The URL can be used to link to this page

Home My WebLink About925239 .,_..-.........;..;...~~.:. I~134,3S1oco013 RECEIVED 12/12/2006 at 10:05 AM RECEIVING # 925239 BOOK: 643 PAGE: 13 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY Èntly NtJ.J.3-~~S I Book~ RecöfdSdJll36/°~ IO·.,~ mPagølf&c)- Fee LYNNE.: 0. FOX, UINTA COUNTy $' $IO'1-'OQ,. ,~ J. t+~ -------------------------------------------- -------------------------------------------- REAL ESTATE MORTGAGE AND SECURITY AGREEMENT Made By and Among UNION TELEPHONE COMPANY as Mortgagor and CoBANK, ACB as Mortgagee Dated as of September 27,2006 THIS INSTRUMENT CONSTITUTES A MORTGAGE AND SECURITY AGREEMENT COVERING BOTH REAL AND PERSONAL PROPERTY OF A TRANSMITTING UTILITY AND IS TO BE CROSS INDEXED IN ALL INDICES IN WHICH ARE RECORDED LIENS, MORTGAGES, OR OTHER ENCUMBRANCES AGAINST REAL AND PERSONAL PROPERTY. THIS INSTRUMENT CONSTITUTES A LIEN ON ALL AFTER ACQUIRED PROPERTY OF THE MORTGAGOR. THIS INSTRUMENT CONTAINS FUTURE ADVANCE PROVISIONS. -------------------------------------------- -------------------------------------------- J 485 9~5239 000014 o THIS REAL ESTATE MORTGAGE AND SECURITY AGREEl\1ENT, dated as of September 27, 2006 (hereinafter called this "Mortgage") is made between UNION TELEPHONE COMPANY (hereinafter called the "Mortgagor"), a corporation existing under the laws of the State of Wyoming and whose organization identification number is 198000015663, and CoBANK, ACB (hereinafter called the "Mortgagee"), a federally chartered instrumentality of the United States. ARTICLE I. DEFINITIONS Section 1.01. Definitions. In addition to the terms defined elsewhere in this Mortgage, the following terms shall have the meanings specified in this Section 1.01, unless the context clearly requires otherwise. The terms defined herein include the plural as well as the singular. Accounting terms used in this Mortgage but not otherwise defined herein shall have the meanings they have under GAAP. Credit Agreements shall mean all agreements, instruments and documents between the Mortgagor and the Mortgagee or executed by the Mortgagor in favor of the Mortgagee which evidence or relate to the Obligations, whether now existing or hereafter entered into, and all amendments, supplements and restatements thereof. Without limiting the foregoing, Credit Agreements shall include all agreements identified on Appendix "A" hereto. Environmental Law shall have the meaning specified in Section 3.13. Event of Default shall have the meaning specified in Section 4.01. Excepted Property shall mean the property, if any, identified in Appendix "C" hereto. GAAP shall mean generally accepted accounting principles as established by the American Institute of Certified Public Accountants. Hazardous Materials shall have the meaning specified in Section 3.13. Lien shall mean any statutory or common law consensual or non-consensual mortgage, pledge, grant, security title or interest, lien, encumbrance or charge of any kind against property, including, without limitation, any conditional sale or other title retention transaction, any lease transaction in the nature of a security interest and any security interest under the Uniform Commercial Code. Maturity Date shall mean May 20,2018. Maximum Debt Limit, if any, shall mean the amount more particularly described in K:\Communications\WIP\O-Z\Union Tele (I 8565609)\PENDING\Mtg WY 04-26-06.doc Mt~tel.doc 1 4SG 25239 09 Appendix "A" hereto. COOO:1S Mortgage shall mean this Real Estate Mortgage and Security Agreement, as it may be amended or supplemented from time to time. Mortgaged Property shall have the meaning specified in Section 2.01. Mortgagee shall mean CoBank, ACB. Mortgagor Location shall mean the debtor's location as defined in the Uniform Commercial Code, as modified by Revised Article 9 effective as of July 1, 2001. For a corporation, it is the state of incorporation; for a limited liability company, it is the state of formation; and for a limited partnership, it is the state of registration. Obligations shall mean the payment of all indebtedness and the performance of all obligations of the Mortgagor to the Mortgagee of every type and description, whether now existing or hereafter arising, fixed or contingent, as primary obligor or as 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 made to or for the account of the Mortgagor and all covenants, agreements and provisions contained in this Mortgage and in all Credit Agreements. Without limiting the foregoing, "Obligations" shall include those obligations evidenced by the instruments and documents described in Appendix "A" hereto. Permitted Encumbrances shall mean: (i) as to the property specifically described in Granting Clause I, the restrictions, exceptions, reservations, conditions, limitations, interests and other matters which are set forth or referred to in such descriptions; and (ii) as to all Mortgaged Property, any Lien permitted under the Credit Agreements. Potential Default shall mean the occurrence of any event which with the giving of notice and/or the passage of time and/or the occurrence of any other condition would ripen into an Event of Default. Telecommunications Facilities shall mean all property, real or personal, tangible or intangible, of every kind, nature and description, and wheresoever situated, now owned or hereafter acquired by the Mortgagor, and used in whole or in part in connection with any telecommunications operations now or hereafter conducted by the Mortgagor, including, without limitation, the provision of services involving or relating to telephone, cellular telephone, personal communications services, radio, television and other voice, image and data communications of every type and description. Without limiting the foregoing, "Telecommunications Facilities" shall include all telecommunications and radio transmitting and K:\Communications\WIP\O-Z\Union Tele (18565609)\PENDING\Mtg WY 04-26-06.doc Mtg_tel.doc 4S? 2 OOOOj.G 09252~~ , II' d' h' '" recelvmg eqUIpment, antennae, towers, sate Ite IS es, mIcrowave commUnIcatIon eqUIpment, machinery, computers, computer programs, software, 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), testboards, racks, frames, motors, generators, batteries, items of central office equipment, pay- stations, protectors, subscriber equipment, instruments, connections, appliances and other machinery and equipment. Uniform Commercial Code shall mean the Uni orm Commercial Code of the state of the Mortgagor's Location and any state in which any of t e Mortgaged Property is located, ARTICLE II. GRANTING CLAD ES Section 2.01. Granting Clauses. In order to secure the Obligations, whether such Obligations are made pursuant to a commitment, made at he option of the Mortgagee, made after a reduction to zero or other balance, or made otherwise, p to the Maximum Debt Limit, if any, on or before the Maturity Date, and to declare the terms and conditions upon which the Obligations are to be secured, the Mortgagor, in consideration of the premises, does hereby grant, bargain, sell, alienate, convey, assign, transfer, mortgage, hypothecate, pledge, set over and confirm unto the Mortgagee, and its respective assigns, WITH POWER OF SALE, all property, rights, privileges and franchises of the Mortgagor of every kind and description, real, personal or mixed, tangible or intangible, whether now owned or hereafter acquired by the Mortgagor, wherever located, EXCEPT ANY EXCEPTED PROPERTY, including all and singular the following described property other than Excepted Property (all of which is hereinafter called the "Mortgaged Property"): I All right, title and interest of the Mortgagor in and to those fee and leasehold estates in real property described in Appendix "B" hereto, subject in each case to those matters set forth in such Appendix, together with all buildings and improvements located thereon; II All right, title and interest of the Mortgagor in and to all other estates and interests in real property now owned by the Mortgagor and located in the counties listed in Appendix "B" hereto, or hereafter acquired, wherever located, including, without limitation, all fixtures, easements, permits, licenses and rights of way comprising real property; K:\Communications\WIP\O-Z\Union Tele (I 8565609)\PENDlNG\Mtg WY 04-26-06.doc Mt~te1.doc 4SS 3 0925239 III 00001. ~-; All right, title and interest of the Mortgagor in and to all Telecommunications Facilities now owned by the Mortgagor and located in the counties listed in Appendix "B" hereto, or hereafter constructed or acquired by the Mortgagor, wherever located; IV All right, title and interest of the Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased, acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in connection with, the construction, acquisition, ownership, use or operation by or on behalf of the Mortgagor of the Telecommunications Facilities, wherever located; V All right, title and interest of the Mortgagor in, to and under any and all licenses, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition, ownership, use