HomeMy WebLinkAbout874879 LINO, OI....I',I OOUNTY 6LERK
WYOM~G 501-LA 1 S~VER STAR I~ E~,,~ ~ ~,..~,, ' ""'
RESTATED MORTGAGE,
SECURITY AGREEMENT
AND ~:.~ .... ~ ~ ~
F~ANC~G STATEMENT [lOOK ._.~,.:.~: ~_PR PAGE.
made by and among
SILVER STAR TELEPHONE COMP~MNY. INC.
104101 Highway 89
Freedom. Wyoming 83120. as mortgagor and debtor.
and
UNI~D STATES OF AMERICA
Rural Utilities Service
- Washington. D.C. 20250-1500. as mortgagee and secured p~ty,
and
RU~ TELEPHONE BANK
Rural Telephone Bank
c/o Rural Utilities Service
Washington. D.C. 20250-1500. as mortgagee and secured party,
and
RURAL TELEPHONE FIN~CE COOPERATIVE
2201 Cooperative Way
Herndon. Virginia 20171-3025 as mortgagee and secured party.
Dated as of June 1, 2001
THIS INSTRUMENT GRANTS A SECU ITY INTEREST hNA TRANSMITTING UTILITY.
THE DEBTOR AS MORTGAGOR IS A TRANSMITTING UTiLITY,
THIS INSTRUMENT CONTAINS PROVISIONS THAT COVER REAL AND PERSONAL PROPERTY. AFTER-ACQUIRED PROPERTY.
PROCEEDS. FUTURE ADVANCES AND FUTURE OBLIGATIONS
No. 4 Generated: May 24. 2001 5.63
RESTATED MORTGAGE. SECURITY AGREEMENT AND FINANCING
STATEMENT. dated as of June 1, 2001. made by and among SILVER STAR
TELEPHONE COMPANY, INC. (hereinafter called the "Mortgagor"), a corporation
existing under the laws of the State of Wyoming, UNITED STATES OF AMERICA
(hereinafter called the "Government"), acting through the Administrator of the Rural
Utilities Servi :e (hereinafter called "the Administrator"), RURAL TELEPHONE BANK
(hereinafter called the "Bank"), a corporation existing under the laws of the Government,
and RURAL TELEPHONE FINANCE COOPERATIVE Ihereinafter called "RTFC" ). a
South Dakota Cooperative Association (the Government. the Bank and RTFC being
hereinafter sometimes collectively called the "Mortgagees"~.
WHEREAS. pursuant to Public Law 10%354. the Rural Utilities Service (hereinafter so~netimes
called "RUS") is the successor to the Rural Electrification Administration ~hereinafter someumes called REA") and
the Administrator of the Rural Utilities Service is the successor to the Admmi strator of the Rural Electrification
Ad~ninistration and for purposes of the "Underlying Mortgage" (as hereinafter defined, identified in Schedule A of
"this Mortgage" t as hereinafter defined) the terms "REA' and "Administrator" shall be deemed to mean respectively
"RUS" and the "Administrator of the RUS": and
WHEREAS. the Mortgagor has heretofore borrowed funds from one or more of the Mortgagees or
from "FFB" (as hereinafter defined) whose loans are guaranteed by the Government and to secure such indebtedness
has executed and delivered to such Mortgagee(s) the "Outstanding Notes" (as hereinafter defined) identified in
Schedule A hereto and/or in Schedule B hereto.
WHEREAS, the Mortgagor deems it necessary to borrow additional funds from one or more of the
Mortgagees and/or from FFB whose loans are guaranteed by the Government and to evidence such additional
indebtedness has executed and delivered to such Mortgagee(s) the "Current Notes" I as hereinafter defined~ identified
in Schedule A hereto and to secure and pledge its property hereunder described or mentioned to secure the same: and
WHEREAS. the Outstanding Notes are secured by the Underlying Mortgage; and
WHEREAS. the Mortgagor desires to enter into this Mortgage pursuant to which all mortgage
notes shall be secured on parity; and
WHEREAS. this Mortgage consolidates and restates the Underlying Mortgage in its entirety; and
WHEREAS. all acts necessary to make this Mortgage a valid and binding legal instrument for the
security of the Outstanding Notes. the Current Notes and other indebtedness of the Mortgagor hereunder, subject to
the terms of this Mortgage, have been in 'all respects duly authorized; and
WHEREAS, to the extent that any of the property described or referred to in this Mortgage is
governed by the provisions of the Uniform Conunercial Code of any state (hereinafter called the "Uniform
Conunercial Code"), the parties hereto desire that this Mortgage be regarded as a "security agreement" and as a
"financing statement" for said security agreement under the Uniform Commercial Code:
NOW, THEREFORE. THIS MORTGAGE WITNESSETH that. in order to secure the payment of
the principal of and interest on the "notes" (as hereinafter defined), according to their tenor and effect, and further to
secure the due performance of the covenants, agreements and provisions contained in this Mortgage and the
"Consolidated Loan Agreement" fas hereinafter defined) and the "RTFC Loan Agreement" (as hereinafter defined)
and to declare the terms and conditions upon which the notes are to be secured, the Mortgagor. in consideration of
the premises, has executed and delivered this Mortgage, and has granted, bargained, sold. conveyed, warranted.
assigned, transferred, mortgaged, pledged, and set over, and by these presents does hereby grantl bargain, sell.
convey, warrant, assign, transfer, mortgage, pledge and set over, unto the Mortgagees, and their respective assigns,
all and singular the following-described property (hereinafter sometimes called the "Mortgaged Property"):
TMAG-03-08-003-WY
Page 1
All right, title and interest of thc Mortgagor in and to the "Existing Pacilities" (as hereinafter
defined) and buildings, plants, works, improvements, structures, estates, grants, franchises, easements, rights,
privileges and properties real. persona] and mixed, tangible or intangible, of every kind or description, now owned or
leased by thc Mortgagor or which may hereafter bc owned or leased, constructed or acquired by thc Mortgagor,
wherever located, and in and to all extensions and Improvements thereof and additions thereto, including all
buildings, plants, works, structures, improvements, fixtures, apparatus, materials, supplies, machinery, tools.
implements, poles, posts, crossarms, conduits, ducts lines, whether underground or overhead or otherwise, wires,
cables, exchanges, switches, including, without limitation, host switches and remote switches, desks, testboards,
frames, racks, motors, generators, batteries and other items of central office equipment, pay-stations, protectors,
instrmnents, connections and appliances, office furniture and eqmpment, work equipment and any and ail other
property of every kind. nature and description, used. useful or acquired for use by the Mortgagor in connecuon
therewith and includin g, without limitation, the real property described in the following property schedule:
PROPERTY SCHEDULE
(a) The Existing Facilities are located in the Counties of Bonneville and Caribou in the State of
Idaho. and the County of Lincoln in the State of Wyoming.
(b) The property referred to in the last line of paragraph 1 of the Granting Clause includes the real
estate described in Exhibit A attached hereto, and by this reference made a part hereof, as if fully set forth at
length at this point.
(c) If the real estate described in Exhibit A is by reference to deeds, grantor(s), grantee, etc., then
the description of each of the properties conveyed by and through such deeds is bv reference made a part of
Exhibit A as though fully set forth at length therein.
(d) The real estate described in Exhibit A shall also include all plants, works, structures, erections.
reservoirs, dams. buildings, fixtures and improvements now or hereafter located on such real estate, and all
tenements, hereditaments and appurtenances now or hereafter thereunto belonging or in any wise
appertainiug.
II
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.
acquiredl enjoyed or exercised, by the Mortgagor for tile purposes of, or in connection with. the construcuon or
operation by or on behalf of tile Mortgagor of telephone properties, facilities, systems or businesses, whether
underground or overhead or otherwise, wherever located:
III
All right, title and interest of the Mortgagor in, to and under anv and all licenses, franchises.
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,
mumcipality, village or other political subdivision thereof, or by any agency, board, co~nnUssion or department of
any of the foregoing, authorizing the construction, acquisition, or operation of telephone properties, facilities.
systems or businesses, insofar as the same may by law be assigned, granted, bargained, sold. conveyed, transferred.
mortgaged, or pledged;
TMAG-03-08-003-WY Page 2
All right, title and interest, whether presently owned or hereafter acquired, of the Mortgagor in. to
and under any and all contracts heretofore or hereafter executed by and between the Mortgagor and any person, firm.
or corporation relating to the Mortgaged Property together with any and all other accounts, chattel paper, contract
rights and general intangibles (as such terms are defined in the applicable Uniform Commercial Code). and all stock.
bonds, notes, debentures, commercial paper, subordinated capital certificates, securities, obligations of or beneficial
interest or investments in any corporation, assomation, partnership, joint venture, trust, government or any agency or
department thereof, or any other entity of any kind:
V
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 leased or
hereafter acquired by the Mortgagor, it being the intention hereof that all such property now owned or leased Out 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;
TOGETHER WITH all ren ts, income, revenues, profits, proceeds and benefits at any time derived.
received or had from any and all of the above-described property of the Mortgagor.
Provided. however, that except as hereinafter provided in Section 12 (b) of Article II hereof, no
automobiles, trucks, trailers, tractors or other vehicles (including without limitation aircraft or ships, if any) owned or
used by the Mortgagor shall be included in the Mortgaged Property.
TO HAVE AND TO HOLD all and singular the Mortgaged Property unto the Mortgagees and
their respective assigns forever, to secure equally and ratably the payment of the principal of and interest on the
notes, according to their tenor and effect, without preference priority or distinction as to interest or principal (except
as otherwise specifically provided herein) or as to lien or otherwise of any note over any other note by reason of the
priority in time of the execution, delivery or maturity thereof or of the assignment or negotiation thereof, or
otherwise, and to secure the due performance of the covenants, agreements and provisions herein and in the
Consolidated Loan Agreement and in the RTFC Loan Agreement contained, and for the uses and purposes and upon
the terms, conditions, provisos and agreements hereinafter expressed and declared.
ARTICLE I
DEFINITIONS AND ADDITIONAL NOTES
SECTION 1. (a) The parties to this Mortgage are hereby deemed to be parties to the Underlying
Mortgage.
(b) In addition to the terms defined elsewhere in this Mortgage, the terms
defined in this subsection (b) shall have the meanings specified herein. The terms defined herein include the plural
as well as the singular and the singular as well as the plural.
Act" shall mean the Rural Electrification Act of 1936. as amended (7 U.S.C. 901 et
--
"Additional Notes" shall mean the Additional Bank Notes. the Additional RTFC Notes
and the Additional RUS Notes collectively.
