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Home My WebLink About875339 i..II',tCOLr,! O(,:L:N I'Y OLERI( WYOM~G 50I-LA1 S~VER STAR "'~"~'"~'~ ~'~':':, ' """ "' .~STATED MORTGAGE, : .... SECUR~Y AGREEMENT hOOK 4'70pR PAGE 8 8 .1. AND, F~ANC~G STATEMENT made by and among SILVER STAR TELEPHO~ COMPANY, INC. 104101 Highway 89 Freedom, Wyo~ng 83120, as 'mortgagor and debtor, and UNITED STATES OF ~ERICA Rural Utilities Service Washington, D.C. 20250-1500, as mortgagee and secured party, and RU~ TELEPHONE BANK Rural Telephone Bank c/o Rural Utilities Service Washington, D.C, 20250-1500, as mortgagee and secured p~ty, and RURAL TELEPHO~ FINANCE cOOPERATiVE 2201 Cooperative Way Herndon, Virginia 20171-3025 as' mortgagee and secured party. Dated as of June 1, 2001 I ~n .,~ }ul/. AS MORTGAGOR IS A TRANSMITTING UTILITY. - ~ I THIS INSTRUMENT CONTAINS PROVISIONS THAT COVER REAL AND PERSONAL [PROCEEDS FUTURE ADVANCES AND FU PROPERTY AFTER ACQUIRED PROPERTY NO, Y 3 Generated: May 24, 2001 5,63 RESTATED IVlORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT, dated as of June 1, 2001, made by and among SILVER STAR TELEPHONE COMPANY, INC. (hereinafter called thc "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 Service (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 (hereinafter called "RTFC"), a South Dakota Cooperative Association (the Government, the Bank and RTFC being hereinafter sometixnes collectively called the "Mortgagees").. WHEREAS, pursuant to Public Law 103-354, the Rural Utilities Service (hereinafter sometimes called "RUS") is the successor to the Rural Electrification Administration (hereinafter sometimes called "REA") and the Administrator of the Rural Utilities Service is the successor to the Administrator of the Rural Electrification Administration and for purposes of the "Underlying Mortgage" (as hereinafter defined) identified in Schedule A of "this Mortgage" (as hereinafter defined) the terms "REA" and "Administrator" shall be deemed to mean respectively "RUS" and the "Administrator of thc RUS"; and WHEREAS, thc Mortt~agor 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 Io such Mortgagee(s) the "Current Notes" (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 Commercial Code of any state (hereinafter called the "Uniform Commercml 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 Cornmercial Code; NOW, THEREFORE, THIS MORTGAGE WlTNESSETH 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" (as 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 grant, 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 I All right, title and interest of the Mortgagor in and to the "Existing Facilities" (as hereinafter defined) and buildings, plants, works, improvements, structures, estates, grants, franchises, easements, rights, privileges and properties real, personal and mixed, tangible or intangible, of every kind or description, now owned or leased by the Mortgagor or which may hereafter be owned or leased, constructed or acquired by the 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, instruments, connections and appliances, office furniture and equipment, work equipment and any and all other Property of every kind, nature and description, used, useful or acquired for use by the Mortgagor in connection therewith and including, 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 by 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 ·appertaining. All right, title and interest of the Mortgagor in, to and under any and all grants, privileges, rights of way and easements now owned, held, leased, enjoyed or exercised, or which.may hereafter be owned, held, leased, acquired, enjoyed 'or exercised, by the Mortgagor for the purposes of, or in Connection with, the construction or operation by or on behalf of the Mortgagor of telephone .properties, facilities, systems or businesses, whether underground or overhead or otherwise, wherever located; All fight, title and interest of the Mortgagor in, to and under any 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 assignoi~s by the United States of America, or by any state, or by any county, township, municipality; village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition, 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 IV 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 rigl!ts 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, association, 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 ail 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 but not specifically described herein or acquired or held by the Mortgagor after the date hereof shall be as fully embraced within and subjected to the lien hereof as if the same were now owned by the Mortgagor and were specifically described herein to the extent only, however, that the subjection of such property to the lien hereof shall not be contrary to law; TOGETHER WITH all rents, 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 seo0. "Additional Notes" shall mean the Additional Bank Notes, the Additional RTFC Notes and the'Additional RUS Notes collectively: TMAG-03-O8-003-WY Page 3 855 "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 by 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 subst tute notes which may from time to time be