or operation of the Telecommunications Facilities, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged or pledged, including, without limitation, all licenses and permits issued by the Federal Communications Commission (the "FCC"); VI All right, title and interest of the Mortgagor in, to and under any and all contracts heretofore or hereafter executed, as they may be amended or supplemented from time to time, by and between the Mortgagor and any person, firm, corporation or governmental body or agency, including, without limitation, contracts relating in any way to (i) the construction, acquisition, ownership, use, operation or output of the Mortgagor's Telecommunications Facilities, and (ii) the provision of telecommunications services; VII Also, all right, title and interest of the Mortgagor in and to all other property, real or personal, tangible or intangible, of every kind, nature and description, and wheresoever situated, now owned or hereafter acquired by the Mortgagor, including, without limitation, all accounts, inventory (including without limitation, returned or repossessed goods), contract rights, chattel paper, electronic chattel paper, instruments, documents, investment property (including, without limitation, certificated and lU1certificated securities, security entitlements, securities accounts, commodity contracts, and commodity accounts), letters of credit; letter-of-credit rights, equipment, K:\Communications\WIP\O-Z\Union Tele (/8565609)\PENDING\Mtg WY 04-26-Q6,doc Mtg..Jel.doc 489 4 0925239 .f'!.1\ 4';\ O...~ ~f\ V '\.'Î V ....~ inventory, fixtures, general intangibles (including, without limitation, payment intangibles, choses or things in action, litigation rights and resulting judgments, goodwill, patents, trademarks and other intellectual property, tax refunds, miscellaneous rights to payment, investments and other interests in entities not included in the definition of investment property (including, without limitation, all equities and patronage rights in all cooperatives and all interests in partnerships and joint ventures), margin accounts, computer programs, software, invoices, books, records and other information relating to or arising out of the Mortgagor's business); and, to the extent not covered by the above, all other personal property of the Mortgagor of every type and description, including without limitation, supporting obligations, interests or claims in or under any policy of insurance, commercial tort claims, deposit accounts, money, and judgments (as such terms are presently or hereafter defined in the applicable Uniform Commercial Code), it being the intention hereof that all such property now owned but not specifically described herein or acquired or held by the Mortgagor after the date hereof shall be as fully embraced within and subjected to the Lien hereof as if the same were now owned by the Mortgagor and were specifically described herein to the extent only, however, that the subjection of such property to the Lien hereof shall not be contrary to law; and VIII Also, any Excepted Property that may, from time to time hereafter, by delivery or by writing of any kind, be subjected to the Lien hereof by the Mortgagor or by anyone in its behalf; and the Mortgagee is hereby authorized to receive the same at any time as additional security hereunder for the benefit of the Mortgagee. TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders and all rents, income, revenues, profits, cash, proceeds, products and benefits at any time derived, received or had from any and all of the above-described property of the Mortgagor and all deposits or other accounts into which the same may be deposited. TO HA VE AND TO HOLD all and singular the Mortgaged Property unto the Mortgagee and its respective assigns forever, to secure the payment and performance of the Obligations, including, without limitation, the due performance of the covenants, agreements and provisions herein contained, and for the uses and purposes and upon the terms, conditions, provisos and agreements hereinafter expressed and declared. ARTICLE III. PARTICULAR REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MORTGAGOR The Mortgagor represents, warrants and, except as otherwise permitted by the Mortgagee, covenants with the Mortgagee as follows: K:\Communications\WIP\O-Z\Union Tele (I 8565609)\PENDING\Mtg WY 04-26-06,doc Mt~tel.doc 490 5 C00019 0925Za9 Section 3.01. Authority to Execute and Deliver this Mortgage; All Action Taken; Enforceable Obligations. The Mortgagor is authorized under its articles of incorporation and bylaws and all applicable laws and by corporate action to execute and deliver this Mortgage; and this Mortgage is, and any amendment, supplement or restatement of this Mortgage, when executed and delivered will be, the legal, valid and binding obligations of the Mortgagor which are enforceable in 'accordance with their respective terms, subject only to limitations on enforceability imposed by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general equitable principles. Section 3.02. Authority to Mortgage Property; No Liens; Exception for Permitted Encumbrances; Mortgagor to Defend Title and Remove Liens. The Mortgagor has good and marketable title to all fee and leasehold estates in real property, good and marketable title to all personal property, and good, right and lawful authority to mortgage the Mortgaged Property for the purposes herein expressed. The Mortgaged Property is free and clear of any Lien affecting the title thereto, except Permitted Encumbrances. The Mortgagor will, so long as any of the Obligations shall remain unpaid, maintain and preserve the Lien of this Mortgage superior to all other Liens, other than Permitted Encumbrances, and will forever warrant and defend the title to the Mortgaged Property against any and all claims and demands. Section 3.03. No Encumbrances on Mortgaged Property. The Mortgagor will not create, incur, suffer or permit to exist any Lien on any of the Mortgaged Property, except for Permitted Encumbrances. Except for claims giving rise to Permitted Encumbrances, the Mortgagor will promptly payor discharge any and all obligations for or on account of which any such Lien might exist. Section 3.04. Sale or Transfer of Mortgaged Property. The Mortgagor shall not sell, lease or transfer any Mortgaged Property to any person or entity except as permitted in the Credit Agreements. Section 3.05. Payment of Obligations. The Mortgagor will duly and punctually pay all amounts due under the Obligations, at the dates and places and in the manner provided in all Credit Agreements, and all other sums becoming due hereunder. Section 3.06. Preservation of Franchises and Compliance with Laws. The Mortgagor will take or cause to be taken all such action as may from time to time be necessary to obtain, preserve and renew all franchises, rights of way, easements, permits, and licenses now or hereafter granted or upon it conferred necessary to the operations of the Mortgagor, and will comply in all material respects with all laws, ordinances, regulations, and requirements applicable to it or the Mortgaged Property. Section 3.07. Maintenance of Mortgaged Property. The Mortgagor will at all times maintain and preserve the Mortgaged Property and each and every material part and parcel thereof in good repair, working order and condition, ordinary wear and tear excepted, and in K:\Communications\WIP\O-Z\Union Tele (18565609)\PENDING\Mtg WY 04-26-Q6,doc Mtg_tel.doc 491 6 '0925239 ~£\OO?O .... '\",,' Ni " material compliance with all applicable laws, ordinances, regulations, and requirements, and will from time to time make all needed and proper repairs, renewals, and replacements, and useful and proper alterations, additions, betterments and improvements, and will, subject to contingencies beyond its reasonable control, at all times keep its plant and properties in continuous operating condition and use all reasonable diligence to furnish the consumers served by it through the Mortgaged Property, or any part thereof, with adequate services furnished by the Mortgagor. ' Section 3.08. Insurance; Restoration of Damaged Mortgaged Property. The Mortgagor will maintain insurance as required by the Credit Agreements. In the event of damage to or the destruction or loss of any portion of the Mortgaged Property, unless the Mortgagee shall otherwise agree, the Mortgagor shall replace or restore such damaged, destroyed or lost portion so that the Mortgaged Property shall be in substantially the same condition as it was in prior to such damage, destruction or loss. Provided no Potential Default or Event of Default then exists, the Mortgagee shall provide to the Mortgagor any insurance proceeds received by the Mortgagee upon such reasonable terms and conditions as the Mortgagee may require to ensure that such proceeds are used for the foregoing purpose and that such required replacement or restoration will be completed. The Mortgagor shall replace the lost portion of the Mortgaged Property or shall commence such