses, costs, or charges relating thereto
shall become part of the Obligations secured hereby and be paid by the Debtor on
demand.
(C) REVIVAL OF OBLIGATIONS. To the extent the Debtor or any
third party makes a payment or payments to the Secured Party or the Secured
Party enforces its security interest or exercises any right of setoff, and such
payment or payments or the proceeds thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside, and/or required to be
repaid to a trustee, receiver, or any other party under any bankruptcy,
insolvency or other law or in equity, then, to the extent of such recovery, the
Obligations or any part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment or payments
had not been made, or such enforcement or setoff had not occurred.
(D) PERFORMANCE BY THE SECURED PARTY. In the event the Debtor
shall at any time fail to pay or perform punctually any of its duties hereunder
within any grace period provided therefor, the Secured Party may, at its option
and without notice to or demand upon the Debtor, without obligation and without
waiving or diminishing any of its other rights or remedies hereunder, fully
perform or discharge any of such duties. All costs and expenses incurred by the
Secured Party in connection therewith, together with interest thereon at the
Secured Party's National Variable Rate (as defined in the Loan Agreement) plus
4% per annum, shall become part of the Obligations secured hereby and be paid
by the Debtor upon demand.
(E) INDEMNIFICATION, ETC. The Debtor hereby expressly
indemnifies and holds the Secured Party harmless from any and all claims,
causes of action, or other proceedings, and from any and all liability, loss,
damage, and expense of every nature, arising by reason of the Secured Party's
enforcement of its rights and remedies hereunder, or by reason of the Debtor's
failure to comply with any environmental or other law or regulation, other than
any such claim, cause of action or other proceeding, liability, loss, damage or
expense arising by reason of gross negligence, willful misconduct or violation
of law on the part of the Secured Party.
(F) POWER OF ATTORNEY. The Debtor hereby constitutes and
appoints the Secured Party or the Secured Party's designee during the term of
any Obligations secured
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Loan No. T0364
by this Security Agreement as its attorney-in-fact, which appointment is an
irrevocable, durable agency, and coupled with an interest, with full power of
substitution. This power of attorney and mandate is for the purpose of taking,
upon an Event of Default, whether in the name of the Debtor or in the name of
the Secured Party, any action which the Debtor is obligated to perform
hereunder or which the Secured Party may deem necessary or advisable to
accomplish the purposes of this Security Agreement. In taking any action in
accordance with this Section 6(F), the Secured Party shall not be deemed to be
the agent of the Debtor. The powers conferred upon the Secured Party in this
Section are solely to protect its interest in the Collateral and shall not
impose any duty upon the Secured Party to exercise any such powers.
(G) CONTINUING EFFECT. This Security Agreement, the Secured
Party's security interest in the Collateral, and all other documents or
instruments contemplated hereby shall continue in full force and effect until
all of the Obligations have been satisfied in full, each of the Loan Agreement
and the Note has been terminated in accordance with its respective terms and
the Debtor has sent a valid written demand to the Secured Party for termination
of this Security Agreement.
(H) BINDING EFFECT. This Security Agreement shall be binding
upon and inure to the benefit of the Debtor and the Secured Party and their
respective successors and assigns.
(I) SECURITY AGREEMENT AS FINANCING STATEMENT. A photographic
copy or other reproduction of this Security Agreement may be used as a
financing statement.
(J) GOVERNING LAW. Except to the extent governed by applicable
federal law, this Security Agreement shall be governed by and construed in
accordance with the laws of the State of Kansas without reference to choice of
law doctrine.
(K) NOTICES. All notices hereunder shall be deemed to be duly
given upon delivery in the form and manner set forth in Section 19 of the Loan
Agreement 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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Loan No. T0364
If to CoBank, as follows: If to the Debtor, as follows:
CoBank, ACB Mercury Cellular of Kansas, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ One Lakeshore Drive, Suite 1495
Suite 1900 ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Rural Utility Banking Group Attn: ▇▇▇▇▇▇ ▇▇▇▇▇; cc: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
(L) SEVERABILITY. The determination that any term or provision
of this Security Agreement is unenforceable or invalid shall not affect the
enforceability or validity of any other term or provision hereof.
SECTION 7. FCC MATTERS. Notwithstanding any other provision of this
Security Agreement:
(A) Any foreclosure on, sale, transfer or other disposition of
any of the Collateral by the Secured Party shall be pursuant to Section 310(d)
of the Communications Act of 1934, as amended, and the applicable rules and
regulations thereunder, and, if and to the extent required thereby, subject to
the prior approval or notice to and non-opposition of the FCC.