executed and delivered by the Mortgagor to the Government pursuant to the terms of Article I, Section 1. "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 Additional Bank 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 the heading "Telephone Loan Contract" in Schedule A hereto, as the same may have been previously amen&& and an>' future amendments thereto, together with any agreements among the Mortgagor, the Government. acting through the Administrator, and FFB, pursuant to which the Government guarantees the loans made by FFB to the Mortgagor, pursuant to the Act, and any amendments thereto. "Current Notes" shall mean the notes issued by the Morigagor 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 Government to FFB under the 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 amendments or supplements thereto from time to time. "notes" shall mean collectively the Bank Notes, the' RTFC Notes and the RUS Notes. utstanamg 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 ureter 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 mean the loan agreement (s) 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 amendments thereto. TMAG-O3-O8-003-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 tlhe 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 instruments 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 the Government to the Mortgagor pursuant to the Act, or to evidence ind~ebtedness of the Mortgagor incurred by the assumption by the Mortgagor of the 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 assumption by the Mortgagor of the indebtedness of a third party or parties 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 parties 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 tofime execute anddeliver 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 provisions 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 twenty-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 ouI:standing, 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 :gecured by this Mortgage without the prior written approval thereof by the Government and the Bank, and no Additional RUS Notes or Additional Bank N~,tes shall be secured by this Mortgage without the prior written approval thereof by RTFC. No such prior written approval shall be required with respect to the execution and delivery by the Mortgagor of (1) notes issued to refund, renew or substitute for 'any outstanding note or notes, and (2) the Outstanding Notes, and (3) Additional Notes issued to ~[he 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 fi'om FFB to the Mortgagor and Additional BankNotes to evidence a loan or loans 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 f0rma financial analysis of the Mortgagor, for the test )'ear 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 Seruice Coverage ("DSC") of not less than 1.25; and an Equity to Assets Ratio equal to or TMAO.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 fill', mortgages supplemental to this Mortgage which thereafter shall form a part hereof, for the purpose of formally confirming this Mortgage as security fol' the notes. Nothing herein contained shall require the execution and delivery by the Mortgagor of a supplemental mortgage in connection with the issuance hereunder or the securing hereby of notes except as hereinafter provided in Section 12 of Article II hereof. ARTICLE II . PARTICULAR COVENANTS OF THE MORTGAGOR The 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 incorporation and by-laws and the laws of the State of its incorporation 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 for 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, the 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 free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title thereto, except (i) the lien of this Mortgage and taxes or assessments not yet due; (ii) deposits or pledges to secure payment of worker's compensation, unemployment insurance, 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 tothe 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 iMortgagor will furniSh to the Mortgagees or to any n0teh01der 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 thereof, and all other sums becoming 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 Agreement; provided that any such prepayment shall be applied pro rata to the RUS Notes, the Bank Notes and the 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-03-08~00B-Wy Page 6 888 installment~ thereof as may be designated by lhe 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 notc will result in (1) an economic benefit defined as a present vallue savfngs when comparing the cash flows of' the ref'unding note with the C~lsh flows of the note befng 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 noteholders 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 hereafter to it granted or upon it conferred, and will comply with all valid laws, ordiuances, regulations and requirements 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 in principal amount of the RUS Notes at the time outstanding (hereinafter called the "majority RUS no:teholders") 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 ~ majority of the RTFC noteholders at the time outstanding (hereinafter called the "majority RTFC noteholders"), take or suffer to be taken any steps to reorganize, or to consolidate with or merge into any other corporation or to permit any other corporation to merge into the Mortgagor or acquire all or substantially all of the business or assets of another corporation if such acquisition 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 an2/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 of such reorganization, consolidation 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 iholders 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 otherwise 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 k/nd 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 owing 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 apl>lied 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 RTPC 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 RU$ 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 the 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 all 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 properties in continuous operation 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 in 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 the Mortgaged Property outright, and not stibject 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, in light of the facts, including but not limited to, the practices, methods, and acts engaged in or approved by a significant portion of the telecommunications 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 is 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 insurance 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 termination. (c) In the event of damage to or the destruction of any portion of the Mortgaged Property which is Used or useful in the M°rtgagor's business and which shall be covered by insurance, unless each Mortgagee shall otherWise agree, the Mortgagor shall replace or restore such damaged, destroyed, 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 repltace 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 coyenants 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 repair 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 (wi. thout prejudice to any other rights arising by reason of such default) to adw~nce or expend moneys for the purpose of procuring such insurance, or for the payment of insurance premiums, 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 sarae from any tax or other sale, or to purchase any tax title thereon, or to remove or purchase any mechanics' 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 suit in relation 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 Property 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 obl~igatory 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 maintenance of all or any pan of its property, for the use by others of any of the Mortgaged Property, orfor t011 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 funds, 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 size 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 payments or loans, or in 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 in, 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 Exlhibit 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 meaning prescribed for this term by the Federal Communications Commission in its prevailing uniform system of accounts for Class A telephone companies, TMAG-03-08-003-WY Page 9 .,' 891 SECTION l l. 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 totime 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 arid 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 nol:eholder 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 than 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 majority 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 pertaining to its 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 majority 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, instruments and conveyances as may reasonably be requested by the majority 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 noteholders' the majority Bank noteholders or the majority RTFC noteholders 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 laTM or reasonably requested by the majority RUS noteholders, the majority Bank noteholders orthe 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 deedsof 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 ahy fiscal year while any of the notes ar~ outstanding, tho Mortgagor veill at any time or times upon written demand of the majority RUS noteholders, the majority Bank noteh01ders 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, 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 majority RUS noteholders, the majority Bank noteholders or the majority RTFC noteholders in order to include i'n this Mortgage, as Mortgaged Property, and to subject to all the terms 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 shall be deemed to be part of the Mortgaged Property for all purposes hereof. SECTION 13. Any noteholder may, at any time or times in :mccession without notice 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 corporation 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 of such extension consented