restoration promptly after such damage, destruction or loss shall have occurred and shall complete such replacement or restoration as expeditiously as practicable, and shall payor cause to be paid, out of the proceeds of such insurance or otherwise, all costs and expenses in connection therewith so that such replacement or restoration shall be so completed that the portion of the Mortgaged Property so replaced or restored shall be free and clear of all Liens, except for Permitted Encumbrances. At the request of the Mortgagee, the Mortgagor shall exercise such rights and remedies which it may have under any insurance policy or fidelity bond and which may be designated by the Mortgagee, and the Mortgagor hereby irrevocably appoints the Mortgagee as its agent to exercise such rights and remedies under any insurance policy or bond as the Mortgagee may choose, and the Mortgagor shall pay all reasonable costs and expenses incurred by the Mortgagee in connection with such exercise. Section 3.09. Mortgagee Right to Expend Money to Protect Mortgaged Property. From time to time, the Mortgagee may, in its sole discretion, but shall not be obligated to, advance funds on behalf of the Mortgagor, in order to ensure compliance with any covenant or agreement of the Mortgagor made in or pursuant to this Mortgage or any of the Credit Agreements, to preserve or protect any right or interest of the Mortgagee in the Mortgaged Property or under or pursuant to this Mortgage or any of the Credit Agreements, including, without limitation, the payment of any insurance premiums or taxes and the satisfaction or discharge of any judgment or any Lien upon the Mortgaged Property or other property or assets of the Mortgagor (other than Permitted Encumbrances); provided, however, that the making of any such advance by the Mortgagee shall not constitute a waiver by the Mortgagee of any Event of Default with respect to which such advance is made nor excuse the Mortgagor from any performance required hereunder. The Mortgagor shall pay to the Mortgagee upon demand all such advances made by the Mortgagee with interest thereon at a rate equal at all times to 2% per annum above the Mortgagee's National Variable Rate. All such advances and accrued interest K:\Communications\WIP\O-Z\Union Tele (18565609)\PENDING\Mtg WY 04-26-06.doc Mt!Lte1.doc 492 7 0925239 000021. shall be secured by this Mortgage. Section 3.10. Further Assurances. Upon the request of the Mortgagee, the Mortgagor shall promptly do all acts and things, including the execution, acknowledgment and delivery of such financing statements, amendments thereto and other instruments and documents as the Mortgagee may request, to enable the Mortgagee to perfect and maintain the Lien of this Mortgage and/or the Mortgagee's rights and remedies hereunder. The Mortgagor shall notify the Mortgagee promptly upon the acquisition of any fee or leasehold estate in real property and shall execute and record such amendments or supplements to this Mortgage or other documents or instruments as are necessary or appropriate to subject such real property to the Lien of this Mortgage and shall deliver such executed and recorded amendments or supplements or other documents or instruments to the Mortgagee. In addition, the Mortgagor shall promptly notify the Mortgagee of (i) its acquisition or ownership of any Mortgaged Property located in any county in which this Mortgage is not then recorded, (ii) any change in its name, (iii) any change in its principal place of business or its chief executive office, and (iv) any change in the state of the Mortgagor's Location. In the event the Mortgagor fails to take any action required under this Section 3.10, the Mortgagee may take any such action and make, execute and record any such financing statements, instruments and documents for and in the name of the Mortgagor, and the Mortgagor hereby irrevocably appoints the Mortgagee as its attorney-in-fact to take such actions, which appointment is coupled with an interest and irrevocable. Section 3.11. Condemnation, Etc. In the event that the Mortgaged Property or any part thereof shall be taken under the power of eminent domain or like power, then, unless the Mortgagee otherwise consents, all proceeds and avails thereof shall be applied by the Mortgagor to the prepayment of the Obligations (such prepayments to be applied in such order and manner as the Mortgagee may, in its sole discretion, elect). Section 3.12. Conflict with Mortgage Terms. The provisions of this Mortgage and the Credit Agreements shall be cumulative and not mutually exclusive, notwithstanding any inconsistencies. Section 3.13. Environmental Representations, Warranties and Covenants. The Mortgagor makes the following representations, warranties and covenants, all of which are subject to any exceptions that the Mortgagor may have previously disclosed in writing to the Mortgagee, and which, to the extent that they deal with representations of fact, are based on the Mortgagor's present knowledge, arrived at after reasonable inquiry. (A) Use of the Mortgaged Property. (1) The Mortgagor shall: (a) use, handle, transport or store Hazardous Materials as defined under any Environmental Law (both as hereinafter defined); and (b) store or treat non-hazardous wastes: (i) in a good and prudent manner in the ordinary course of business; and (ii) in compliance with all applicable Environmental Laws. K:\Communications\ WIP\O-Z\Union Tele (18565609)\PENDING\Mtg WY 04-26-06,doc Mt~tel.doc 493 8 03~52:19 000022 (2) The Mortgagor shall not conduct or allow to be conducted, in violation of any Environmental Law, any business, operations or activity on the Mortgaged Property, or employ or use the Mortgaged 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 Mortgaged Property. (3) The Mortgagor shall 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 Mortgaged Property or any part thereof. (B) Condition of the Mortgaged Property. (1) The Mortgagor shall take all appropriate response actions, including any removal and remedial actions, in the event of a release, emission, discharge or disposal of Hazardous Materials in, on, under, or about the Mortgaged Property, so as to remain in compliance with all Environmental Laws. (2) All underground tanks, wells, septic tanks, ponds, pits, or any other storage tanks (whether currently in use or abandoned) on the Mortgaged Property, if any, are, as of the date hereof, maintained in compliance with all applicable Environmental Laws. (C) Notice of Environmental Problems or Litigation. Neither the 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: (1) the Mortgagor and/or any tenants have violated, or are about to violate, any Environmental Law, judgment or order; (2) there has been a release, or there is a threat of release, of Hazardous Materials from the Mortgaged Property; (3) the Mortgagor and/or its tenants may be or are liable, in whole or in part, for the costs of cleaning up, remediating, removing or responding to a release or a threatened release of Hazardous Materials; or (4) the Mortgaged Property is subject to a lien in favor of any governmental entity for 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. The Mortgagor further represents and warrants that no conditions currently exist or are currently reasonably foreseeable that would subject the Mortgagor to any such investigation, litigation, administrative enforcement or to any damages, penalties, injunctive relief, or cleanup costs under any Environmental Law. Upon receipt of any such notice, the Mortgagor and its tenants shall immediately provide a copy to the Mortgagee. (D) Right of Inspection. The Mortgagor hereby grants, and will cause any tenants to grant, to the Mortgagee, its agents, attorneys, employees, consultants, contractors, successors and assigns, an irrevocable license and authorization, upon reasonable notice, to enter upon and inspect the Mortgaged Property and facilities thereon, and perform such tests, including without limitation, subsurface testing, soils and groundwater testing, and other tests which may K:\Communications\WIP\O-Z\Union Tele (18565609)\PENDlNG\Mtg WY 04-26-Q6,doc MtR-tel.doc 494 9 0925239 000023 physically invade the Mortgaged Property, as the Mortgagee, in its sole discretion, determines are necessary to protect its security interest; provided, however, that under no circumstances shall the Mortgagee be obligated to perform such inspections or tests. (E) Indemnity. The Mortgagor agrees to indemnify and hold the 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 without limitation attorney's fees and expenses) arising directly or indirectly, in whole or in part, out of any failure of the Mortgagor to comply with the environmental representations, warranties, and covenants contained herein. (F) Continuation of Representations, Warranties, Covenants and Indemnities. The Mortgagor's representations, warranties, covenants, and indemnities contained herein shall survive the occurrence of any event whatsoever, including, without limitation, the satisfaction of the Obligations