TMAG-03-08-003-WY
Page 3
"Additional Bank Notes" shall mean any notes issued by the Mortgagor to the Bank pursuant to
Article I, Section 1, of this Mortgage including any refunding, renewal, or substitute notes which may from
time to time be executed and delivered by the Mortgagor to the Bank pursuant to the terms of Article I.
Section 1.
"Additional RTFC Notes" shall mean any notes issued by the Mortgagor to RTFC pursuant to
Article I, Section 1 of this Mortgage including any refunding, renewal or substitute notes which may from
time to time be executed and delivered by the Mortgagor to RTFC pursuant to the terms of Article I.
Section 1.
"Additional RUS Notes" shall mean any notes issued bv the Mortgagor to the Government or FFB.
and guaranteed by the Government, pursuant to Article I, Section 1 of this Mortgage including any
refunding, renewal, or substitute notes which may from tirne to lime be executed and delivered by the
Mortgagor to the Government pursuant to the terms of Article I Section I.
"Bank Notes" means the Outstanding Notes payable to the order of the Bank. the Current Notes
payable to the order of the Bank and the AdditionalBank Notes
"Consolidated Loan Agreement" shall mean the loan agreement between the Mortgagor and the
Government, or between the Mortgagor and the Bank. or among the Mortgagor. the Government and the
Bank, under tile heading "Telephone Loan Contract" in Schedule A hereto, as the same may have been
previously amended, and any future amendments thereto, together with anv agreements among the
Mortgagor. the Government. acting through the Administrator. and FFB. pursuant to which the Government
guarantees tile loans made by FFB to the Mortgagor, pursuant to the Act. and any amendments thereto.
"Current Notes" shall mean the notes issued by the Mortgagor to secure the loans to the Mortgagor
made in conjunction with this Mortgage payable to the order of the Government under the heading "Current
RUS Note(s)' in Schedule A hereto, payable to the order of RTFC under the heading "Current RTFC Note"
in Schedule B hereto, payable to FFB under the heading "Current FFB Note" in Schedule A hereto and
payable to the order of the Government to reimburse the Government for certain amounts paid from time to
time by the Govermnent to FFB under tile heading "Current Reimbursement Note in Schedule A hereto.
'Existing Facilities" shall mean the telephone system and other facilities presently owned by the
Mortgagor identified in the Granting Clause of this Mortgage.
"FFB" shall mean the Federal Financing Bank.
"this Mortgage" shall mean this Restated Mortgage, Security Agreement and Financing Statement,
including any mnendments or supplements thereto from time to time.
"notes" shall mean collectively the Bank Notes. the RTFC Notes and the RUS Notes.
"Outstanding Notes" shall mean the notes evidencing outstanding indebtedness of the Mortgagor to
the Government under the heading "Outstanding RUS Notes" in Schedule A hereto, to the Bank under the
heading "Outstanding Bank Notes" in Schedule A hereto, to RTFC under the heading "Outstanding RTFC
Notes" in Schedule B hereto and to FFB under the heading "Outstanding FFB Notes" in Schedule A hereto,
"RTFC Loan Agreement" shall xnean the loan agreement ts) between the Mortgagor and RTFC
listed in Schedule B hereto under the heading "Prior RTFC Loan Agreement(s)" and any amendments
thereto, the loan agreement under the heading "Current RTFC Loan Agreement" in Schedule B hereto with
respect to any Current Note payable to RTFC listed in Schedule B hereto and any loan agreements with
respect to Additional RTFC Notes and any mnendments thereto.
TMAG-O3-OS-O03-WY Page 4
"RTFC Notes" means the Outstanding Notes payable to RTFC, the Current Notes payable to
RTFC and the Additional RTFC Notes.
"RUS Notes" shall mean the Outstanding Notes payable to the order of the Government and
payable to FFB, the Current Notes payable to the order of the Government and payable to FFB and the
Additional RUS Notes.
"Underlying Mortgage" shall mean the ~nstruments identified as such in Schedule A hereto and
Schedule B hereto,
Where in these definitions there is a reference to an instrument as being listed under a particular
heading in Schedules A and B and no such heading is included in Schedules A and B then such definition shall be
read as though there were no such reference.
(c) The Mortgagor. when authorized by resolution or resolutions of its board of
directors, may from time to time (1) execute and deliver to the Government one or more Additional RUS Notes to
evidence loans made or guaranteed by th4 Government'to tile Mortgagor pursuant to the Act. or to evidence
indebtedness of the Mortgagor recurred by the assumption by the Mortgagor ofihe indebtedness of a third party or
parties to the Government created by a loan or loans theretofore made or guaranteed by the Government to such third
party or parties pursuant to the Act, (2) execute and deliver to the Bank one or more Additional Bank Notes to
evidence loans made by the Bank to the Mortgagor pursuant to the Act, or to evidence indebtedness of the
Mortgagor incurred by the assumpuon by the Mortgagor of the indebtedness of a third party or parries to the Bank
created by a loan or loans theretofore made by the Bank to such third party or parties pursuant to the Act, and (3)
execute and deliver to RTFC one or more Additional RTFC Notes to evidence loans made by RTFC to the
Mortgagor, or to evidence indebtedness of the Mortgagor incurred by the assumption by the Mortgagor, of the
indebtedness of a third party or parues to RTFC created by a loan or loans theretofore made by RTFC to such party
or parties The Mortgagor, when authorized by resolution or resolutions of its board of directors, may also from time
to time execute and deliver one or more Additional Notes to refund any note or notes at the time outstanding and
secured hereby, or to renew or in substitution for, any such outstanding note or notes, Additional Notes shall contain
such provismns and shall be executed and delivered upon such terms and conditions as the board of directors of the
Mortgagor in the resolution or resolutions authorizing the execution and delivery thereof and the relevant lender
shall prescribe; provided, however, that the outstanding principal balances owing on the notes shall not at any one
time exceed twentv-five million dollars and no cents ($25.000,000,00) and no note shall mature more than fifty (50)
years after the date hereof. Additional Notes, including refunding, renewal and substitute notes, when and as
executed and delivered~ shall be secured by this Mortgage, equally and ratably with all other notes at the time
outstanding, without preference, priority, or distinction of any of the notes over any other of the notes by reason of
the priority of the time of the execution, delivery or maturity thereof or of the assignment or negotiation thereof.
Except as hereinafter provided, however, no Additional RTFC Notes shall be secured by this Mortgage without the
prior written approval thereof by the Government and the Bank, and no Additional RUS Notes or Additional Bank
Notes shall be secured by this Mortgage without the prmr written approval thereof by RTFC. No such prior written
approval shall be required with respect to tile execuuon and delivery by the Mortgagor of (I) notes issued to refund.
renew or substitute for any outstanding note or notes, and (2) the Outstanding Notes, and (3) Additional Notes issued
to the Government in accordance with Subsection (d) of this Section 1,
(d) The Mortgagor may execute and deliver Additional RUS Notes to evidence
a loan or loans from the Government to the Mortgagor and/or a loan or loans from FFB to the Mortgagor and
Additional Bank Notes to evidence a loan or loan s from the Bank to the Mortgagor provided that the following
condition precedent is met with respect to each such loan:
Written acknowledgment is obtained from RUS, the Bank and RTFC indicating that RUS's. the
Bank's and RTFC's pro forma financial analysis of the Mortgagor, for the test year used by RUS in establishing the
economic feasibility of such loan shows that the Mortgagor shall have a Times Interest Earned Ratio ("TIER") of not
less than 1,5: a Debt Service Coverage ("DSC") of not less than 1.25; and an Equity to Assets Ratio equal to or
TMAG-03-08-003-WY Page 5
greater than 40%, as the above are defined in Article II, Section 20 hereof, taking into account the interest to be
charged on the Additional RUS Notes proposed to be executed and delivered to evidence such loan.
(e) As used in this Mortgage, the term "directors" includes trustees.
SECTION 2. The Mortgagor. when authorized by resolution or resolutions of its board of
directors, may from time to time execute, acknowledge, deliver, record and file mortgages supplemental to this
Mortgage which thereafter shall form a part hereof, for the purpose of formally confirnfing this Mortgage as security
for the notes. Nothing herein contained shall require the execution and delivery by the Mortgagor of a supplemental
mortgage in connectton with the issuance hereunder or the securing hereby of notes except as hereinafter provided ~n
Section 12 of Article II hereof.
ARTICLE II
PARTICULAR COVENANTS OF THE MORTGAGOR
Tile Mortgagor covenants with the Mortgagees and the holders of notes secured hereby
(hereinafter sometimes collectively called the "noteholders") and each of them as follows:
SECTION 1. The Mortgagor is duly authorized under its articles of incorporauon and by-laws and
the laws of the State of its mcorporatmn and all other applicable provisions of law to execute and deliver the
Outstanding Notes. the Current Notes and this Mortgage and to execute and deliver Additional Notes: and all
corporate action on its part fk>r the execution and delivery of the Outstanding Notes, the Current Notes and this
Mortgage has been duly and effectively taken: and the Outstanding Notes, the Current Notes and this Mortgage are.
or when executed and delivered will be, tile valid and enforceable obligations of the Mortgagor in accordance with
their respective terms.
SECTION 2. The Mortgagor warrants that it has good, right and lawful authority to mortgage the
property described in the granting clause of this Mortgage for the purposes herein expressed, and that the said
property is fi'ce and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title
thereto, except ti) the lien of this Mortgage and taxes or assessments not yet due; (ii) deposits or pledges to secure
payment of worker s compensation, unemployment tnsurance, old age pensions or other social security; and ¢iii'}
deposits or pledges to secure performance of bids. tenders, contracts (other than contracts for the payment of
borrowed money), leases, public or statutory obligations, surety or appeal bonds, or other deposits or pledges for
purposes of like general nature in the ordinary course of business. The Mortgagor will. so long as any of the notes
shall be outstanding, maintain and preserve the lien of this Mortgage superior to all other liens affecting the
Mortgaged Property, and will forever warrant and defend the title to the property described as being mortgaged
hereby to the Mortgagees against any and all claims and demands whatsoever. The Mortgagor will promptly pay or
discharge any and all obligations for or on account of which any such lien or charge might exist or could be created
and any and all lawful taxes, rates, levies, assessments, liens claims or other charges imposed upon or accruing upon
any of the Mortgagor's property (whether taxed to the Mortgagor or to any noteholder/, or the franchises, earnings or
business of the Mortgagor. as and when the same shall become due and payable; and whenever called upon so to do
the Mortgagor will furnish to the Mortgagees or to any noteholder adequate proof of such payment or discharge.