thereto in writing. SECTION 14. The Mortgagor, subject to applicable laws and rules and orders o.f 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 obligations 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 company 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 Mortgager's net worth is equal to at least one percent of its total assets and the amount of all such distributions during the calendar year does not exceed twenty-five percent of the Mortgager's net income or net margins for the prior calendar year; (2) the Mortgager'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 percent of the Mortgager's net income or net margins for the prior calendar year; (3) the Mortgager's net worth is equal to at least thirty percent of its total assets and the amount of all such distributions during the calendar year does not exceed seventy-five percent of its net income or net margins for the prior calendar year; or (4) the Mortgager's net worth 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 margins" are dete. rmined 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 " 893 SECTION 16. In the event that the Mortgaged Property, or ~ny 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: first, 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 have 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 noteholders 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 the 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 or 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 the occurrence of any default or event of default of which the Mortgagor has knowledge under any such agreement. In the event of any inconsistency between the terms and con, ditions of the Mortgage and the Consolidated Loan Agreement and the RTI:~C Loan Agreement, the terms of the Mortgage shall apply to the Mortgagor. SECTION i 8. 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 the paid and discharged group of notes shall vest in tlhe Mortgagee associated with the groups' of notes remaining outstanding, and the rights and powers of the holder(s) of the paid and discharged group of notes shall vest in the holder(s) of the group of notes remaining outstanding.' The Government is the "Mortgagee 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 noteholders shall execute and deliver such instruments, assignments, releases or other documents as shall be reasonabl7 required to carry out the intention of this section. SECTION 19. At all times when any note is held by the Gow~rnment, 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 insured purchaser, it shall continue to be considered a "note" as defined herein, but as to any such insured note the Government, and not such insured purchaser, shall be considered to be, and shall have the rights of, the noteholder for purposes of this Mortgage. Notice of the rights of the Government 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 Administrator, pursuant to the Act, the Gov'ernment and not FFB shall be considered to be, and shall have the rights of the noteholder for purposes of this Mortgage. SECTION 20. As used in Article I, Section l(d), Article II, Section 3, and Article II, Section 14 hereof and in this Section, TIER shall mean the Mortgagor's net income or net margins (determined in accordance with. Exhibit One hereto) plus interest expense (determined in accordance with Exhibit One hereto), divided by interest expense. For purposes of Article II, Section 14 hereof, Average TIER shall be determined 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 A~ used in Article I, S~ction l(d) Article II, Section 3 and Article II, Section 14 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 1 (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 :Exhibit 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 accounts used, if such accounts ha,~e substantially the same meaning as those prescribed by the Federal Communications Commission in its prevailing uniform system of accounts for telecommunications companies (47 CFR Part 32). 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 paJ:t 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 11 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 ,of 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 continue 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 for a period of thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Mortgagor by any noteholder; (c) the Mortgagor shall file a petition in bankruptcy or be adjudicated a bankrupt or insolvent, or shall make an assignment 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 reorganization shall not be dismissed within thirty (30) days after the institution thereof; (d). 