secured hereby, the reconveyance or foreclosure of this Mortgage, the acceptance by the Mortgagee of a deed in lieu of foreclosure, or any transfer or abandonment of the Mortgaged Property. (G) Corrective Action. In the event the Mortgagor is in breach of any of its representations, warranties or agreements as set forth above, then, without limiting the Mortgagee's other rights hereunder, the Mortgagor, at its sole expense, shall take all actions required, including, without limitation, environmental cleanup of the Mortgaged Property, to comply with the representations, warranties, and covenants contained herein and with all applicable legal requirements and, in any event, shall take all actions deemed necessary under all applicable Environmental Laws. (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 laws, statute, ordinance, rule, regulation, administration order, or permit now in effect or hereinafter enacted, pertaining to the public health, safety, industrial hygiene, or the environmental conditions on, under or about the Mortgaged Property. Section 3.14. Agricultural Property. The Mortgaged Property, as in existence as of the date of this Mortgage, is not "agricultural real estate" as defined in Wyo. Stat. 1-18-1 039( c). K:\Communications\WIP\O-Z\Union Tete (18565609)\PENDING\Mtg WY 04-26-06,doc Mt!Ltel.doc 495 10 0925239 CC002/J: Section 3.15. Public Service Commission Approval. The Mortgagor has obtained, prior to its execution of this Mortgage, any necessary approvals and consents of the Wyoming Public Service Commission in order to grant a mortgage and/or security interest in the Mortgaged Property. ARTICLE IV. EVENTS OF DEFAULT AND REMEDIES OF THE MORTGAGEE Section 4.01. Events of Default. Each of the following shall be an "Event of Default": (A) default shall be made in the payment of any amount due under any Obligation; (B) default shall be made in the due observance or performance of any of the covenants, conditions or agreements on the part of the Mortgagor in this Mortgage, and such default shall continue for a period of fifteen (15) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Mortgagor by the Mortgagee; (C) any representation or warranty made by the Mortgagor herein, or in any certificate, instrument or document delivered hereunder, shall prove to be false or misleading in any material respect on or as of the date made; (D) an "Event of Default" shall have occurred under any Credit Agreement or, in the event any Credit Agreement does not contain specified "Events of Default," the Mortgagor shall breach or be in default of any Credit Agreement; and (E) an event of damage, destruction or loss or a taking under the power of eminent domain or like power (or transfer in lieu of such taking) shall have had, in the judgment of the Mortgagee, a material adverse effect on the ability of the Mortgagor to payor perform the Obligations. Section 4.02. Acceleration of Maturity. If an Event of Default shall have occurred and be continuing, the Mortgagee may declare the Obligations to be due and payable immediately by a notice in writing to the Mortgagor, and upon such declaration, all Obligations shall become due and payable immediately, anything contained herein or in the Credit Agreements to the contrary notwithstanding. Section 4.03. Remedies of the Mortgagee. If one or more Events of Default shall occur and be continuing, the Mortgagee (personally or by attorney), in its discretion, may: K:\Communications\WIP\O-Z\Union Tele (I 8565609)\PENDlNG\Mtg WY 04-26-Q6,doc Mtg.,Jel.doc 496 11 000025 092s2a9 (A) take immediate possession of the Mortgaged Property, collect and receive all credits, outstanding accounts and bills receivable of the Mortgagor and all rents, income, revenues, profits and proceeds pertaining to or arising from the Mortgaged Property, or any part thereof, whether then past due or accming thereafter, and issue binding receipts therefor; and manage, control and operate the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable; (B) proceed to protect and enforce the rights of the Mortgagor and the rights of the Mortgagee by suits or actions in equity or at law in any court or courts of competent jurisdiction, whether for specific performance of any covenant or any agreement contained herein or in any Credit Agreement or in aid of the execution of any power herein granted or for the foreclosure hereof or hereunder or for the sale of the Mortgaged Property, or any part thereof, or to collect the debts hereby secured or for the enforcement of such other or additional appropriate legal or equitable remedies as may be deemed necessary or advisable to protect and enforce the rights and remedies herein granted or conferred, and in the event of the institution of any such action or suit, the Mortgagee shall have the right to have appointed a receiver of the Mortgaged Property and of all rents, income, revenues, profits and proceeds pertaining thereto or arising therefrom, whether then past due or accming after the appointment of such receiver, derived, received or had from the time of the commencement of such suit or action, and such receiver shall have all the usual powers and duties of receivers in like and similar cases, to the fullest extent permitted by law, and if application shall be made for the appointment of a receiver, the Mortgagor hereby expressly consents that the court to which such application shall be made may make said appointment; and (C) sell or cause to be sold all and singular the Mortgaged Property or any part thereof, and all right, title, interest, claim and demand of the Mortgagor therein or thereto, at public auction at such place in any county in which the property to be sold, or any part thereof, is located, at such time, upon such notice, and upon such terms as may be specified in a notice of sale, which shall state the time when and the place where the sale is to be held, shall contain a brìef description of the property to be sold, and shall be given by mailing a copy thereof to the Mortgagor at least fifteen (15) days prior to the date fixed for such sale and by publishing the same once in each week for two successive calendar weeks prior to the date of such sale in a newspaper of general circulation published in said county or, if no such newspaper is published in such county, in a newspaper of general circulation in such county, the first such publication to be not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale to be made under this Section 4.03(C) may be adjourned from time to time by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned. Notwithstanding the foregoing, in the event another or different notice of sale or another or different manner of conducting the same shall be required by law, the notice of sale shall be given or the sale be conducted, as the case may be, in accordance with the applicable provisions of law. The costs and expenses incurred by the Mortgagee (including, but not limited to, receiver's fees, counsel fees, cost of advertisement and agents' compensation) inI K:\Communications\WIP\O-Z\Union Tele (l8565609)\PENDING\Mtg WY 04-26-06.doc Mtg_tel.doc 497 12 r ~'~¿¡.:4.~ I:),ooo'?~'" 09Z5""''-~!'"'' 'V' >H.'¡;"rf..) the exercise of any of the remedies provided in this Mortgage shall be secured by this Mortgage; and (D) in furtherance of and not in limitation of any other provision of this Mortgage, foreclose the Mortgaged Property located in Wyoming by judicial action or by statutory foreclosure by advertisement and sale pursuant to Wyo. Stat. 34-4-101 et.sec., as may be amended from time to time. Section 4.04. Application of Proceeds from Remedial Actions. Any proceeds or funds arising from the exercise of any rights or the enforcement of any remedies herein provided after the payment or provision for the payment of any and all costs and expenses in connection with the exercise of such rights or the enforcement of such remedies shall be applied to the Obligations in such order and manner as the Mortgagee shall elect in its sole discretion, and the balance, if any, shall be paid to whomsoever shall be entitled thereto. Section 4.05. Remedies Cumulative; No Election. Every right or remedy herein conferred upon or reserved to the Mortgagee shall be cumulative and shall be in addition to every other right and remedy given hereunder or under any Credit Agreement or now or hereafter existing at law, or in equity, or by statute. The pursuit of any right or remedy shall not be construed as an election. Section 4.06 Waiver of Appraisement Rights. The Mortgagor, for itself and all who may claim through or under it, covenants that it will not at any time insist upon or plead, or in any manner whatever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension or redemption laws now or hereafter in force in any locality where any of the Mortgaged Property may be situated, in order to prevent, delay or hinder the enforcement or foreclosure of this Mortgage, or the absolute sale of the Mortgaged Property, or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchaser or purchasers thereat, and the Mortgagor, for itself and all who may claim through or under it, hereby waives the benefit of all such laws unless such waiver shall be forbidden by law. ARTICLE V. POSSESSION UNTIL DEFAULT; SATISFACTION Section 5.01. Possession Until Default. Until one or more Events of Default shall have occurred, the Mortgagor shall be suffered and permitted to retain actual possession of the Mortgaged Property, and to manage, operate and use the same and any part thereof, with the rights and franchises appertaining thereto, including, without limitation, to collect, receive, take, use and enjoy the rents, revenues, issues, earnings, income, products, profits and proceeds thereof or therefrom, subject to the provisions of this Mortgage. Section 5.02. Satisfaction. If the Mortgagor shall well and truly payor cause to be paid the Obligations at the times and in the manner provided in the Credit Agreements, and shall also K:\Communications\ WIP\O-Z\Union Tele (18565609)\PENDlNG\Mtg WY 04-26-06,doc Mt~tel.doc 498 13 0925239 C00027 payor cause to be paid all other sums payable by the Mortgagor hereunder, and shall keep and perform all covenants herein and in all Credit Agreements required to be kept and performed by it, and there are no further obligations to make advances to the Mortgagor under any of the Credit Agreements, then and in that case, all property, rights and interest hereby conveyed or assigned or pledged shall, upon the written request of the Mortgagor, revert to the Mortgagor and the estate, right, title and interest of the Mortgagee shall thereupon cease, determine and become void, and the Mortgagee, in such case, at the Mortgagor's cost and expense, shall enter satisfaction of this Mortgage upon the record. ARTICLE VI. MISCELLANEOUS Section 6.01. Property Deemed Real Property. It is hereby declared to be the intention of the Mortgagor that all Telecommunications Facilities embraced in the Mortgaged Property, including, without limitation, all rights of way and easements granted or given to the Mortgagor or obtained by it to use real property in connection with the construction, acquisition, ownership, use or operation of the Telecommunications Facilities, and all other property physically attached to any of the foregoing, shall be deemed to be real property. Section 6.02. Mortgage to Bind and Benefit Successors and Assigns. All of the covenants, stipulations, promises, undertakings and agreements herein contained by or on behalf of the Mortgagor shall bind its successors and assigns, whether so specified or not, and all titles, rights and remedies hereby granted to or conferred upon the Mortgagee shall pass to .and inure to the benefit of the successors and assigns of the Mortgagee. The Mortgagor hereby agrees to execute such consents, acknowledgments and other instruments as may be requested by the Mortgagee in connection with the assignment, transfer, mortgage, hypothecation or pledge of the rights or interests of the Mortgagee hereunder or under the Credit Agreements of.În and to any of the Mortgaged Property. Section 6.03. Headings. The descriptive headings of the various articles and sections of this Mortgage were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. Section 6.04. 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 properly given if sent by registered or certified mail, postage prepaid, or delivered by hand, or sent by facsimile transmission, receipt confirmed, addressed to the proper party or parties at the following address: K:\Communications\WIP\O-Z\Union Tele (l8565609)\PENDING\Mtg WY 04-26-06.doc Mtg.Jel.doc 499 14 , 09252:19 000028 As to the Mortgagor: Union Telephone Company 850 North State Highway 414 Mountain View, WY 82939 Attention: J ohn Woody Fax No: (307) 782-6913 As to the Mortgagee: CoBank, ACB 5500 South Quebec Street Greenwood Village, CO 80111 Attention: Communication & Energy Banking Group Fax No: (303) 740-4002 Either such party may from time to time designate to each other a new address to which demands, notices, reports, approvals, designations or directions may be addressed, and from and after any such designation, the address designated shall be deemed to be the address of such party in lieu of the address given above. Section 6.05. Severability. The invalidity of anyone or more phrases, clauses, sentences, paragraphs or provisions of this Mortgage shall not affect the remaining portions hereof. Section 6.06. Mortgage Deemed Security Agreement. To the extent that any of the property described or referred to in this Mortgage is governed by the provisions of the Uniform Commercial Code, this Mortgage is hereby deemed a "security agreement" and a "financing statement" for said security agreement under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in the personal and other property included in the Mortgaged Property, and all replacements of, substitutions for, and additions to, such property, and the products and proceeds thereof. The Mortgagor agrees that this Mortgage or any reproduction hereof may be filed as a financing statement in the appropriate offices to perfect the security interests granted herein. The Mortgagor shall, at the Mortgagor's own expense, execute, deliver, file and refile any financing or continuation statements or other security agreements the Mortgagee may require from time to time to perfect, confirm or maintain the lien of this Mortgage with respect to such property. Without limiting the foregoing, the Mortgagor hereby irrevocably appoints the Mortgagee as attorney-in-fact for the Mortgagor and authorizes the Mortgagee to execute, deliver and file such instmments (including electronic filings) for or on behalf of the Mortgagor at the Mortgagor's expense, which appointment, being for security, is coupled with an interest and shall be irrevocable. The mailing addresses of the Mortgagor as debtor, and the Mortgagee as secured party are as set forth in Section 6.04. Section 6.07. Governing Law. The effect and meaning of this Mortgage, and the rights K:\Communications\WIP\O-Z\Union Tele (18565609)\PENDING\Mtg WY 04-26-06.doc Mt~teLdoc 500 15 0925~a9 000029 of all parties hereunder, shall be governed by, and construed according to, the laws of the State of Wyoming, except to the extent governed by federal law or the Uniform Commercial Code of the state of the MOltgagor's Location. Section 6.08. Indemnification by the Mortgagor of the Mortgagee. The Mortgagor agrees to indemnify and save harmless the Mortgagee against any liability or damages which the Mortgagee may incur or sustain in the exercise and performance of its rightful powers and duties hereunder, including any liability or damages arising from the Mortgagor's failure to comply with any Environmental Law or the like applicable to the Mortgaged Property. For such indemnity, the Mortgagee shall be secured under this Mortgage in the same manner as the Obligations and all amounts payable under this Section shall be paid to the Mortgagee with interest at the rate specified in Section 3.09. The Mortgagor's obligations under this Section shall survive the exercise by the Mortgagee of its rights and remedies hereunder, any foreclosure on all or any part of the Mortgaged Property and the cancellation or satisfaction of this Mortgage. Section 6.09. FCC Matters. Notwithstanding any other provision of this Mortgage: (A) To the extent applicable thereto, any foreclosure on, sale, transfer or other disposition of any of the Mortgaged Property by the Mortgagee shall be pursuant to Section 31 O( 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 an Event of Default shall have occurred and be continuing, the Mortgagor shall take any action which the Mortgagee may request in order to transfer and assign to the Mortgagee, or to such one or more third parties as the Mortgagee may designate, or to a combination of the foregoing, each FCC license or permit held by the Mortgagor. The Mortgagee 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 Mortgagee 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 Mortgagor hereby agrees to authorize such an involuntary transfer of control upon the request of the receiver so appointed and, if the Mortgagor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, the Mortgagor shall further use its best efforts to assist in obtaining approval of the FCC and any state regulatory bodies, if required, for any action contemplated by this Mortgage, 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 any state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Mortgaged Property, including, without limitation, any FCC license or permit. (C) The Mortgagor acknowledges that the assignment or transfer of each FCC K:\Communications\WIP\O-Z\Union Te1e (I 8565609)\PENDING\Mtg WY 04-26-06.doc Mt!L,tel.doc 501 16 0925239 000030 license or permit is integral to the Mortgagee's realization of the value of the Mortgaged Property, that there is no adequate remedy at law for failure by the Mortgagor to comply with the provisions of this Section 6.09 and that such failure would not be