SECTION 3. The Mortgagor will duly and punctually pay the principal of and interest on the
notes at the dates and places and in the manner provided therein, according to the true intent and meaning thereoL
and all other sums beco:ning due hereunder. The Mortgagor may at any time make prepayments on account of all or
part of the principal of the notes to the extent and in the manner therein provided and as set forth in the Consolidated
Loan Agreement and the RTFC Loan Agree~nent; provided that any such prepayment shall be applied pro rata to the
RUS Notes. the Bank Notes and tile RTFC Notes. according to the proportions that the aggregate unpaid principal
amount of the RUS Notes. the aggregate unpaid principal amount of the Bank Notes and the aggregate unpaid
principal amount of the RTFC Notes, respectively, bear to the aggregate unpaid principal amount of the RUS Notes,
the Bank Notes and the RTFC Notes, collectively, on the date of prepayment and shall be applied to such notes and
TMAG-O3-08-003-WY Page 6
installments thereof as may be designated by the respective noteholders at the time of any such prepayment For
purposes of this Section 3. delivery by the Mortgagor of any note which renews or is in substitution for an
outstanding note shall not be considered a prepayment hereunder and delivery of a refunding note shall not be
considered a prepayment provided that. the refunding note will result in (1) an economic benefit defined as a present
value savings when comparing the cash flows of the refunding note with the cash flows of the note being refunded:
(2) will not cause the TIER as of the most recent December 31 RUS Form 479. when recalculated by substituting the
actual interest expense of the note to be refunded with the projected interest expense of the refunding note. to be less
than the greater of the TIER before such recalculation or 1.5: and (3) will not cause the DSC as of the most recent
December 31 RUS Form 479. when recalculated by substituting the scheduled principal payments of the note to be
refunded with the scheduled principal repayments of the refunding note. to be less than 1.25 Additionally, the
majority RUS noteholders and the majority Bank notch alders and the majority RTFC noteholders, as such terms are
defined in Section 4 of Article II hereof~ may agree that such noteholder shall not be paid the pro rata prepayment to
which such noteholder may be entitled under this Section 3.
SECTION 4. (a) The Mortgagor will, at all times, so long as any of the notes shall be outstanding,
take or cause to be taken all such action as from time to, time may be necessary to preserve its corporate existence
and to preserve and renew all franchises, rights of way, easements, permits and licenses now or hereafier to it granted
or upon it conferred, and will comply with all valid laws, ordinances, regulations and reqmrements applicable to it or
its property. The Mortgagor will not. without the approval in writing of the holder or holders of not less than a
majority m principal amount of the RUS Notes at the time outstanding (hereinafter called the "majority RUS
noteholders") and of the holder or holders of not less than a majority in principal amount of the Bank Notes at the
time outstanding {hereinafter called the "majority Bank noteholders") and of the holder or holders of not less than a
majority of the RTFC noteholders at the time outstanding (hereinafter called the "majority RTFC noteholders"), take
or suffer to be taken any steps to reorganize4 or to consolidate with or merge into any other corporation or to permit
any other corporation to merge into the Mortgagor or acqutre all or substantially all of the business or assets of
another corporation if such acqmsition is analogous in purpose or effect to a merger or consolidation or to sell. lease
or transfer, mortgage, convey by deed to secure debt, pledge or encumber other than under the lien hereof (or make
any agreement therefor'; the Mortgaged Property, or any part thereof.
(b) Nothing herein contained shall prevent any such reorganization
consolidation or merger provided that the lien and security of this Mortgage and the rights or powers of the
Mortgagees and the noteholders hereunder shall not thereby be impaired or adversely affected, and provided that
upon such reorganization, consolidation or merger, the due and punctual payment of the principal of and interest on
the notes according to their tenor and the due and punctual performance of all covenants and conditions of this
Mortgage shall be assumed by the corporation formed by such reorganization, consolidation or merger, and the lien
of this Mortgage shall remain a superior lien upon the property owned by the Mortgagor at the time af such
reorganization, consolidati an or merger and upon any improvements or additions to such property, either prior to or
subsequent to such reorganization, consolidation or merger.
(c) The Mortgagor may, however, without obtaining the approval of the holder
or holders of any of the notes at the time outstanding, at any time or from time to time so long as the Mortgagor is
not in default hereunder, sell or otherwise dispose of, free from the lien hereof, any of its property which is neither
necessary to nor useful for the operation of the Mortgagor's business, or which has become obsolete, worn out or
damaged or otherwi se unsuitable for the purposes of the Mortgagor; provided, however, that the Mortgagor shall:
(1) to the extent necessary, replace the same by, or substitute therefor, other property of the same kind and nature,
which shall be subject to the lien hereof, free and clear of all prior liens, and apply any proceeds derived from such
sale or other disposition of such property and not needed for the replacement thereof to the payment of the
indebtedness evidenced by the RUS Notes, the Bank Notes and the RTFC Notes in the proportions which the
aggregate principal balances then ow~ng on the RUS Notes. the aggregate principal balances then owing on the Bank
Notes and the aggregate principal balances then owing on the RTFC Notes, respectively, bear to the aggregate
principal balances then owing on the RUS Notes, the Bank Notes and the RTFC Notes. collectively, and shall be
applied to such notes and installments thereof as may be designated by the respective noteholders at the time of any
such receipt; or (2) immediately upon the receipt of the proceeds of any sale or other disposition of said property,
TMAG-03-08-003-WY Page 7
apply the entire amount of such proceeds to the payment of the indebtedness evidenced by the RUS Notes. the Bank
Notes and the RTFC Notes in the proportions and in the manner provided for in (1) above: or (3) deposit all or such
part of the proceeds derived from the sale or other disposition of said property as the majority RUS noteholders and
the majority Bank noteholders and the majority RTFC noteholders shall specify in such restricted bank accounts as
such holder or holders shall designate, and shall use thc same only for such additions to or improvements of the
Mortgaged Property and on such terms and conditions as such holder or holders shall specify.
SECTION 5, The Mortgagor will at all times maintain and preserve the Mortgaged Property in
good repair, working order and condition, and will from time to time make ali needful 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 propemes in connnuous operanon and use
all reasonable diligence to furnish the subscribers served by it through the Mortgaged Property with adequate
telephone service.
SECTION 6. Except as specifically authorized i~ writing in advance by the majority RUS
noteholders and the majority Bank noteholders and the majority RTFC noteholders, the Mortgagor will purchase all
materials, equipment, supplies and replacements to be incorporated in or used in connection with thc Mortgaged
Property outright, and not subject to any conditional sales agreement, chattel mortgage, bailment lease, or other
agreement reserving to the seller any right, title or lien.
SECTION 7. (a) The Mortgagor shall take out. as the respective risks are incurred.
and maintain the classes and amounts of insurance in conformance with generally accepted utility industry standards
for such classes and amounts of coverage for utilities of the size and character of the Mortgagor and consistent with
'Prudent Utility Practice." Prudent Utility Practice shall mean any of the practices, methods, and acts which, in the
exercise of reasonable judgement. ~n light of the facts, including but not limited to, the practices, methods, and acts
engaged in or approved by a significant portion of the telecom~nunications industry prior thereto, known at the time
the decision was made. would have been expected to accomplish the desired result consistent with cost-effectiveness.
reliability, safety, and expedition. It is recognized that Prudent Utility Practice is not intended to be limited to
optimum practice, method, or act to the exclusion of all others, but rather ts a spectrum of possible practices,
methods, or acts which could have been expected to accomplish the desired result at the lowest reasonable cost
consistent with cost-effectiveness, reliability, safety, and expedition.
(b) The foregoing insurance coverage shall be obtained by means of
bond and policy forms approved by regulatory authorities having jurisdiction, and, with respect to ~nsurance upon
any part of the Mortgaged Property, shall provide that the insurance shall be payable to Mortgagees as their interests
may appear by means of the standard mortgagee clause without contribution Each policy or other contract for such
insurance shall contain an agreement by the insurer that, notwithstanding any right of cancellation reserved to such
insurer, such policy or contract shall continue in force for at least 30 days after written notice to each Mortgagee of
suspension, cancellation, or terminauon.
(c) In the event of damage to or the destruction of any poruon of the
Mortgaged Property which is used or useful in the Mortgagor s business and which shall be covered by insurance.
unless each Mortgagee shall otherwise agree, the Mortgagor shall replace or restore such damaged, desU'oyed, or lost
portion so that such Mortgaged Property shall be in substantially the same condition as it was in prior to such
damage, destruction, or loss and shall apply the proceeds of the insurance for that purpose. The Mortgagor shall
replace the lost portion of such 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 pay or cause to be paid out of the proceeds of such insurance form all costs and expenses in
connection therewith.
(d) Sums recovered under any policy or fidelity bond by the Mortgagor
for a loss of funds advanced under the notes or recovered by any Mortgagor or any noteholder for any loss under
such policy or bond shall, unless applied as provided in the preceding paragraph, be used to finance construction of
TMAG-03-08-003-WY Page~8
utility plant secured or to be secured by this Mortgage, or unless otherwise directed by the Mortgagees, be applied to
the prepayment of the notes pro rata according to the unpaid principal amounts thereof (such prepayments to be
applied to such notes and installments thereof as may be designated by the respective Mortgagee at the time of any
such prepayment), or be used to construct or acquire utility plant which will become part of the Mortgaged Property,
At the request of any Mortgagee. the Mortgagor shall exercise' such rights and remedies which they may have under
such policy or fidelity bond and which may be designated by such Mortgagee, and the Mortgagor hereby irrevocably
appoints each Mortgagee as its agent to exercise such rights and remedies under such policy or bond as such
Mortgagee may choose, and the Mortgagor shall pay all costs and reasonable expenses incurred by the Mortgagee in
connection with such exercise.
SECTION 8. In the event of the failure of the Mortgagor in any respect to comply with the
covenants and conditions herein contained with respect to the procuring of insurance, the payment of taxes.
assessments and other charges, the keeping of the Mortgaged Property in repmr and free of liens and other claims or
to comply with any other covenant contained in this Mortgage, any noteholder or noteholders shall have the right
(without prejudice to any other rights arising 10y reason of such default) to advance or expend moneys for the purpose
of procuring such insurance, or for tile payment of insu,rance premaums, taxes, assessments or other charges, or to
save the Mortgaged Property from sale or forfeiture for any unpaid tax or assessment, or otherwise, or to redeem the
same from any tax or other sale. or to purchase any tax title thereon, or to remove or purchase any inechanics' liens
or other encumbrance thereon, or to make repairs thereon or to comply with any other covenant herein contained or
to prosecute or defend any stat in rclalion to the Mortgaged Property or in any manner to protect the Mortgaged
Property and the title thereto, and all sums so advanced for any of the aforesaid purposes with interest thereon at the
highest legal rate but not in excess of Chase Manhattan Prime plus 400 Basis Points per annum shall be deemed a
charge upon the Mortgaged Properly in the same manner as the notes at the time outstanding are secured and shall be
forthwith paid to the noteholder or noteholders making such advance or advances upon demand. It shall not be
obligatory for any noteholder in making any such advances or expenditures to inquire into the validity of any such
tax title, or of any of such taxes or assessments or sales therefor, or of any such mechanics' liens or other
encumbrance.