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 the entry thereof; (e) the Mortgagor shall forfeit or otherwise be deprived of its corporate charter or franchises, perm/ts 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 on any or all notes held by such noteholder to be due 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 damage and together with interest at the highest rate legally permissible, 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 impair any right consequent thereon. SECTION 21 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 the majority noteholders the Government and the Bank shall be determined to be one noteholder with their balances combined and also, such Government and Bank combination shall be determined t'o bethe majority noteholders if they together hold 50% or more of the outstanding principal balance) for itself or 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: (a) take immediate possession of the Mortgaged Property, collect and receive all credits, outstanding accounts and bills receivable of the Mortgagor and all ren[ts, 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 the Mortgaged Property as fully as the Mortgagor might do if in possession thereof, including, without limitation, the making of all repairs or replacements deemed necessary or advisable; (b) proceed to protect and enforce the rights of the Mortgagees and the rights of the noteh~lder or noteholders under this Mortgage by suits or actions in equity or at law in any court or courts of competent jurisdiction, whether for specific performance of any covenant or any agreement contained ' · '. of the execution of any power herein granted or for the for~ .......... ~ ~her.em or ~n md ~,~,u~m, ~m'eoI or nereunaer or xor the sale of the Mortgaged Property, or any part thereof, or to collect the debts hereby secured or for the enforcement of such other or additional appropriate legal or equitable remedies as.may be deemed 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 suit 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 Mort.gagor 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 of 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 such 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 by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and without further notice or publication the sale may be had at the time and place to which the same shall be adjourned, 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 majority noteholders shall have had knowledge of the happening of an event or events of default, the majority noteholders shall not 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 da~Les any such interest or principal shall become due and payable in accordance with the terms of such note. SECTION 4. At an), sale hereunder any noteholder or noteholders shall have the right to bid for and purchase the Mortgaged Properly. or such part thereof as shall be offered for sale, and any noteholder or noteholders may apply in settlemenl of thc 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 noteholdcr or nmeholders, 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 an'./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 the 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 irmnediate written notice to each of the Mortgagees and to all of the noteholders 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 no~[eholders shall be cumulative and shall be in addition to every other right and remedy given hereunder or now or hereafter existing at law, or inequity, 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 enforcement 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, immediately after such sale, of the purchaser or purchasers; thereat, and the Mortgagor, for itself and all'who may claim through or under it, 'hereby waives the benefit of all such laws unless such waiver shall be forbidden by law. · 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 noteholdei- any plan of reorganization, arrangement, adjustment 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 in 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 POSSESSION UNTIL DEFAULT-DEFEASANCE CLAUSE SECTION 1. Until some one or more of the events of defau.~.t shall have happened, the Mortgagor shall be suffered and permitted to retain actual possession of the Mortgaged Property, and to manage, operate and use the same and any part thereof, with the rights and franchises appertaining thereto, 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 assignments 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 from 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 inquiry as to the sufficiency or authorization fhOern.~unnYdPe~.yments received by it or take any other action to collect or enforce any claim for payment assigned SECTION 3. If the Mortgagor shall well and truly pay or cause to be paid the whole' amount of the prin~cipal of and the interest on the notes at the time and in the manner therein provided, according to the true intent and meaning thereoL and shall also pay or cause to be paid all other sums payable hereunder by the Mortgagor and shall well 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 of this Mortgage upon the record. In any event, each noteholder, upon payment in full to himby the Mortgagor of all principal 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 ' 898 to such noteholder hereunder, shall execute and deliver to the Mortgagor such instrument 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 given to the Mortgagor or obtained by it to use real property in connection with the construction, operation or maintenance of such lines, or systems, and all service and connecting lines, poles, posts, crossarms, wires, cables, conduits, ducls, contnections 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, shall 