adequately compensable in damages, and therefore agrees, without limiting the right of the Mortgagee to seek and obtain specific performance of other obligations of the Mortgagor contained in this ~ortgage, that the agreements contained in this Section 6.09 may be specifically enforced. (D) In accordance with the requirements of 47 C.F.R. Section 22.917, or any successor provision thereto, the Mortgagee shall notify the Mortgagor and the FCC in writing at least ten (10) days prior to the date on which the Mortgagee intends to exercise its rights, pursuant to this Mortgage or any other document or instrument relating to the Obligations, by foreclosing on, or otherwise disposing of, any Mortgaged Property in connection with which such notice is required pursuant to 47 C.F.R. Section 22.917 or any successor provision thereto. [Signatures follow on next page.] K:\Communications\WIP\O-Z\Union Tele (18565609)\PENDlNG\Mtg WY 04-26-06,doc Mt!Lte1.doc 502 17 0925239 000031 IN WITNESS WHEREOF, UNION TELEPHONE COMPANY, as Mortgagor, has caused this Mortgage to be signed in its name and its corporate seal to be hereunto affixed and attested by its officers thereunto duly authorized, all as of the day and year first above written. UNION TELEPHONE COMPANY, Mortgagor (SEAL) Attest: Title: STATE OF WYOMING ) L' )ss. COUNTY OF ;\; vuhu ) On 9Iis , .2 { 51- day of '-fLVt.LQ.,u.Ja..Gv 2006, before me, l',.lot U1./ t:J tvooúU 1 , the undersigned officer, personally appeared, -:J , who acknowledged himselflherself to be the VI ú - p'-esjokalof Union Telephone Company, a corporation, and that he/she; as such VIU,-wt..sjd ê.fîÁ- being authorized so to do, executed the foregoing instrument for tp,e p~rposes therein contained, by signing the name of the corporation by himself/herself as \,/, ( t - ? íf sId t f 1,/ . . IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this 2.1 st day of ~()UJ!.,LLl~ 2006. (SEAL) ':Jt~ (áv '-(II) J'l ¡,ilL Notary Public My commission expires: (LtJ /7. I 2 one¡ TINA M. PRUSA NOTARY PUBUC ~NTYOF . STATE OF UINTA WYOMING MY COMMISSION EXPIRES AUGUST 12, 2009 K:\Communications\WIP\O-Z\Union Tele (I 8565609)\PENDING\Mtg WY 04-26-06,doc Mt{Ltel.doc 503 18 0925239 APPENDIX A - - CERTAIN OBLIGATIONS; ETC. 000032 1. The "Credit Agreements" refened to in Section 1.01 are as follows: Master Loan Agreement No. RIO048 dated as of June 3, 2003, amended by Amendment to the Master Loan Agreement No. RI0048A dated as of December 1, 2004, and by Amendment to the Master Loan Agreement No. RI0048B dated as of April 13, 2006. 2. The "Obligations" referred to in Section 1.01 are as follows: Promissory Note and Multiple Advance Term Loan Supplement No. RI0048T04 in the principal amount of $46,813,847.00 dated as of April 13, 2006. 3. The "Maximum Debt Limit" referred to in Section 1.01 is: $94,000,000.00. 504 A-I 0925239 APPENDIX B -- MORTGAGED PROPERTY C00033 1. Legal descriptions of real property in which the Grantor has a fee estate: See attached Exhibit "A". 2. Legal descriptions of real property in which the Grantor has a leasehold estate and the leases creating such leasehold estate: None. , 3. Counties in which real property of the Grantor is located: Uinta, Lincoln, Albany, Carbon, Sweetwater, Fremont and Natrona 50S B-1 09252a9 APPENDIX C-- EXCEPTED PROPERTY 00003<1 1. All automobiles, trucks, trailers and other vehicles (including, without limitation, aircraft or ships) owned or used by the Mortgagor and any equity and other securities or investments of the Mortgagor in CoBank. 506 C-1 EXHIBIT" A" r'" 00003a 09252:~9 All the following described real estate located in Fremont Col1uty, Wyoming, to wit: A track ofland located in lot 5. Sectio.n2.8, tovmship 34 North, Range 98 West, 6th P.M., Fremont COUllty, Wyoming, morc particularly desaribed as follows: A track ofland located in lot 5, Section 28, township 34 North, Range 98 West, 6Û1 P.M., Fremont County, Wyoming, more particularly described as follows: Be.6rinning at Pomt no. 1, wlùch point is the northeast comer of said Lot 5; thence proceed S. 89°21'00" W. a distance of368.05 feet to pm:t NO, 3; tbence proceed N. 1 °09'04" E. a distance of 609.00 feet, moro or less, to Point No.4, which point is on the north line of said Lot 5; tbenccprocecd N. 89°18'02"0. a. distance of348 feet, more or less, to Point NO. I, the point ofbegjmllng. .All the following described real estate located in Nntrona County, 'W;yoming, to ,\-"it: Lot 2B, uA replat ofiot 2 bterstatcIndustriaI Park", Natrona County, Wyoming. As said' address 1930 North Loop Avenue, Casper, 'Wyoming 82601 Lot 2B a replat of Lot 2, Interstate Industrial Park, Natrona County, Wyoming, as per plat r~corded July 22, 1993, as Instrumen! No 527947, with all improvements thereon, casements and other appurtelU!11ces and all :fu.i'Ures, except as hereinafter provIded includmg all persónal prolJerly deSC.1ibed herein. . AND A parccl1C)cuted in and being a portion of:thc SE1I4NWl/4, Section 19, Township' 33 North, Rnngé 78'West of the. Sixth Principal Meridian, Natrona County, Wyoming and bein}$ more pilrnrnilarly described by metes arid boundB as foHows: . Beginning at the JJlost easterly comer of the Parcel being described and ftom which point the southeasterly comer of said SEl/4NWl/4, Sectio.ll19 and also being the Cl/4 comer of said SectiQU 19, bem:s S12E06'54"E437.18 feet; thence from said Point of Beginning and along the southeasterly line of said Parcel, S52EOO'OO"W, 208.71 ·feet to the most southerly comeröf sa:id, 'P"irceÏ; thence along the souihVi/eSterli]jjjë cif"säidpareel, " N38EOO'OO''W,208.7-1 feet to the Iµo&i'weStedycomcr ofsaidP.arcel;.thQ1Qe álö:n,g,the. , , northw&"terly.line of said Parcel, N52EOO'OO"c, 208.71 feet to the most northerly comer of said Parcel; thence a.long the northeflBterly line of said Parcel,S38EOO'OO"E, 208,71 feet to the pomt ofbegiD:nin.g·and contaiDing 1.00 acres'morcor less; as set forth by the plat attached and made a part thereof. All tJlcjollowing liescrlb,ed r~;tl ç~t~~ l(>catedin Sw~~1:Wa~er Co~!y, Wyoming, to wit: ,._... ," .. ~y·__...a..~.J.:.,..:.m.o!oJ.>I:!',:"=:'~:.~..," . '. . . ~ Beginning at the northeast corner of the NEIJ4 of Section 18 T12N RI11W , , , Sweetwater County, Wyoming, south 111 feet to the point ofbegjnning; thence west 85 feet; thence south 50 feet; thence east 85 feet; thence north 50 feet to the point ofbegillning. C-2 507 0925239 000036 Beginn ing at the southwest corner of said Section 26; thence N. 0° 13' 20" E. along the west line of said Section 26, a distance of 1685.95 feet to the southwest corner of that tract of land which was conveyed to Southwestern Wyoming Wool Warehouse by the Union Pacific Coal Company by Deed No. 1765 dated March 4, 1959; thence S. 33°20' E. along the westerly boundary line of that tract of land which was conveyed to Jessica L. Longston by the Union Pacific Coal Company by Deed No. 1846 dated May 9, 1962, a distance of 1191.65 feet; thence west along the westerly boundary of said tract conveyed by Deed No. 1846 dated May 9, 1962, a distance of 400 feet; thence south at right angles along the westerly boundary of said tract conveyed by Deed No. 1846 dated May 9, 1962, a distance of 1520.97 feet to the southwest corner of said tract; thence west at right angles, a distance of 265.31 feet, more or less, to a point in the west line of said Section 35; thence N. 0° 16'20" E. along said west line of Section 35, a distance of 830.65 feet, more or less, to the point of beginning; containing an area of 16.67 acres, more or less; and Beginning at the southwest corner of Section 26; thence N. 0° 13'20" E. along the west line of said Section 26, a distance of 690.32 feet to a point; thence due east a distance of 665.31 feet to a point, which point is the true point of beginning of said tract ofland; thence N. 33°20' W. a distance of 1,191.65 feet to a point which is the southwest corner of that tract of land which was conveyed to Southwestern Wyoming Wool Warehouse by the Union Pacific Coal Company by Deed No, 1765 dated March 4, 1959; thence N. 89°46' 40" E. along the boundary of said tract conveyed by Deed No. 1765, a distance of 126.25 feet, more or less; thence South 50° 18'08" E., a distance of 1,559.47 feet, more or less, to a point; thence due west to the true point of beginning, a distance of approximately 700 feet, more or less, and containing 9.442 acres, more or less. C-3 508 O~25~a9 AND 000037 . , ' Beginning at a.point :trom which the Southwest comer of såid Section 26, Township 19 North, Range 1 05 West bears S. 30° 15' 03 ',' W. a distance of 2418.14 feet; thence N. 44°51 '43" E. a distance55.12 feet to a point on the Westerly'right of way line of the Union Pacific Raih"Oad Company's South Pass Brauc]¡; thence80utheasterly along the said raiJroadright of way line and along a 5°28'42" curve to the right, tangent at its point of beginning to' a line that bears S. 45°08' 17" E. a distance of 160.30 feet;, thence S. 36°21 '22" E. and along said raiiroad's right of way line a distance of 461.35 feet to a . point, said point being the intersection of said Westerly South PaBS Brancliright of way , '1Ì11~1U]d1:btfNlJ.