SECTION 9. The Mortgagor will not. without the approval in writing of the majority RUS
noteholders, the majority Bank noteholders and the majority RTFC noteholders: (a) enter into any contract or
contracts for the operation or mm ntenance of all or any part of its property, for the use by others of any of the
Mortgaged Property, or for toll traffic, operator assistance, extended scope or switching services to be furnished by
or for connecting or other' companies; provided however, that such approval shall not be required for any toll traffic
or operator assistance contract which in form and substance conforms with contracts in general use in the telephone
industry; or (b) deposit any of its fun ds. regardless of the source thereof, in any bank, institution or other depository
which is not insured by the Federal Government.
SECTION 10. Salaries. wages and other compensation paid by the Mortgagor for services, and
directors' or trustees' fees, shall be reasonable and in conformity with the usual practice of corporations of the stze
and nature of the Mortgagor. Except as specifically authorized in writing in advance by the majority RUS
noteholders and the majority Bank noteholders and the,majority RTFC noteholders, the Mortgagor will make no
advance pay~nents or loans, or ~n any manner extend its credit, either directly or indirectly, with or without interest,
to any of its directors, trustees, officers, employees, stockholders, members or affiliated companies, provided,
however, the Mortgagor may make an investment for any purpose described in section 607(c)(2, of the Rural
Development Act of 1972 (including any investment tn, or extension of credit, guarantee or advance made to. an
affiliated company of the Mortgagor that is used by such company for such purpose) to the extent that, immediately
after such investment, (1) the aggregate of such investments does not exceed one-third of the net worth (defined in
Exhibit One hereto) of the Mortgagor and (2) the Mortgagor's net worth is at least twenty percent of its total assets
(defined in Exhibit One hereto); As used herein, the term "affiliated companies" shall have the ineanmg prescribed
for this term by the Federal Communicati OhS Commission in ~ts prevailing uniform system of accounts for Class A
telephone companies.
TMAG~03-08-003-WY Page 9
SECTION 11. The Mortgagor will at all times keep, and safely preserve, proper books, records
and accounts in which full and true entries will be made of all of the dealings, business and affairs of the Mortgagor.
in accordance with methods of accounting prescribed by the state regulatory body having jurisdiction over the
Mortgagor, or in the absence of such regulatory body or such prescription, by the Federal Communications
Commission in its uniform system of accounts for telecommunications companies as those methods and principles of
accounting may be supplemented from time to time by RUS or the Bank. The Mortgagor will prepare and furnish
each noteholder not later than the thirtieth day of January, April. July and October in each year. or at such more or
less frequent intervals when specified by the majority RUS noteholders, the majority Bank noteholders and the
majority RTFC noteholders, financial and statistical reports on its condition and operations. Such reports shall be on
the RUS Form 479 and include such information as may be specified by the majority RUS noteholders, the majority
Bank noteholders and the majority RTFC noteholders, including without limitation an analysis of the Mortgagor's
revenues, expenses and subscriber accounts. The Mortgagor will cause to be prepared and furnished to each
noteholder at least once during each 12-month period during the term hereof, a full and complete report of its
financial condition and cash flow~as of a date (hereinafter called the "Fiscal Date' ~ not more that: 90 days prior to the
date such report is furnished to the noteholders hereunder, and of its operations for the 12-month period ended on the
Fiscal Date, in form and substance satisfactory to the majority RUS noteholders, the majority Bank noteholders and
the ~najority RTFC noteholders, audited and certified by independent certified public accountants satisfactory to said
noteholders, and accompanied by a report of such audit in form and substance satisfactory to said noteholders. Each
of the majority RUS noteholders, the majority Bank noteholders or the majority RTFC noteholders, through its or
their representatives, shall at all times during reasonable business hours have access to. and the right to inspect and
make copies of, any or all books, records and accounts, and any or all invoices, contracts, leases, payrolls, cancelled
checks, statements and other documents and papers of every kind belonging to or in the possession of the Mortgagor
or in anywise pertmning to ~ts property or business. The Mortgagor shall enter into an audit agreement with an
independent certified public accountant in form and substance satisfactory to the majority RUS noteholders, the
ma. jority Bank noteholders and the majority RTFC noteholders.
SECTION 12. (a) The Mortgagor will from time to time upon written demand of the majority
RUS noteholders, the majority Bank noteholders or the majority RTFC noteholders make, execute, acknowledge and
deliver or cause to be made. executed, acknowledged and delivered all such further and supplemental indentures of
mortgage, deeds of trust, mortgages, financing statements, continuation statements, security agreements. ~nstruments
and conveyances as may reasonably be re. quested by the m~lonty RUS noteholders, the majority Bank noteholders or
the majority RTFC noteholders and take or cause to be taken all such further action as may reasonably be requested
by the majority RUS not,holders, the majority Bank noteholders or the majority RTFC notehotders to effectuate the
intention of these presents and to provide for the securing and payment of the principal of and interest on the notes
equally and ratably according to the terms thereof and for the purpose of fully conveying, transferring and
confirming unto the Mortgagees the property hereby conveyed, mortgaged and pledged, or intended so to be.
whether now owned by the Mortgagor or hereafter acquired by it and to reflect the assignment of the rights or
interests of any of the Mortgagees or of any noteholder hereunder or under any note. The Mortgagor will cause this
Mortgage and any and all supplemental indentures of mortgage, mortgages and deeds of trust and every security
agreement, financing statement, continuation statement and every additional instrument which shall be executed
pursuant to the foregoing provisions forthwith upon execution to be recorded and filed and rerecorded and refiled as
conveyances and mortgages and deeds of trust of and security interests in real and personal property in such manner
and in such places as may be required by law or reasonably requested by the majority RUS noteholders, the majority
Bank noteholders or the majority RTFC noteholders in order fully to preserve the security for the notes and to
perfect and maintain the superior lien of this Mortgage and all supplemental indentures of mortgage, mortgages and
deeds of trust and the rights and remedies of the Mortgagees and the noteholders.
(b) In the event that the Mortgagor has had or suffers a deficit in net income or
net margins, as determined in accordance with methods of accounting prescribed in Section 11 of Article II hereof,
for any of the five (5) fiscal years immediately preceding the date hereof or for any fiscal year while any of the notes
are outstanding, the Mortgagor will at any time or times upon written demand of the majority RUS noteholders, the
majority Bank noteholders or the majority RTFC noteholders, make, execute, acknowledge and deliver or cause to
be made, executed, ach~owled ged and deliYered all such further and supplemental indentures of mortgage,
TMAG-03~08-003~WY Page 10
mortgages, security agreements, financing statements, instruments and conveyances, and take or cause to be taken all
such further action, as may reasonably be requested by the ma2 ority RUS noteh alders, the majority Bank noteholders
or the ~najority RTFC noteholders in order to include in this Mortgage, as Mortgaged Property, and to subject to all
the term s and conditions of this Mortgage, all right, title and interest of the Mortgagor in and to, all and singular, the
automobiles, trucks, trailers, tractors, aircraft, ships and other vehicles then owned by the Mortgagor, or which may
thereafter be owned or acquired by the Mortgagor. From and after the time of such written demand of the majority
RUS noteholders, the majority Bank noteholders or the majority RTFC noteholders such vehicles shaF. be deemed to
be part of the Mortgaged Property for all purposes hereof.
SECTION 13. Any noteholder may, at any time or times in succession without not~ce to or the
consent of the Mortgagor or any other noteholder and upon such terms as such noteholder may prescribe, grant to
any person, firm or corporauon who shall have become obligated to pay all or any part of the principal of or interest
on any note held by or indebtedness owed to such noteholder or who may be affected by the lien hereby created, an
extension of the time for the payment of such principal or interest, and after any such extension the Mortgagor will
remain liable for the payment of such note or indebtedness to the same extent as though it had at the time c)f such
extension consented thereto in writing.
SECTION 14. The Mortgagor, subject to applicable laws and rules and orders of regulatory
bodies, shall charge rates for its telephone service and other services furnished which shall yield revenues at least
sufficient to (1) pay and discharge all taxes, maintenance expenses, operating expenses, and other expenses of its
telephone system when due. (2) pay all obligauons of the Mortgagor and make all payments of principal of and
interest on the notes when due, (3) provide and maintain reasonable capital for the Mortgagor. ~4) maintain an
Average TIER on all of the notes of not less than 1.50 but in no year shall the TIER be less than 1.00. and (5)
maintain a DSC of not less than 1.25. Not less than 90 days prior to the effective date of any proposed change in its
rate. the Mortgagor shall give to the holder or holders of the notes written notice of such change and a copy of the
schedule showing the then existing rates and the proposed changes therein.
SECTION 15. (a) The Mortgagor may make a distribution (hereinafter called a "distribution"), in
the nature of an investment, guarantee, extension of credit, advance, loan, non-affiliated company joint venture,
affiliated co~npany investment, or dividend or capital credit distribution only if the majority RUS noteholders and the
majority Bank noteholders have given prior written approval to the distribution or if; after such distribution.
(1) the Mortgagor's net worth is eq ual to at least one percent of its'total assets and the amount of all
such distributi ans during the calendar year does not exceed twenty-five percent of the Mortgagor's
net income or net margins for the prior calendar year;
(2) the Mortgagor's net worth is equal to at least twenty percent of its total assets and the amount of all
such distributions during the calendar year does not exceed fifty percem of the Mortgagor s net
income or net margins for the prior calendar year;
(3) the Mortgagor's net worth is equal to at least thirty percent of its total assets and the amount of all
such distributions during the calendar ycar does not exceed seventy-five percent of its net income
or net margins for the prior calendar year: or
(4) the MortgagoFs net wo~'th is equal to at least forty percent of its total assets, regardless of the
aggregate amount of such distributions.
The terms "net worth". "total assets", and "net income or net ~nargins" are determined in accordance with Exhibit
One.
(b) In addition to the distributions authorized under the preceding subsection (a), the Mortgagor
may make any distribution or investment provided in 7 CFR 1744 Subpart D.