(B) If a Default shall have occurred and be continuing, the
Debtor shall take any action, which the Secured Party may reasonably request in
order to transfer and assign to the Secured Party, or to such one or more third
parties as the Secured Party may designate, or to a combination of the
foregoing, each FCC license or permit held by the Debtor. The Secured Party is
empowered, to the extent permitted by applicable law, to request the
appointment of a receiver from any court of competent jurisdiction. Such
receiver may be instructed by the Secured Party to seek from the FCC an
involuntary transfer of control of each such FCC license or permit for the
purpose of seeking a bona fide purchaser to whom control will ultimately be
transferred. The Debtor hereby agrees to authorize such an involuntary transfer
of control upon the request of the receiver so appointed and, if the Debtor
shall refuse to authorize the transfer, its approval may be required by the
court. Upon the occurrence and during the continuance of a Default, the Debtor
shall further use its best efforts to assist in obtaining approval of the FCC
and any state regulatory bodies, if required, for any action or transactions
contemplated by this Security Agreement, including, without limitation, the
preparation, execution and filing with the FCC and any state regulatory bodies
of the assignor's or transferor's portion of any application or applications
for consent to the assignment of any FCC license or permit or transfer of
control necessary or appropriate under the rules and regulations of the FCC or
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Loan No. T0364
any state regulatory body for approval or non-opposition of the transfer or
assignment of any portion of the Collateral, including, without limitation,
with any FCC license or permit.
(C) The Debtor acknowledges that the assignment or transfer of
each FCC license or permit is integral to the Secured Party's realization of
the value of the Collateral, that there is no adequate remedy at law for
failure by the Secured Party to comply with the provisions of this Section 7
and that such failure would not be adequately compensable in damages, and
therefore agrees, without limiting the right of the Secured Party to seek and
obtain specific performance of other obligations of the Debtor contained in
this Security Agreement, that the agreements contained in this Section 7 may be
specifically enforced.
(D) In accordance with the requirements of 47 C.F.R. Section
22.917, or any successor provision thereto, the Secured Party shall notify the
Debtor and the FCC in writing at least 10 days prior to the date on which the
Secured Party intends to exercise its rights, pursuant to this Security
Agreement or any of the other Loan Documents, by foreclosing on, or otherwise
disposing of, any Collateral in connection with which such notice is required
pursuant to 47 C.F.R. Section 22.917 or any successor provision thereto.
[Signatures on next page]
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Loan No. T0364
IN WITNESS WHEREOF, the Debtor has caused this Security Agreement to be
executed, attested and delivered under seal by its duly authorized officers as
of the day and year shown above.
MERCURY CELLULAR OF KANSAS, INC.
By:
---------------------------------
Name:
----------------------------
Title:
---------------------------
Attest:
-----------------------------
Name:
------------------------
Title:
-----------------------
[CORPORATE SEAL]
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SCHEDULE A
TO
SECURITY AGREEMENT
OF
MERCURY CELLULAR OF KANSAS, INC.
1. Set forth below are the present locations (by county or parish
and state) of the Debtor's inventory and equipment:
2. Set forth below are the locations (by county or parish and state)
at which any of the Debtor's inventory and equipment has been located within
the past five years;
3. Set forth below is a description of any exceptions to the
representation made in Section 3(E) of the Security Agreement:
14
SCHEDULE A
TO
SECURITY AGREEMENT
OF
MERCURY CELLULAR Of KANSAS, INC.
1. Set forth below are the present locations (by county or parish and
state) of the Debtor's inventory and equipment:
KANSAS COUNTIES LOCATION TYPE OF PROPERTY
--------------- -------- ----------------
▇▇▇▇▇▇ Great Bend, KS Tower
Great Bend, KS Retail Store
Cheyenne St. ▇▇▇▇▇▇▇, KS Tower
Decatur Oberlin, KS Tower
▇▇▇▇▇ Hays, KS Tower
Hays, KS Retail Store
Hays, KS ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Retail Store
Ford ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ Retail Store
▇▇▇▇▇ ▇▇▇▇▇▇▇, KS Tower
▇▇▇▇ ▇▇▇▇▇▇▇▇, KS Tower
▇▇▇▇▇▇▇▇ Syracuse, KS Tower
Ness ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Tower
▇▇▇▇▇ Pratt, KS Tower
▇▇▇▇▇▇▇ Atwood, KS Tower
▇▇▇▇▇ Stockton, KS Tower
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Tower
▇▇▇▇▇ ▇▇▇▇▇ City, KS Tower
▇▇▇▇▇▇ Liberal, KS Tower
Liberal, KS Retail Store
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, KS Tower
▇▇▇▇▇▇▇ ▇▇▇▇▇, KS Tower
▇▇▇▇▇▇▇ Hugoton, KS Tower
Texas Guymon, OK Tower
▇▇▇▇▇▇ ▇▇▇▇▇, KS Tower
▇▇▇▇▇ WaKeeney, KS Tower
▇▇▇▇▇ ▇▇▇▇▇ Center, KS Tower
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Springs, KS Tower
2. Set forth below are the locations (by county or parish and state) at
which any of the Debtor's inventory and equipment has been located within the
past five years:
See above
3. Set forth below is a description of any exceptions to the representation
made in Section 3(E) of the Security Agreement:
N/A