·5·lhëluštriatSp'üì' right"Qfway line; thence Southwesterly along said Industrial Spur right of way and along a 9°29'12" curve to the right, tangent at its point of beginning to a.lme that bears S. 12°53'31"E. a distance of282.18 feet to a point; . ' thence S. 13°52'3811 W. along the said Industrial Spur right of way lme adi$ta11ce of 85.0 feet to a point; thence S, 71°45'20" W. a distance of173.12 feet to a point; thence N. 14°47' W. a distance of'900.30 feet to the point ofbegjnning, containing an area of 4.241 acres more or less. AND ,Beginning at a point from whence the South Quarter (S 114) com,er of said Section 26. . Township 19 North, Rangè ] 05 West bears S. 50°31'55" E. a distance of (See PDF file forreð'fofdescriptiori). . , ... ~ _..., ...YO"'" C-4 509 09Z52a9 4000033 'All the follo1l\rjng deseribed real e~t~te loca~d ;n Uint-a ,County, WYQmmg, to wit: . A parcel ofland located:in the NEl/4 SEl/4 of Section 14, Township 15 North, Range ·115 West ofthe 6th P .M" Un1ta. CountY, WyoIDÍn& beiDg more particularly described as follows: Commencing at the. Soutbeast Comer of said Section 14: roP11ÎDg thenqe N, 0°00'00" W.) 1985.72 feet along the East Line thereof; thence S. 90°00'00" W.,60.00 feet'to the rOJNT OF BEGJNN~NG, said Point of Beginning also being on the West Right-of-Way Lin~ of Wyoming SeCondary Highway 410; continuing thence S. 90°00' 00" W., 834.84 feet; thence N. 0°00'00" W., 417,42 feet; thence N. 90°00'00" E., 834.84 feet to a point on said West Right-of-Way Line; thence S. ODOQ'OO" E., 417.42 feet to the POINT OF BEGINN1NG. ,M1)· A parcel ofland in tQe SEl/4 of Sec. 2, Tl5N, R115W, Uinta Còunty, Wyoming, more completely described as follows: Beginning at a point on the .Eastl'West certerline of said Sec. 2 which bears 889 07'25"W, 160.00 ft. from the East ~ comer of said Sec. 2 said Point of Beginning also being the North west comer of a tract dfland previously deeded to Union Telephone Company; , Thence SO OO'OI"W, 100.00 ft. along the West line of the first Union Telephone tract to the Southwest comer of said first Union Telephone tract; Thence N89 07'2S''E, 1 00.00 ft. à10ng the South line of said first Union Telephone tract ' tq the SoUtheast coiner of šâÚi. firgt UnÌo-n Telephone tract;' " Thence S 000'01 "W, lO~;OO :ft. to the Southeast cömer o,f said parcel monumented with a 5/8" rebar and AI. cap set this survey; . . Thence 889 07'25"W, 208,00 ft. to the Sou.thwest corner of said parcel monumented willi . a 5/8" rebar and AI. cap set this survey; . , , , "ThënceN 0' OO'0l"B,20B·,OOft. tö the Nörthwest corner of said-parcelon-thcEastIWest .. centerlliië-öfsàid Sëë:,:2 möriuiiiêri.têtl Willi a 578" re'b~ Pnq AJ.~~~p ~~t t1;ijs' .survey;' '. .", . .Thence N8907~25·'E. 108.00 ft. along the EastJWest centerline of said Sec. :2 to t1J,c point of beginning. said parcel containing. 764 acres. more or less. . AI\1D A tract of land located in the NW1I4NWl/4 of Section 20, T 14 N, R 115 W, of the 6th P.M:~'U1'QtaCÖUl1ty~~WY'pm.it1g, beh~gmorepartic~~]ydescn'bed asfollo:ws: ,', . Commencing at the Northwest Corner of said Section 20. and running thence S. 0°00'22" W. along the West Boundary of said Section 20, 180.43. feet; thence N 89°59'38" E. 30.00 feet to the Point of Beginning, said Point also being located on the Easterly Right- of-Way LÍD~ ofUmtaCounty Road No. 23. and being the Northwest CQrner of the tract herein described; thence S 89°59'38" E. 50.00 feet; thcn.ce..8 0°00'22" W, 50.00 fect; C-5 510 0925~a9 C00039 tl1ence N 89°59'38" W, 50,00 feet; thence N 0°00'22" E, along said Easterly Right-of- Way Line.ofsaid Uinta County Road No. 23, 50.00 feet to the Point ofBegillning. AJ.'iD The East 100 feet of the South 100 feet of Lot 5 in Block 3 in the Town of Lyman, Uinta County, Wyoming as the same is laid down and described on the official map and plat of saidTown now on file and of record in the office of the County Clerk and Ex-Officio Register of Deeds in and for said county and state, more.particularly described as ~~: . , BeginniDg at the Southeast Corner of said Lot 5 thence NorthaloIlg the east line of said Lot 100 feet; thence at the right angle west and parallel with the South line of said Lot 100 feet; thence at right angle South and parallel with the East line of said Lot to the . South ]jne thereof; thence East along the ~outh line of said Lot to the pomt of beginning. .Al'U) A parcel ofland located in the SBI/4SWl/4,ofSection 33, T 16 N, R 115 W, of the 6tJI P.M., Uinta County. Wyoming, being a portion of the abandoned Manley Street located between Block 16 and 17 of Carter's Addition to Fort Bridger, as said Addition is platted and filed in the Office of the Uinta Comty Clerk and Ex-Ofiicio Register of Deeds in and' for said County, and being more particuh!.r1y described as follows: BEGINNING at the Northwest Comer of said Block 17 and ru.múng thence South along the West Line of said Block 17. 20.00 feet; thence West, 25.00 foot; thence North, 20,00 feet to the South Line , of Hamilton Avenue as said Avenue is platted and filed; tbence East along said South avenue line, 25.00 feet to the POINT OF BEGINNING. ' , . Said pärCe1'contai:Dìrig 5ÓO.ÓÙ squäre Îeè~ m01"e or Iflss. . AND A. part 'ofSectio1124, Towns11ip 16 North, Range 115 West of the 6th Principal Meridian, Üin,tä.Coüiitÿ~Wyo:ÏniÏig,riiOrë:particû1arlYdescribed·a:s·fonows:' ". " ,," " Beginning at a point 1òcategN OO~8'OO" E~142.09 feet along the Section Line and East ' 636.19 feet from the Southwest Comer of the 1\1VI1/4 of said Secti~n 24; thence N ' 12°33'59"W, 79.42 feet; thence N 77°26'01" E, 50.00 feet; thence S .12°33 '59"E, 65,0,0 feet; thence S 61 °20153»> 'W, 52.04' feet to the Point of Beginning. , Contains 0.07 acres. C-6 511. V-.J-o..iI--- C00040 All of the following described real estate located. in Uinta County, wyoming, to-wit: A tract of land 100 teet by'lOO feet situated in theSE~ of Section 2, Township 15 North, Range 115 West of the 6th P.M., 'wyoming, more particularly described as tollows: Beginning at a point on the quarter section line which is 60 feet West of the. Northeast corner of the Southeast Quarter ,of section 2, Township 15 North, Range ~15 West of the 6th P.M., Wyoming, t~enca South and parallel to the East line of said section 2 a distance of 100 feet¡ thence West and para~lel to the said quart~r section line a distance of 100 feet; thence North and paralle.l to said E8$t line. of said section 2a distance of 100 fe.et; thence East along said quarter section line. a distance. of, 100 feet to the place of beginning. -..-.-..... ..-_. ALSO - A 'tract of land, the South 30 faet of the West 100 feet of Lot 1 in Block 8 of the original Town of Mountain View, uinta County, wyoming T as said lot and block are laid down a.nd described upon the official map and plat of said Town now on file and of record in the Office of the County Clerk and Ex- Officio ~eqistêr of Deeds of ,Uinta County, Wyoming, otb,erwise described as 'commencing at the Southwest corner of said Lot ~ in Block 8, thence Eàat alonq the South line of said let ~oo feet, thence at ·right angles North 30 ,feet, thence at right angles west and parallel to the south line of said lot 100 ,fe.et tp the West line of said lot,tb~nce a~ong t~e West line of s~id lot 30 feet to the place of begi;np.inq. ... . ALSO - A tract of l~ndr a part of Lot 4, Block 8,· Town of Mountain viaw, U-in'tacounty,· Wyoming" described.,in . Quitc.laiJn .J~e.e.d. . 18972B, dated AUgust 22, 1.960, by Edward A. Po;Lson and Pauline T. polson,' his wifê as qrantor to the :M:o:rtgagor, as grantee, and recorded on August 25, 1960 in the Office of the County Clerk and Ex-Officio Reqis~er of Deadsr Uinta County, in the state of Wyoming, in Deed Book 224 r on Page 56, also described' as alJ. of Lot 4., Bl.ock 8 in the Town' of·"MëîUntá.'in vIew I Uinta. County, WY01ninq, axcept'the north fifte.en (15) feet of said lot and the south eighty-eight (8S) feet of said lot. C-7 512 0925239 C0004~1 ALSO - A tract of la.nd, a part of Lot 4- in :Block B tn the Townsite ,of Mountain View I wyoming, as the sam.e appears on the official Dap and plat thereof, noW on file and of record in the Office of the County Clerk and Ex-Officio Register of Deeds in and :for the County Qf Uinta, state of Wyoming, and particularly described as follows:, :eeginning at the Sputhwe.st corner of said Lot 4 in Block B, and running thence North 88 feet, thence East ~90 feet" thanee South SB feet, thence West 190 feet, to the point of beginning being the South S8 feet of ·said Lot 4- i,n Block S. .ALSO - Lot 1 of the Howard Woody Subdi visioI1to County of Uinta, state of Wyominq, as the same. is laid down, platted and recorded in. the Office of the County Clerk and Ex-Officio Register of Deeds for uinta county, Wyoming, excepting the following described portion of ~aid Lot 1: . start at a point of beginning which is also the ,Northeast corner ot said Lot 1; thence S 90000« 00" w, a distance of one hundred eighty (180) feet; thence S 0°00' 00" E, a distance of one hundred twenty (120) feet; thence, S 90òQO· 00" E, a distance of one hundred eighty (180) feet; thence N OØOO'OO'· W, 8, distance of one hundre.d twenty (120) feet to the point of Þeginning. ALSO - A tract 'of land; that P9t'tiöli of Lot 4 in Block 8 in' the. Town of M:ountain View, 'described. and bounded as following:' ,Beginning at. the N01;"thwest, oorner of sai<i lot and running thence south 15 feet,. thence East 95. feet, thence North ~5 feet, thence West along the North boundary line of $aiéllot 9p feat tQ.thePQ,il1t of beSl~nninq., ' ALSO - All of the following described prope~ty located in Lincoln County, wyo:m.ing: Lots Thraa (3) and Four ( 4 ) in Block Three (3), Second Addition to the. Town of Tulsa, now LaBarge, Lincoln County, wyoming. --,_. _. C-8 513 0925239 000042 A1~ of the foll i Wyomin~: ow ng described property located in Albany County, A tract of land located in the NJ!:~NW1o¡ of section 36, Township 22 North, Range 77 West of the 6th P.M., Albany county, wyoming, describe.d as follows: Beginning at a point which lies N 32°12' W a distance of 5600 feet from the Southeast corner of said Section 36; thence N 5:P35'40" W a distance of 100 feet¡ thence N 36024 '20" E a distance of 100 teet; thence S 53035'40" E a. distance of 100 feet; thence S 36Q24'20" W a, distance ot ¡QO feet to the point of beginninq. ALSO - The South 25 feet of Lot 9, Block 3 of the Second Addition to the 'Ci ty o:f Rock River I Albany county, wyoming, as platted by the Union Pacific Railroad Co~pany on December 6, ~906, apd Jnore particularly described as follows: Beginning at the Southeast corner of said Lot 9 , thencta in a northerly direction along the east boundary line of said lot a distance of 25 feet to a point, thence in a westerly direction on a line parallel to the south boundary line of sa.id lot to a point on the west boundary line of said lot, thence in a southerly direction along the west boundary line of said lot to the Southwest corner of said lot, thence in a e.ast.erly direction along the. south boundary of said. lot. to the point of beginning. ' ALSO -" ill of the following property locatad in c.~bon County, wyoming: Lots I, 2, 3 and 4- of Block .12 f Town of Grand Enoa:mpment (a.lso 1mown and described as Town of Encamp1tlent and ª,s Qrig:inal Town o!Em::a1IIpl1\ent).a,$.. ,sh..oWJ:l t):r1 the plat. thereof on' file in the., Office of the county Clerk ofcarbÖ;rJ. county, Wyominq,qbeing situated in the NE3.¡SWÌ4 of Section 1, 'rqw-TlShip 14 North, Range 84 West of the 6th P.M., ¢a.rbon cöunty , Wyoming . . ALSO .,.. A, o~ain tract, lot, piece and parcel of land situate in the county of Car~on, state of wyoming, de-scribed as Tract liD" I a.s shown on the plat of the original Townsite. of Shirley Basin as laiddoWri, plated and described of re.co)::'d ind the Office of:the. county Clerk and Ex-Officio Register of Deeds, Carbon County, Wyamg, in Book 525 at Page 203 of the :Records of Carbon County, wyoming. . . ALSO - The following described real estata situatft, in ~Àe. Town of Hanna, county of carbon, sta.t~ of wyoming, to-wit: Lot 6 of Block 17, Town of Hanna, carbon County, Wyoming. C-9 5:14 0925239 ALSO - 000043 A parcel of land situated in Hugus and Chatterton's First Add! tion to the Town of Saratoga, Carbon county I wyoming, de.scribed as follows: Lying and being on the West bank of the North Platte River, in th~ Town of saratoga, and bounded on the East side thereof by the. North Platte. River, on the. West side by a line parallel' to and 66 feet East of the East line of River street; on the South side by ,the North line. of Bridge Avenue (sometimes callad Bridge. street), and the approach to the Carbon County Bridge acrosS the North Platte. River¡ and on the North side by a line parallel to and 138 feèt North of the North line of Bridge A.venue¡ excepting therefrom the portion of said. parcel included in the parcel conveye.d to the Town of Saratoga by deed recorded in Book 53 at Page 480, in the records of .Carbon County, Wyoming, and excepting the parcel conveye~ to Mountain states Telephone and Telegraphs Company by deed recorde'd in Book 322 at Page 195 in the records of Carbon County, Wyoming. ALSO - A portion ofa tract of land which appear~ on the plat of Hugus and Chatterton I s First Addit.ion to the Town of' saratoga, Carbon County, Wyoming, which tract is described in a warranty deed appearing in Book 941 Page 140, of the Carbon County, Wyoming records. That portion of the tract hereby conveyed is described as followS: Commencing at the intersection of the North line of Bridge street and the Bast line of River stre.et; thence along' the Nðrth line of Bridge str$'et 66 feet East¡· and· thence 12 feet North to the point otbeginning of· tne land har~~n described; thence parallel to ,Bridge street, East 50 feet¡ thence North 72 feet; thencë West -SO feet¡ thenoe south 72 feet to the point of beginning. .ALSO - A pieoe, parcel or traöt of land situate in the NE~ of section 19, Township 22 Nortñ, Range 81 West of the 6th P.M., Carbon COU1'1ty, wyoming, mora particularlY described as follows: Beg:;'nninq 'at a point fx-om which the Northeast corner of section 19, Township 22 North I Range 81 West bears N 7 B 0 ~B ' 20'" E, a distance of 1322.04 feet; thence N 88°321 W, parallel to and 40 feet Northerly from the Northerly right-of-way boundary of "Union "Pacific' Railroad·.. c01Upany's ..,main.. line. .tracks... .80., distance of 5Q.0 fe.et to a point; thence N 1628' E, a distance of 100.0 feet to a point; thence S 880321 E, a distance of 50.0 feet tQ a point; thence Sl.°28' 1'1, a dis'èanee of 100.0 feet to the,point of beginning, containing an area of 5ôOO square feet.. . C-lO S1S '032SZ39 ALSO - 0000,·1·4 A certain tract or parcel of land in carbon County, Wyoming, situated in the SE~SE~ of Section 23, Township 20 North, Range 83 West of the 6th P.M., said tract being bounded and more fully described as follows: Beginning at the SE corner of said tract, from which beginning point the SE Corner or section 23, Township 20 North, Range B3 West, 6th P.M., bears S 25°53 I E, 727.6 feet distance; ·thenoe bearing N 24 °03' E, a :. distance of 100 feet to the NE corner of said tract; thence bearing N 65D57' W, a distanoe of 100 feet to the NW corner o~ said tract; thence bearing S 24°03' W, a distance of 100 feet to the SW corner of said tract; thence bearing S 65°57' E, a distance of 100 feet to the SE corner of said tract, the point and place of beginning, said tract or parcel of land containing 23/100 of one acre, more or less. ALSO '- A tract of land one hundred feet by one hundred fee.t (1.00 ft. x 100 ft.) square located on parts of Lot Two (2) and Lot Three (3) in Block Six (6) of the Town of Elk Mountain, carbon county, Wyoming, and the vacated street known as Elk street adjoining the Northeast end ef said Lots in said Block, Town, County an~ State, mor~ particularly described as follows: Commencinq at a point 62.~ feet from the Southe~sterly Corner of Lot ·Two (2), Block six (6) of the ,Town of Elk Mountain, Carbon county, Wyoming, on the southeasterly boundary line of Lot Two (2); thence Northeasterly along the Southeasterly bounda.ry line of said Lot Two (2) ,a distance' of SeventY-'five' (75) feet; thence Northeasterly along the' Southeasterly boundary line of , Lot Two (2) extendad a distance of Twenty~ five· (25) feet; thence Northwesterly' and parallel to the Northe8,$terly :boundary line of Lots T'V10 (2 ) and Three (3) in Block Six (6) in said Town, County and State, a distance of , onti hUridred(100)feet;tlîeIicêSoi.tthwestérly Oh arlèxtènsiòn of ~he ~orthwaste.rly line Qf:LQt ~~~ (:3), ª di~1;:..nç@ of TwantY-fivë (25) feet; thence Southwesterly along the Northwesterly lin~ of said Let Tn~ee (3), a. distanoe of Seventy-five . (75) feet; thence southeasterly en a line parallel to the Northeasterly bounda1:Y li-nè of Lots Two (2) and Three(3} in Block si~ (6) in said Town, County, and state, a distance of One Hundred (100) feet to the place o~ beginning. ,~, ~. ..- .... ALSO - That certain . tract et" parcel of land 10'0 feet square, situated in the Southwest Quarter of the Sputhwest Quarter (sw1;¡sw.i¡) of Secticn Twenty-one (21) I Township Twenty (20) North, Range Eighty (80) West ot the sixth Principal Meridian, said tract - .. .. ... C-ll 516 O~~S239 000045 I~ ' , . , .. or parcel af ~and being bounded and mora fully deacr±bed as follows: Beginning at the. Northwest corner of said traç;:t I from which . '. beginning point t:h.e W9St QU8.'I'te:r corner of sectiç:¡n XW~nty-cne., J,rowns'!¡ip ~"lty North, Range. Eighty 'W~stl' Þêars North. 01>51 t 'West 24~5.4 :feet. distant¡ thence sout1:1 88"'181 'East 100 feet 1:0 the. Northeast corner of said tract, thence South 1" 4:a' West 100 feat to the Southeast cort)er of saiçl i:re.ct; thenoe. North as· l~P west llìC fElet to the Southwest corner of said tract; thence No.....-th 1 D 42' Ea.st 100 feet to the-Northwest corner of said tract, the.' point and place of beginning I sOlid tract or parcal o:f land conta.ining 23/100 0-£ one acra, :xtIQre. or less... . C-12 517 092~~39 000046 S18 C-13