TMAG-03~08-003-WY
Page 11
SECTION 16. In the event that the Mortgaged Property, or any part thereof, shall be taken under
the power of eminent domain, all proceeds and avails therefrom, except to the extent that all noteholders shall
consent to other use and application thereof by the Mortgagor, shall forthwith be applied by the Mortgagor: firgt, to
the ratable payment of any indebtedness by this Mortgage secured other than principal of or interest on the notes;
second, to the ratable payment of interest which shall bare accrued on the notes and be unpaid: third, to the ratable
payment of or on account of the unpaid principal of the notes and to such installments thereof as may be designated
by the respective noteh[~lders at the time of any such payment: and fourth, the balance, if any, shall be paid to
whosoever shall be entitled thereto~
SECTION 17 The Mortgagor will well and truly observe and perform all of tbe covenants.
agreements, terms and conditions contained in the Consolidated Loan Agreement and the RTFC Loan Agreement, on
its part to be observed or performed. The Mortgagor will promptly furnish each Mortgagee with written notice of
any amendment ar modification of any agreement under which a note or other obligation of the Mortgagor secured
by the lien of this Mortgage has been or will be issued, including, without limitation the Consolidated Loan
Agreement and the RTFC Loan Agreement, and tile occurrence of auy default or event of default of wtfich the
Mortgagor has knowledge under any such agreement. In the event of any inconsistency between the ternls and
conditious of the Mortgage and the Consolidated Loan Xgreement and the RTFC Loan Agreement. the terms of tbe
Mortgage shall apply to the Mortgagor.
SEC;I;ION 18. If all of the notes in any one of the three groups of notes secured hereby (RUS
Notes, Bank Notes and RTFC Notes) are paid and discharged while notes of the other group of notes' remain
outstanding, all rights and powers of the Mortgagee associated with tbe paid and discharged group of notes shall vest
in the Mortgagee associated with the groups of notes remai ning outstanding, and the rights and powers of the
holder(s) of the paid and discharged group of notes shall vest in the bolder(s) of the group of notes remaining
outstauding. The Government is the "Mm:tgagee associated with" the RUS Notes: the Bank is the "Mortgagee
associated with" the Bank Notes: and RTFC is the "Mortgagee associated with" the RTFC Notes. The Bank, the
Government. the Mortgagor. RTFC and the notehokters shall execute and deliver such instruments, assignments,
releases or other documents as shall be reasonably required to carry out the intention of this section.
SECTION 19. At all thnes when any note is held by the Government. or in the event the
Government shall assign a note without having insured the payment of such note. this Mortgage shall secure payment
of such note for the benefit of the Government or such uninsured holder thereof, as the case may be. Whenever any
note may be sold to an i~sured purchaser, it shall continue to be considered a 'note" as defined herein, but as to any
such insured note tile Government, and not such insured purchaser, shall be considered to be, and shall have tile
rights of, the noteholder for purposes of this Mortgage. Notice of the rights of tile Gover~ ment under the preceding
sentence shall be set forth in all such insured notes. As to any note which evidences a loan made by FFB to the
Mortgagor, and guaranteed by the Government, acting through the Adnfinistrator. pursuant to the Act. the
Government and not FFB shall be considered to be. and shall have the rights of the noteholder for purposes of this
Mortgage.
SECI'ION 20. As used in Article I, Section l(d), Article II, Section 3. and Article II. Section 14
hereof and in this Section. TIEP, shall mean the Mortgagor s net income or net margins (determinett in accordance
with Exhibit ()ne hereto) plus interest expense (determined in accordance with Exhibit One t~ereto), divided by
iuterest expense.
For purposes of Article II, Section 14 hereof, Average TIER shall be deternfined as of January 1 of
each year during which any obligation secured by this Mortgage remains unsatisfied and shall mean the average of
the two highest TIER ratios achieved by the Mortgagor during each of the three calendar years last preceding the
various dates of its determination.
As used in Article L Section l(d), Article II, Section 3 and Article II. Section I4 hereof, DSC shall
mean the sum of net income, plus interest, plus depreciation, plus amortization, all divided by the sum of interest
plus scheduled principal payments and capital lease obligations due in the test year.
TMAG-03-08-003-WY
Page 12
As used in Article I. Section l(d), Equity to Asset Ratio shall mean all equity divided by the total
assets of the Mortgagor.
SECTION 21. {a~ Net worth, net income or net margins, interest expense, total assets.
depreciation, amortization and equity, as used in Sections 10, 15 or 20 of this Article II. are defined in Exhibit One
of this Mortgage, Net plant and secured debt. if referred to in this Mortgage, are also determined in accordance with
Exhi bit One hereto.
(b) Accounting terms used in this Mortgage shall also apply to accounts or
groups of accounts of the Mortgagor, regardless of the account title or the system of account s used. if such accounts
have substantially the same meaning as those prescribed by the Federal Conunumcations Commission i, its
prevailihg uniform system of accounts for tetecommunicanons companies (47 CFR Part 321
SECTION 22. If the Underlying Mortgage contains provisions requiring the Mortgagor to
maintain a net plant to secured debt ratio or a funded reserve, then such provisions are incorporated in and made a
part of this Mortgage as though fully set forth herein at this point.
SECTION 23. Schedule A. Schedule B. Exhibit A and Exhibit One. attached hereto, are made
part of this Mortgage.
ARTICLE III
REMEDIES OF THE MORTGAGEES AND NOTEHOLDERS
SECTION I. If one or more of the following events (hereinafter called "events of default") shall
happen, that is to say:
(a) default shall be made in the payment of any installment af or on account of interest on or
principal of any note or notes when and as the same shall be required to be made whether by acceleration or
otherwise and such default shall conunue for thirty (30) days;
(b) default shall be made in the due observance or performance of any other of the representations.
warranties, covenants, conditions or agreements on the part of the Mortgagor in any of the notes, this
Mortgage, the Consolidated Loan Agreement or the RTFC Loan Agreement contained; and such default
shall continue fbr a period of thirty (30) days after written notice specifying such default and requiring the
same to be remedied shall have been given to the Mortgagor by any. noteholder:
(c) the Mortgagor shall file a petition in bankruptcy or be adjudicated a ban~upt or insolvent, or
shall make an assigmnent for the benefit of its creditors, or shall consent to the appointment of a receiver of
itself or of its property, or shall institute proceedings for its reorganization or proceedings instituted by
others for its reorganizauon shall not be dismissed within thirty (30) days after the institution thereof:
(cl~ a receiver or liquidator of the Mortgagor or of any substantial portion of its property shall be
appointed and the order appointing such receiver or liquidator shall not be vacated within thirty (30) days
after Ihe entry thereof:
(e) the Mortgagor shall forfeit or otherwise be deprived of its corporate charter or franchises.
permits or licenses required to carry on any material portion of its business; or
(f) a final judgment in an amount of two thousand five hundred dollars ($2,500~ or more shall be
entered against the Mortgagor and shall remain unsatisfied or without a stay in respect thereof for a period
of thirty (30) days;
TMAG-03-08-003-WY
Page 13
then in each and every such case any noteholder may, by notice in writing to the Mortgagor and delivery of a copy
thereof to the other noteholders, without protest, presentment or demand declare all unpaid principal of and accrued
interest onany or all notes held by such noteholder to bedue and payable immediately; and upon any such
declaration all such unpaid principal and .accrued interest so declared to be due and payable shall become and be due
and payable, immediately, anything contained herein or in any note or notes to the contrary notwithstanding;
provided, however, that if at any time after the unpaid principal of and accrued interest on any of the notes shall have
been so declared to be due and payable, all payments in respect of principal and interest which shall have become
due and payable by the terms of such note or notes shall be paid to the respective noteholders, and all other defaults
hereunder and under the notes shall have been made good or secured to the satisfaction of all of the noteholders.
together with reimbursement for any resulting expenses or daInage and together with interest at the highest rate
legally permissibl e, then and in every such case. the noteholder or noteholders who shall have declared the principal
of and interest on notes held by such noteholder or noteholders to be due and payable may, by written notice to the
Mortgagor and delivery of a copy thereof to the other noteholders, annul such declaration or declarations and waive
such default or defaults and the consequences thereof, but no such waiver shall extend to or affect any subsequent
default or iInpmr any right consequent thereon
SECTION 2. If one or more of the events of default shall happen, the holder or holders of not less
than a majority of the total amount of principal outstanding on the notes, hereinafter called the "majority
noteholders'. (for purposes of defining and calculating me majority noteholders the Government and the Bank shall
be determined to be one noteholder with their balances combined and also. such Government and Bank combinauon
shall be determined to be the majority noteholders if they together hold 50% or more of the outstanding prmcipal
balance'} for itself ar themselves, and as the agent or agents of the other noteholders, personally or by attorney, in its
or their discretion, may, insofar as not prohibited by law:
/al 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 and profits
pertaining to or arising from the Mortgaged Property, or any part thereof, and issue binding receipts
therefor: and manage, control and operate tile Mortgaged Property as full) as the Mortgagor might do if in
possession thereof, including, without limitation, tile making of all repairs or replacements deemed
necessary or advisable:
(b) proceed to protect and enforce the rights of the Mortgagees and the rights of the noteholder or
noteholders under this Mortgage by suits or actions m equity or at law tn any court or courts of competent
.lurisdiction. whether for specific performance of anv covenant or any agreement contained herein 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 reined les as may be deemed most effectual 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 noteholder or noteholders instituting such action or stat shall have the right to have
appointed a receiver of the Mortgaged Property and of all rents, income, revenues and profits pertaining
thereto or arising therefrom 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 and upon such terms
as may be specified in a notice df sale. which shall state the time when and the place where the sale is to be
held. shall contain a brief general 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
TMAG-03-08-003-WY Page 14
newspaper of general circulation published in said county, or if no suct; newspaper is published in such
county, in a newspaper of general circulation in such county, the first such publication to be not less that
fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale. Any sale to be made
under this subparagraph (c) of this Section 2 may be adjourned from time to time bv announcement at the
time and place appointed for such sale or for such adjourned sale or sales, arid without further notice or
publication the sale mav be had at the time and place to which the same shall be adjourned, provided.
however, that 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 shall be conducted, as the case
may be, in accordance with the applicable provisions of law.
SECTION 3. If. within thirty (30) days after the tnajority noteholders shall have had knowledge of
the happening of an event or events of default, the majority noteholders shall riot have proceeded to exercise the
rights and enforce each of the remedies herein or by law conferred upon or reserved to the Mortgagees or to said
majority noteholders, then, and only then. any noteholder, including the majority noteholders, may proceed to
exercise any such right or rights and remedy or remedies not being enforced by the majority noteholders Nothing
contained in this Mortgage shall affect or impair the right, which is absolute and unconditional, of any holder of any
note which may be secured hereby to enforce the payment of the principal of or interest on such note on the date or
dates any such interest or principal shall become due and payable in accordance with the terms of such note.
SECTION 4. At any sale hereunder any noteholder or noteholders shall have the right to bid for
and purchase the Mortgaged Property, or such part thereof as shall be offered for sale. and any noteholder or
noteholders may apply itl settlement of the purchase price of the property so purchased the portion of the net
proceeds of such sale which would be applicable to the payment on account of the principal of and interest on the
note or notes held by such noteholder or noteholders, and such amount so applied shall be credited as a payment on
account of principal of and interest on the note or notes held by such noteholder or noteholders.
SECTION 5. 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 first, to tile payment
of indebtedness hereby secured other than the principal of or interest on the notes: second, to the ratable payment of
interest which shall have accrued on the notes and which shall be unpaid; third, to the ratable payment of or on
account of the unpaid principal of the notes; and fourth, the balance, if any, shall be paid to whosoever shall be
entitled thereto.
SECTION 6. The Mortgagor covenants that it will give immediate written notice to each of the
Mortgagees and to all of the n~)teholders of the occurrence of an event of default or in the event that any right or
remedy described in clauses (a) through (c) of Section 2 of this Article III is exercised or enforced, or any action is
taken to exercise or enforce any such right or remedy.
SECTION 7. Every right or remedy herein conferred upon or reserved to the Mortgagees or to the
noteholders shall be cumulative and shall be in addition to every other right and remedy given hereunder 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 and shall not preclude the pursuit of any other right or remedy,
SECTION 8. 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 entbrcement of 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, itmnediately 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.
TMAG-03-08-003-WY
Page 15
SECTION 9. For purposes of this Article III. to the extent permitted by applicable state law, each
noteholder appoints the Mortgagee or Mortgagees exercising any remedy as above provided as its attorney(s)-in-fact
for such purpose,
SECTION 10. Nothing herein contained shall be deemed to authorize the Mortgagees to authorize
or consent to or accept or adopt on behalf of any noteholder any plan of reorganization, arrangement, a~iustment or
composition affecting the notes or the rights of any holder thereof, or to authorize the Mortgagees to vote in respect
of the claim of any noteholder in any such proceeding,
SECTION 11. Any rights of action and claims under this Mortgage or the notes may be
prosecuted and enforced by the noteholder or noteholders prosecuting and enforcing the same without the possession
of any of the notes or the production thereof in any proceeding relating thereto, and. to the extent permitted by
applicable state law. any such proceeding instituted by any noteholder shall be brought ~n its own name as
attorney-in-fact for the noteholders, and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the noteholders, their agents and counsel (but
only to the extent actually incurred), be for the ratable benefit of the noteholders in respect of which such .judgment
had been recovered.
ARTICLE IV
POSSESSIO_N UNTIL DEFAULT-DEFEASANCE CLAUSE
SECTION 1. Until some one or more of the events of default shall have happened, the Mortgagor
shall be suffered and permitted to retmn 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, and to collect, receive, take.
use and enjoy the rents, revenues, issues, earnings~ income, products and profits thereof or therefrom, subject to the
provisions of this Mortgage.
SECTION 2. The assigmnents to the Mortgagees of all of the Mortgagor's right, title and interest
in. to and under contracts, licenses, franchises, ordinances, privileges, permits, chattel paper, contract rights, leases.
subleases. 'hereinafter collectively referred to in this Section 2 as the "assigned items" ). to the extent set forth in the
granting clauses of this Mortgage, constitutes an assignment for security purposes. Notwithstanding any other
provisions of this Mortgage to the contrary, the Mortgagor shall at all times remain liable under each of the assigned
items to perform all of its duties and obligations thereunder to the same extent as if there had been no assignment
contained in this Mortgage. Furthermore. (i) neither the assignment under this Mortgage nor the exercise by the
Mortgagees of the rights assigned hereunder shall cause the Mortgagees to become subject to any obligation or
liability under any of the assigned items, or release the Mortgagor f¥om any of its duties or obligations under any of
the assigned items, or any instrument or document relating thereto, except to the extent such exercise by any
Mortgagee shall constitute performance of such duties or obligations, and (ii) no Mortgagee shall have any
obligation by reason of the assignment under this Mortgage to make any inqmry as to the sufficiency or authorizauon
for any payments received by it or take any other action to collect or enforce any claim for payment assigned
hereunder.
SECTION 3. If the Mortgagor shall well and truly pay or cause to be paid the whole amount of the
principal of and the interest on the notes at the time and in the manner therein provided, according to the true intent
and meaning thereof, and shall also pay or cause to be paid all other sums payable hereunder by the Mortgagor and
shall weI1 and truly keep and perform according to the true intent and meaning of this Mortgage, all covenants herein
required to be kept and performed by it, then and in that case, all property, rights and interests hereby conveyed or
assigned or pledged shall revert to the Mortgagor and the estate, right, title and interest of the Mortgagees and the
noteholders shall thereupon cease, determine and become void and the Mortgagees and the noteholders, in such case,
on written demand of the Mortgagor but at the Mortgagor's cost and expense, shall enter satisfaction 6f this
Mortgage upon the record. In any event, each noteholder, upon payment in full to him by the Mortgagor of all
prinmpal of and interest on any note held by him and the payment and discharge by the Mortgagor of all charges due
TMAG-03~08-003-WY Page 16
to such noteholder hereunder, shall execute and deliver to the Mortgagor such instrumcn ~ of satisfaction, discharge
or release as shall be required by law in the circumstances.
ARTICLE V
MISCELLANEOUS
SECTION 1. It is hereby declared to be the intention of the Mortgagor that all lines, or systems.
embraced in the Mortgaged Property, including, without limitation, all rights of way and easements granted or g~ven
to the Mortgagor or obtained by it to use real property in connection with the construction operauon or maimenance
of such lines, or systems, and all service and connecting lines, poles, posts, crossarms, w~res, cables, conduits, ducts.
connections and fixtures forming part of. or used in connection with. such lines, or systems, and all other property
physically attached to any of the foregoing-described property, shah be deemed to be real property.
SECTION 2. All acts and obligations of the Mortgagor hereunder shall be subject to all applicable
orders, rules and regulations, now or hereafter in effect., of all regulatory bodies having jurisdiction in the premises.
to the end that no act or omission to act on the part of the Mortgagor shall constitute a default hereunder insofar as
such act or omission shall have been required by reason of any order, rule or regulation of any such regulatory body.
SECTION 3. 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 Mortgagees shall pass to and inure to the benefit
of the successors and assigns of the Mortgagees and shall be deemed to be granted or conferred for the ratable
benefit and security of all who shall from time to time be the holders of notes executed and delivered as herein
provided. The Mortgagor and each of the Mortgagees hereby agree to execute and deliver such consents.
acknowledgments and other instruments as may be reasonably requested by any of the Mortgagees or any noteholder
in connection with any assignment of the rights or interests of any Mortgagee or noteholder hereunder or under the
notes.
SECTION 4. The descriptive headings of the various articles of this Mortgage were formulated
and inserted for convemence only and shall not be deemed to affect the meaning or construction of any of the
provistons hereof.
SECTION 5 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 mailed by registered
mail addressed to the proper party or parties at the following addresses:
As to the Mortgagor: As stated in the testimonium clause hereof.
As to the Mortgagees The Government:
Rural Utilities Service
U.S. Depmm~ent of Agriculture
Washington, D.C. 20250-1500
The Bank:
Rural Telephone Bank
c/o Rural Utilities Service
U.S. Department of Agriculture
Washington, D.C. 20250-1500
TMAG-03-08-003-WY
Page 17
RTFC:
Rural Telephone Finance
Cooperative
Woodland Park
2201 Cooperative Way
Herndon. Virginia 22071-3025
and as to any other person, firm. corporation or governmental body or agency having an interest herein by reason of
being the holder of any note or otherwise, at the last address designated bv such person, firm. corporation.
governmental body or agency to the Mortgagor and the Mortgagees. The Mortgagor or the Mortgagees may from
time to time designate to one another a new address to which demands, notices, reports, approvals, designations or
directions may be addressed and from and after any such designation the address desienated shall be deemed to be
the address of such party in lieu of the address hereinabove given. The Mortgagor wil"l promptly notify the
Mortgagees in writing of any change in location of its chief place of business or the office where tts records
concerning accounts and contract rights are kept.
SECTION 6, The invalidity of any one or more phrases, clauses, sentences, paragraphs or
provisions shall not effect the remaining portions of this Mortgage, nor shall any such invalidity as to any Mortgagee
or as to any holder of notes hereunder affect the rights hereunder of the other Mortgagee or any other holder or
holders of notes.
SECTION 7. To the extent that any of the property described or referred to in this Mortgage is
governed by the provismns of the Uniform Commercial Code this Mortgage is hereby deemed a "security
agreement" under the Uniform Commercial Code, and a "financing statement" under the Uniform Commercial Code
for said security agreement. The mailing addresses of the Mortgagor as debtor, and of the M artgagees as secured
parties, are as set forth in Section 5 of this Article V.
SECTION 8. The Mortgagor agrees to indemnify and save harmless the Mortgagees against any
liability or damages which any such Mortgagee may incur or sustain in the exercise and performance of its powers
and duties hereunder. For such reimbursement and indemnity, such Mortgagee shall be secured under this Mortgage
in the same manner as the notes and all such reimbursements for expense or damage shall be paid to such Mortgagee
with interest at the rate specified in Article II, Section 8 hereof.
SECTION 9. This Mortgage may be simultaneously executed in any number of counterparts, and
all said counterparts executed and delivered, each as an original, shall constitute but ohe and the same instrument.
IN WITNESS WHEREOF, SILVER STAR TELEPHONE COMPANY. INC.. P.O.Box 226.
Freedom, Wyoming 83120. 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. RURAL TELEPHONE BANK. as
Mortgagee, 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, RURAL TELEPHONE FINANCE COOPERATIVE. as
M artgagee, has caused this Mortgage to be signed m its name and its corporate seal to be hereunto affixed and
attested by its officers thereunto duly authorized, and UNITED STATES OF AMERICA. as Mortgagee. has caused
this Mortgage to be duly executed in its behalf, all as of this day and year first above written.
TMAG-03-08-003-WY
Page 18
SILVER STAR TELEPHONE COMPANY. INC.
"~.::~ *, 0 :"X President
(S'~a!) -"
Secretary
Executed by the Mortgagor
in the presence of:
Wimesses
TMAG-03-08-003-wY
Page 19
· UNITED STATES OF AMERICA, and
RURAL TELEPHONE BANK, respectively
Director, Northwest Area
Teleco~mnunications Program
of the
Rural Utilities Service
and for the
Rural Telephone Bank
/,//Assistant Secretary
[/ Rural Telephone Bank
Executed by United States of America,
Mortgagee, and Rural Telephone Bank,
tgagee, in the pr~sen,~of: .
/ ~' WitneSses.
t.~ :, " RURAL TELEpI~kE FINANCE COOPER~5';'E
Assistant Secretary-Treasurer
Executed by RTFC, Morgagee.
in ~e presence of:
.
/ Witnesses / '
TMAG-03-08-003-WY Page 20
STATE OF WYOMING )
"~ // ) SS
The foregoing ,nstrument' was acknowledged. . . bef0re:e;,L me by ff'~'fb~;¢' /~. ~/ff3'President of
SILVER STAR ~ELEPHONE COMPANY, INC., ttns ./~" day of ].z~d, ,2~/.
Notary Public (~
(Notarial Seal)
My commission expires:
TMAG-03-08-003-WY
Page 21
DISTRICT OF COLUMBIA ) SS
This instrument was acknowledged before me on/r J (4,~?' .__, 20 O} by
Rural .11:::1::1[:1¥ H RRFNT , Director, ~orthwest Are¢ T~lecc rations Progr~'m of the
Util~i~s' ~i~ ~[tlle United States of America and~r the Ru~l~one
~' Notary Public ~~
/
/
(Notarial Seal) /
My commission e ' ,Ltsa A. Johnson
xp~reS'Nota~y Publk; District of Columbia
.,,- ........ My Commission Expires: October 14. 200i
TMAG-03-0g-003-WY
Page 22
COMMONWEALTH OF VIRGINIA
SS
COUNTY OF FAIRFAX
BE IT REMEMBERED. that on this ~? ~
, day of ,20
before ~e, the undersigned, a n~ary pubjic in and for the Commonwealth of Virginia, aforesaid, came
~ ~ ~' ~ ~ , signing as an Assistant Secretary-Treasurer of the RURAL
TELEPHONE FINANCE COOPERATIVE, a corporation, who is personally known to me to be the person who
executed the within instrument of writing on behalf of such corporation and such person duly acknowledged the
execution of the same as the act and deed of said corporation
IN TESTIMONY WHEREOF. I have hereunto set my hand and affixed my notarial seal the day and year
above written.
;~ ff,~ ."'~ ' ., '. Notary. Public
?. ¢ '..~(Notar~SOal)
h <3, ",' kk~
My con~ission expires: /~ -J/
TMAG-03-08-003-WY
Page 23
SCHEDULE
"Telephone Loan Contract" (exclusive of any amendments~ dated as of Jun ~ 15.1960
"Outstanding RUS Notes"
Five (5) certain mortgage notes payable to the order of the Government, in the aggregate principal amount
of $5,553.000.00. of ail of which will finally mature on or before March 4. 2018.
"Outstanding Bank Note'"
One (1) certain mortgage note payable to the order of the Bank in the princtpal amount of $820,050.00,
which will finally mature on or before December 1 2009
"Underlying Mortgage"
Insn'ument Date
Restated Mortgage. Security Agreement, and Financing Statement D-~ember 25 1990
Supplement to Restated Mortgage, Secuhty Agreement and Financing December 01, 1995
Statement
SCHEDULE B
1. "Current RTFC Loan Agreement" designated WY 501 - 9001, dated as of
June 1, 2001 by and between Rural Telephone Finance Cooperative and Silver
Star Telephone Company.
2. "Current RTFC Note" designated WY 501 - 9001, dated as of June 1, 2001
payable to RTFC in the principal amount of $3,263,158 with a final maturity date
of June 1, 2016.
3. "Underlying Mortgage"
In strument Date
Restated Mortgage, Security Agreement
and Financing Statement December 25, 1990
Supplement to Restated Mortgage,
Security Agreement and Financing Statement December 01, 1995
Exhibit One (Exhibit to Mortgage)
UNIFORM SYSTEM OF ACCOUNTS
ACCOUNT NUMBERS USED IN CERTAIN PROVISIONS
All references regarding account numbers are to 47 CFR Part 32.
ACCOUNT NUMBERS
ACCOUNT NAMES CLASS A CLASS B
NET INCOME OR NET MARGINS: the sum of the balances of the following accounts of the Mortgagor:
Local Network Services Revenue;
Network Access Services Revenues
Long Distance Network Services Revenues 5000s thru 5300s
Miscellaneous Revenues
LESS: Uncollectible Revenues
Other Operating Income and Expense 7100* 7100
Nonoperating Income and Expense 7300* 7300
Income Effect of Jurisdictional
Rate-making Difference - Net 7910 7910
Nonregulated Net Income 7990 7990
Other Nonregulated Revenues 7991 7991
LESS: balances of the following accounts:
Plant Specific Operations Expense
Plant Nonspecific Operations Expense 6100s thru 6700s
Customer Operations
Corporate Operations
Operating Taxes 7200* 7200
Nonopcrating Taxes 7400* 7400
Interest and Related Items 7500* 7500
Extraordinary Items 7600* 7600
INTEREST EXPENSE: the sum of the balances of the following accounts of the Mortgagor:
Interest and Related Items 7500* 7500
Interest on Funded Debt 7510
Interest Expense - Capital Leases 7520
Amortization of Debt Issuance Expense 7530
Other Interest Deductions 7540
LESS: Allowance for Funds Used
During Construction 7340 7300.4
*Summary Accounts
TEX 1-03-08-003-WY
Page 1
TOTAL TELECOMMUNICATIONS PLANT: the sum of the balances of the following accounts of the
Mortgagor:
Telecormnunications Plant in Servtce 2001 200l
Property Held for Future
Teleconmmnications Use 2002 2002
Telecommunications Plant Under
Constructior~ - Short Term 2003 2003
Telecommunications Plant Under
Con struction - Long Term 2004 2004
Telecommunication s Plant Adjustment 2005 2005
Nonoperating Plant
Goodwill 2006 2006
2007 2007
NET WORTH OR EQUITY: the sum of the balances' of the following accounts of the Mortgagor:
Capital Stock 4510
Additional Paid-In Capital 4520
Treasury Stock
Other Capital 4530
4540
Retained Earn ings 455 D
NOTE: FOR NONPROFIT ORGANIZATIONS- OWNER'S EQUITY SHALL BE SHOWN IN
SUBACCOUNTS OF 4540 AND 4550,
TOTAL ASSETS: the sum of the balances of the following accounts of the Mortgagor:
Currellt Assets
Noncurrent Assets ll00s thru 1300s
1400s thru 1500s
Total Telecommunications Plant 2001 thru '2007
LESS: Accumulated Depreciation 3100 thru 3300s
LESS: Accumulated Amortization 3400 thru 3600s
DEPRECIATION AND AMORTIZATION: the sum of the balances of the following accounts of the Mortgagor:
Depreciation and
Amortization Expenses
Depreciation Expense- 65fl0'~
Telecommunications Plant in Service
Depreciation Expense- 6561
Property Held for Future
Telecommunications Use _. 6562
Amortization Expense- Tangible 6563
Amortization Expense- Intangible 6564
Amortization Expense- Other 6565
TEX 1-03 -08-003 -WY
Page 2
EXHIBIT A
LINCO~ COUI'4TY, WYOMING
A certain tract of Iar~d situated in Lincok~ County, State of Wyoming, described in that
certain deed dated July 31, 1998 and executed by Ted. R. Miller and Peggy Amae Miller,
C.u'antcrrs to Silver Star Telephone Company, Inc., Grantee, and recorded on August 11, 1998,
as Lustrument No. 852401, Official records of Lincoln County, Stat~ of Wyoming; more
particularly described as follows:
Tb.e East 127 feet of the South half of Lot 4 Block 29 of the A/~on, Wyoming,
Townsite Plat.
Parcel ~2
A cenai~ tract of land situated in Lincoln County, State of Wyoming, described in that
certaip_ deed dated December I6, 1998, and executed by Ted C. Frome and Betty B. Frome,
Grantors to Silver Star Telephone Company, Inc. who acquired title as Silver Star Telephone
Co.. Inc., C,-rant~e, and recorded on December 17, 1998, as Instrument No. 0855501, Official
records of Lincoln County, State of Wyoming; more particularly described as follows:
That pm of the S Vi of the N~ ¼ of Section 31, T 32 N, R. 118 W, and that pan of
· e SE ¼, NE ¼ of Section 36, T 32 N, K 119 W, within the Southeast Alton
Annexation to the Town of A.fion, Lincoln County, Wyoming, being part of that tract
of record in the Office of the Clerk of Lincoln County in Book 54 of Photostatic
Records on page 238, and Civil No. 9915, of record in the Office ortho Clerk of the
District Court, Third Judicial District, Lincoln County, Wyoming, described as
follows:
BEGINNING at the southwest comer of said S ~.~ N~ ¼;
thence N 890 -51' -06" E, 440.90 feet, along the south line of said S ~, N~ ¼, to a
point at the intersection ora southerly extension of the east line oft. hat tract of record
in Book 358 of Photostatic Records on page 425;
LEGAL ~E$CRIPTIONS FINAL
Page 1 of 7
thence N 00%03' '19" E,
com~ of sMd ~a~ m~ked
· ence N ~9° -54' -34" W, ~1.25 fe~ ~g
souEw~t poMt of~d ~ co--on
~d o~cc ~ Book 405 ofPho~o~fic ~cor~ on page 774;
~cnce SO~ 155.63 fce~ ~ong
sourest poE~ of sMd ~m;
~cnce N 89° -54' -34" W, 220.00 fee~ Eong
0 '
· ~ce co~g N 89~ -54'-34" W, 41.82 fce~ to aport on ~e e~ly H~t-of-
way l~e of U.S. ~W~ 89;
· ~ce S 00~ 49' -12" ~ 213.00 fee; along s~d ~t~ly fi~t~f-way I~e, to aport
on ~e s~u~ ~e ofs~d SE
~ence N 89~ -51' -06" E, 38.77 fe~ ~ ~e CO~ OF BEG~G.
P~cel 3
A certain tract of land situated in Lincoin County, State of Wyoming, described in that
certain deed dated fuly 2g, 1950 and executed by William E. ~'enkins and Lena. O'enklns,
Ora.Nors to Silver Star Telephone Company, Inc,, who acquired title as Silver Star Tel. Co,,
Inc., Grantee, and recorded on August 24, 1950, in Book 27 of Deeds ar Page 505, Officiai
records of Lincoln County, State of Wyoming; more particularly described as follows:
All that portion of the NW ¼ of the NW ',/, of Section 35 Township 35 North, Range
119 West of the Six~ P.M. in Lincoln County, Wyoming, bounded as follows:
Beginning az a point I 15 feet South of the Northwest comer of the NW Vt of the NW
¼ of Section 35 Township 35, Range 1 I9 West of the Sixth P.M., Wyoming, thence
South 54 feet, thenc~ East 114 feet. thence North 54 feet. thence West 11¢ feet to a
place ofbe~nning, containing 6,156 square feet, more or less.
LF:GAL OE~SCRIPT1ONS FINAL
Page 2 of' 7
A certain tract of land situated in Lincoln County, Smt~ of Wyoming, d~cribed in two
certain Car~e~ve Warranty De~Is dated April 27, 1992 andApri128, 1992, respectively; the
first deed by Wilma H. Hale, formerly Wiln~ H. Jenkins, a widow, Kendall Evan Jenkins
and Eileen Jeane~ Jenkins, hmband and wife, as Grantors to Silver Star Telephone
Company, Inc., who acquired titte as Silver Star Telephone Compauy, as Grantee; the second
deed by Steven FL Jenkins and Ulla Lizzi Jenkins, husband and wife, as Grantors to Silver
Star Telephone Company, Inc., who acquired tide as Silver Star Teleplmne Company,
Grantee; both deeds bein~ recorded ~-, A ,~,, .........
~ ,-,,u, ',, ~:,.~ m me umce o~tne county Clerk and x
officio Register of Deeds of Lincoln Count, State o~'ur-.~:-- -~ .... E -
-~, , ,, ~uuuu§, me nr~ creed m BoOk 309
PR of Deeds, Page 552, as Instrtanent No. 747652, the second deed in Book 309 of Deeds,
Page 550, as Immanent No. 747651. Both deeds correct the description contained in a
Warranty Deed recorded in Book 105 PR, Page 545, on July 19, 1973, a~ Instrument No.
448892 which mart of land is more particularly described as follows:
That part ortho E 'A ortho NE Vq of Section 34, T35N, R 119 W, Lincoln County,
Wyoming, being part of those tracts of record in the Office of the Clerk of Lincoin
County in Book 120 of Photostatic Records on Page I93 and in Book 199 of
Photostatic Records on page 420, described as follows:
BEGINNING at apoint on the west fight-of, way line ofU. S. Highway 89, S 02°-14.1'
W, 1,330.97 feet fi:om the northeast comer of said Section 34, found as described in
the Certified Land Comer Recordation Certificate filed in the said Office, sa.id point
being S 00°-05.1' W, 122.8I feet from a marker at station I648+00;
thence S 00°-05.1' W, 277.19 feet, along said west right-of-way line to a marker at
stat/on 1644+00;
thence N 890-54.9' W, 20.00 feet, along said west right, of.way line to a marker at
station 1644+00;
thence S 00°-04. I' W, 16.35 feet. along said west ri~t-of, way line to a point;
LEGAL DE~CRhaTiON$ FINAL
Page 3 of 7
thence N 70°.11,1' W, 79,47 feet along aa existing fence to a point;
thence N 78%01.2' W, 199,3 8 feet along a~ existing fence to a point;
thence N 580-28.3, W, 432 12 feet along aa existing fence to a point, S ~ ,
· 28-07. w,
1,507,15 feet from the said northeast comer;
thence S 89"-56.0' E, 658.56 feet along aa existing fence to the POIZ~T OF
BEGINNING.
Parcel 5
A certain trac~ of land siruat~l in Li~c~lu County, Slate of Wycazi~g, desr.~bed in
c~ ~ed ~ted S~t~b~ 13, 1971, ~d exceed ~ B~d~ W. C~, ~tors to
SHv~ St~ Tel~hone C~p~, ~e., who ~u~edfifle ~ Silver S~ Tel~one Co., Me.,
~tee, ~d re~orded on Sept~b~ 16, 1971, ~ ~~t No, 433423, Offiei~ rec~
of LMeoh Co.U, State of Wyo~g; m~e p~eM~ly ~s~b~ ~ folIo~:
All ~ ~M~ of~e SE M of~e SW M of 8~< 20, To~p 37 No~ ~ge
118 Were ~ LMcoh Co=v, Wyoming, bonded ~ follows:
Berg S 45006' ~ 28.30 feet ~ ~e No.west Come SE V~ SW :A, Scion
20., T 37 N, R l 18 W, ~d m~Mg ~ce N 89°53' E, 160 fe~ ~ce S 00~' E, I00
fee~ ~=ce S 89°5Y W, 160 f~ ~ee N 0:~' W, 100 fee to point Ofbe~Mg.
P~cel 6
A cena~ eact of ~d simted ~ Lincoln Co~, State of WYombg, des~bed
ee~ deed ated Y~e 13, 1990 ~d ~ecu~d by Gl~ W. ~ser and Bl~ch Moser,
~to~ to Silv~ S~ Tel~hone Comp~, Inc., who acquired ~tle ~ Silver St~
Teleph~e, ~tee, ad recorded on June I5, 1990, a Instant No, 719167, Official
~cor~ of L~caln Count, Sam ofWyo~ng; mo~ ~euI~ly d=efibed ~ follows:
All ~at portion of~e SW ~ of ac ~ ~ of Se~ion 23, T 34 N, K 119 W, 6· P.M.
~ L~co~ Co~, Wyo~ng, bonded ~ follows:
LE(~AL DESCRI raTIONS FINAu
Page 4 of 7
A portion of Block t, V~u Noy Park Addition to thc Town of Thaync, Wyoming, also
located widfin the SW V,, NE ¼, Section 23, T 34 N, R 113 W, 6'~ P.M., more
particularly d~scribed as follows: Beginning at apoint on the East R/W line of Moscr
S~ree~ also known as Lincoln Street, 22!75. fe~t N 00032.3, from ~e SW comer of
said Block 1, Van.N0y Park Addition, which is also the SW comer of Lot 9; and
nmning th~nc~ H 00032.3' W, 75.00 feet; thence S g9°$4.4' E, 105.00 feet;, thence S
00032.3, E, 75,00 feet; to an existing fence, thence N 89054.4' W, I05.00 feet m the
point of beginning,
Parcel 7
A certain tract of lami situated in Lincoln County, Sate of Wyoming, described ~u that
certain deed d~ted August 6, 1990 and executed by ArveI WoLfley and Clarice
Grantors to Silver Star Telephone Company, Inc., who acquired title as Silver Star
Telephone, Inc., Grantee, and recorded on August 13, 1990, as IaSmament No. 721646,
Official records of Lincoln County,. Sta~e of Wyoming; mare particularly described as
follows:
All that portion of trio Southeast Quarter of S:ction 29, T 34 N, R 118 W, 6~ P.M.,
in. Lincoln Col.ultT, Wyoming, bounded as follows:
A portion of Lot 3, Bldck 6, Town of Bedford, b~ing the Southeast Quarter of Sect/on
29, T 34 N, K I18 W, 6~' P.M., Lincoln County, Wyoming, described as follows:
Beginning at the Southeast comer of said Lot 3, running thenceN 89°51'$4" W, 75.00
feet; thence North 75.00; thence S g9°51'54'' E, 75.00 feet, thence South 75.00 feet
to the point ofbeginn/ng.
CARIBOU COUNTY, IDAHO
A certain tract of land situated in Caribou County, State of Idaho, described in that certain
de~d executed by L,~wis Bros., Inc., Grantors to Silver Star Telephone Company, Inc. who
acquired title as Silver Star Communications, Grantee, and recorded on 3uno 7, 2000, as
Insu'ument No. 161 $11, Official records of Caribou County, State oF/daho; more particularly
described as follows:
LEGAL DESCRIPTIONS FINAL
Page ~ of 7
All that certain lot, piece or paroel o£1and lyin§ and be/ng in the County of Caribou,
State of'Idaho anti more particularly dascribed as follows, to-wit:
Towrmhip ~5 South, ~ge 42 East oft. he Boise, M~dian; Section 10:
Beginning at a point on the North line of Section 10, South 89°49,45'' West 192.50
feet of the Northeast c~ner of said Section 10, said po/nt being also on the Westerly
right of way fe~c~ of State Highway No. 54, and mnn/ng thence South ~°58,59,,
West 147.1I feet along said fight of way fence to a poet; thence South 89°46,19..
West 104.24 fe~ to a point, thence North 00°09'36" West 104.24 fe~, to a point on
said North I/ne; thence North 89°49'45. Em 208.52 feet along ~ald North line, to the
point ofbegL, ming.
ParcM 9
A certain tract ofland situated in Caribou County, Stae of Idaho, described in that certain
deed dated April 28, 1992 and exemited by Max B. Weaver and Lilo Weaver, Grantors to
Silver Star Telephone Company, T_~% Grantee, andreeord~d on April30, 1992, as Instmrnent
No. 143447 and corrected by Correative Quitclaim Deed dated November 24, 1992 and
- recorded December 8, 1'~92 as Instrument No. 144721, Of~cial records of Caribou County,
State of Idaho; more particularly described as follows:
All that portion of Section 23, Township 5 South, Range 43 East; Boise Meridian,
Caribou County, State of Idaho, bounded as follows:
Beginning at the Northeast comer of said Section 2~; thence South 1,342.18 feet
along the East line of said Se~on; thence West 992.49 feet to the Tree Point of
Beginning which is a 5/8" rebarwith cap labeled"AA HUDSON PLS 4735" set atthe
intersection of the Westerly risht-of-way of the Wayan Loop Road and the accepted
boundary fence between Max Weaver and Leith IL' Somsen;
Thence North 89°30'$$,, West 89.39 feet Mong said fence to a 5/g" rebar with cap set
at a fence comer;, ~ence North 34°31'27" East 77.39 feet along a fence line to a $/8"
rebar with cap se~ at a fence comer on westerly r/ght-of-way of said road; thence
South 35012,20" East 78.96 feet along said I/ne to the Trim Point of Beginning.
LEGAL DESCRIPTIONS
Page 6 of 7
BONNEVILLE COUNTY, IDA]~O
Parcel 10
A carmin tr~z of lind simamd in Bonneville County, S~e of Idaho,
deed ~d J~u~ 30, 1961 ~d ~¢z~d by H~ O.
S~ver S~ Tcl~hone Comply, ~o,, who ~q~ed ~fle
~tee, ~d rccor~d on Jm~ 31, 1981, h. Book 132 ofDee~ ~ P~e 417, O~ci~
mcor~ ofBo~e Co~, S~e ofI~o; mor~ p~l~ d~efibed
All ~p~on of~e~ ~ of~e~ ~ of~e Se~on 20, To~ 1 N~ ~ge
~ E~ of~e Boise M~&~ ~ B~lle Co.w, la. ho~ ~ded ~ follows:
Co~~g a a po~ ~o ~ So~ ~ ~e No~w~t com~ of~e No~e~t
~m~ of~e N~I ~ of Se~on 20, Townshp 1 N~ ~ge ~ E~ of
~e Bo~e M~ ~d m~ ~mce Eat 8 ~, ~e~e Sou~ 20 Ro~, ~ence
West 8 Roa, ~ce N~ 20 Koa m ~e pl~e ofbe~g.
LEGAL DESCRIPTIONS F]N,~L
Page 7 of 7