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 ~anted 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 convenience only and shall not be deemed to affect the meaning or construction of any of the provisions 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. Department 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 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 by 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 designated shall be deemed to be the address of such party in lieu of the address hereinabove given. The Mortgagor will promptly notify the Mortgagees in writing of any change in location of its chief place of business or the office where its records contcerning 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 Ivlortgagee or any other holder or holcters of notes. SECTION 7. To the extent that any of the property described or referred to in this Mortgage is governed by the provisions of the Uniform Commercial Code this Mortgage is hereby deemed a "security agreement" 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 Mortgagees.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 one 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, RUPo~tL 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 FINA/NCE COOPERATIVE, 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, 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. TMA.G-03-08-003-WY Page 18 083 ~ ,~,3,},,j gOO SILVER STAR TELEPHONE COMPANY, ~C. ~: ..... ~C'""..?/ ~ ~ 0 ~r.:~ ~ President ,.,'.,.., r .....'L~,./ %eg':'",":"~ " , Secretary - /- ~ Executed by the Mortgagor in lthe presence of: TMAG-03-08-003-WY Page 19 · 90 1 UNITED STATI~S OF AMERICA, and ~U~AL T~LEPHON~ BANK, re~pectiv~l~ Director, Northwest ~ea Teleco~unications Program of the Rural Utilities Service and for the '.:~. Rural Telephone Bank , . ,,'~:~; :..~,~ .,., · . A , . ~t:,~,, ' ~ retry Rural Telephone Bank Executed 'by United States of America, Mortgagee, and Rural Telephone Bank, : .Mortgagee, in the p.resenc.e,..of: ¢SEAL)" "V'" ~ant S~ecret /- ~''~s sistanct' Se~'~ry'Treas a/rer .. ,'-: ary Treasurer Executed by RTFC, Morgagee, / Witnesses ~ TMAG-O3-08.003-WY Page 20 STATE OF WYOMING ) ?,' /,. ~" ) SS COUNTY OF ~_.,~ ~(..~,;. ,t~'tl.,'. ~,~c_ ) The foregoing instrument was acknowledged before me by ~/<//~, ~"&/~ President of Not~ry ' ' (Notarial Seal) My conmfission expires: TM AG-03 -08 -003 -WY Page 21 · 3 D)[STRICT OF COLUMBIA ) SS This instrument was acknowledged before me on q.J(At~L. ~, ..... ,~ ............ J~=,EY H.~EP, ENT , Director, Northwest Area '~,]~-}- ~., zu ~, oy ' , , - ~ u nlcatlons ~rogram of the ~uta' ummes ~ervice o/the Un,ted States of America and f~ the Rural ~,h~e/~. ~ ':, ~ ~ ~ > ~ ,.~: J ' /Notary Public :'::~ "~'~"', 'QSot~i;l ~eal).' , My Eisa A, Johnson . co~ssion expires:~ta¢~ Public District ~ C~umbia .My. Commission Expires: October 14, 2001 TMAO-03-08-003-WY Page 22 90 4 COMMONWEALTH OF VIRGINIA ) )ss COUNTY OF FAIRFAX ) BE IT REMEMBERED, that on this d~ ~ day of -ff"~ ,20 ~/, befbr¢ me, the undersigned, a n~otary p~jblic in and for the Commonwealth of Virginia, aforesaid, came __ .,Z~e/'I~,Z~_M/--.'.'.'.'.'.'.~ ~4~. ,,'~- d(. , 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 exercution 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. o ~ ~.~; Notary Public (N~ar~al ~eal) My co~ssion ~xpir¢s: ~0 TM;AG-03-08-003-WY Page 23 "Telephone Loan Contract" (exclusive of any amendments) dated as of June 15,1960 "Outstanding KUS Notes": Five (5) certain niortgage notes payable to the order of the Govenunent, in the aggregate principal amount of $5,553,000.00, of all 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 principal amount of $820,050.00, which will finally mature on or before December 1, 2009. "Underlying Mortgage" Instrument Dat__._~e Restated Mortgage. Security Agreement, and Financing Statement December 25, 1990 Supplement to Restated Mortgage, Security Agreement and Financing Statement December 01, 1995 9O6 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" Instrument Date Restated Mortgage, Security Agreement and Financing Statement December 25, 1990 Supplement to Restated Mortgage, Security Agreement and Financing Statement December 01, 1995 .907 E×hibit One (E×hibit to Mortgage) UNIFORM SYSTEM OF ACCOUNTS ACCOUNT NUMBERS USED IN CERTAIN PROVISIONS All references regarding account numbers are to 47 CFR Part 32, ACCOUNT NAMES ACCOUNT NUMBERS CLASS A CLASS B NET INCOME OR NET MARGINS: the sum of the balances of the following accounts of the Mortgagor: Local Network Services Revenues ) Network Access Services Revenues ) Long Distance Network Services Revenues ) Miscellaneous Revenues ) 5000s thru 5300s LESS: Uncollectible Revenues ) Other Operating Income and Expense Nonoperating Income and Expense 7100' 7100 Income Effect of Jurisdictional 7300* 7300 Rate-making Difference - Net Nonregulated Net Income 7910 7910 Other Nonregulated Revenues 7990 7990 LESS: balances of the following accounts: 7991 7991 Plant Specific Operations ExPense Plant Nonspecific Operations Expense ) 6100s thru 6700s Customer Operations ) Corporate Operations ) Operating Taxes Nonoperating Taxes 7200* 7200 Interest and Related Items 7400* 7400 Extraordinary Items 7500* 7500 7600* 7600 INTEREST EXPENSE: the sum Of the balances of the following accounts of the Mortgagor: Interest and Related Items Interest on Funded Debt 7500* 7500 Interest Expense - Capital Leases 7510 Amortization of Debt Issuance Expense 7520 Other Interest Deductions 7530 LESS:Allowance for Funds Used' 7540 During Construction 7340 7300.4 *Summary Accounts TEX :[ -03-08-003-WY Page 1 TOTAL TELECOMMUNICATIONS PLANT: the sum of the balances of the following accounts of the Mortgagor: Telecommunications Plant in Service 2001 2001 Property Held for Future · Telecommunications Use 2002 2002 Telecommunications Plant Under Construction- Short Term 2003 2003 Telecommunications Plant Under Construction - Long Term 2004 2004 Telecommunications Plant Adjustment 2005 2005 Nonoperating Plant 2006 2006 Goodwill 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 4530 Other Capital 4540 Retained Earaings 4550 NOTE: FOR NONPROFIT ORGANIZATIONSi 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: Current Assets ll00s thru 1300s Noncurrent Assets 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 6560* Depreciation Expense, Telecommunications Plant in Service 6561 Depreciation Expense- Property Held for Future Telecommunications Use 6562 Amortization Expense~ Tangible 6563 AmortiZation Expense- Intangible 6564 Amortization Expense- Other 6565 TEX1-03-08-003-WY Page 2 .909 EXHIBIT A Ln COLN COUnTy, wyOI G Parcel 1 A certain trot of land situated in Lincoln C°unry, S~e of Wyoming; described in ~'~t certain d~ed dated .My 31, 1998 and executed by Ted. R. Miller and Peggy Anne Miller, Grantors to Silver Star Telephone Comp~my, Inc., Grantee, :md recorded on August 11, 1998, as In. strument No. 852401, Official records of Lincoln County, Sta~ of Wyoming; more .particularly described as follaws: The E~t 127 feet of the South half of Lot 4 Block 29 of tM Ai~on, Wyoming, Townsite Plat. A certain tract of land situated in Lincoln County, Stat~ of Wyoming, d~scribed in that ceV'~i:_ de~d dated December 16, 1998, and executed by Ted C. Frome and Betty B. Frome, Grantors to Silver Star TelePhone Company, Inc. who a~qu~.d title as Sliver Star Telephone Co., Inc., C_rrant~e, and recorded on December 17, 1998, as Instrument No. 0855501, Official :records of Lincoln County, State of Wyom~-g; more particularly described as follows: That part of tM S '/2 of the NAV 2,4 of Section 31, T 32 N, R 118 W, and that part of the SE ¼1 NE IA of Section 36, T 32 N, R. 119 W, within the Southeast Alton Anne~tion to the Town oration, Lincoln County, %Vyoming, 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. 991~, of record in the Office of the Clerk of'J~e District Court, Third ~rudici~l Di-~trict, Lincoln County, Wyoming, described ~ follows: BEGINNING at the southwest comer of said S Y:, NW ¼; thence N 890 -~1'-06" E, ~0.90 feet, along the south line of said S ~, NW ¼, to a point at the intersection ora southerly extension of the east line of that tract of record in Book 358 of Photostatic Records on page 42.5; I.EGA[.. DESCRIPTIONS FINAL Page 1 of 7 thence N 00°.03, -I 9" 1~, 376.61 feet, along said ~outherly ext~ion, to the southeast comer ofsa/d tract, marked by a brass csp; thence N 890 -54'-34" W, 221.26 feet, along the south line of said tract, to the southwest point of said tract, common to the northeast point of that tram of record in said office in Book 406 of Photostatic Records on page 774; thence SOUTH, 165.63 feet, along the cast line of said tract in book 406, to the southeast point of said tra~ thence N 89° -$4' -34" W, 220.00 feet, along the.south line ofsa/d tract, to a point on the west line of said S Va, NW ¼; .. thence continuing N 89° -54'-34" W, 41,82 fea~ to a point on the easterly right-of- way line of U.S. Highway 89; thence $ 00° 49' -12" E, 2.13.00 feet, along said easterly fight-of-way line, to apo/hr on the south line of'sa/d SE Vq N'E 7~; thence N 89* '51'-06" E, 38.77 feet, to the CORNER OF B.EGINNI2qG.. A certain tract of land situated in L/ncoln County, State of Wyoming, descr/bed in that certain deed dated July 2g, 1950 and executed by WiIiiarn E. Jenkins and Lena enl~s, j Grantors to Silver Star Telephone Company, Inc., who acquired title as Silver Star Tel. Co., ]inc., Grantee, and recorded on AUgust 24, i~)50, in Book 27 of Deecls at Page 505, Official records of Lincoln County, Stale of Wyoming; more part/cu~arly descn'bed as follows: All that portion of the NW ¼' of the NW ¼ of Section 35'Township 35 North, Range 119 West of the Six'th P.M. in Lincoln County, Wyonfing, bounded as follows: Beginning st a point I 15 feet South oft. he Northwest comer of the NW ¼ of the NW ¼ of Section 35 Township 35, Range 119 Wesl: o.fthe Sixth P.M., Wyoming, thence South 54 feet, thence East ! 14 feet, thence North 54 feet, thence West 114 feet to a place ofbeg/nning, containing 6,156 square feet, more or less, LEGAL DESCRIPTIONS FiNAL A cerm~ lma~ of lmad situated in Lincoln County, Sm~ of Wyo~$ d~cHbed c~ C~e~ve W~ De~ dated Ap~ 27, 1992 ~dAp~128, 1992, ~ec~vely; ~e ~t de~d by ~a H. HMe, M~ly ~ ~ 3~s, a widow, K~I Ev~ ~d E~een ~e~e~ ~, h~b~d and ~a, ~ ~no~ ~ Silver S~ Tel~hone Compmy, ~e., who ~q~ed fi~e a Silv~ S~r Tel~hone C~pmy, a ~me; ~e second ~ed by St~ ~ l~ md ~la L~ ~, h~bmd. ~d ~ ~ ~lors to SiNer St~ Tel~h~ C~p~y, ~., who acq~d ~fle ~ SHy~ S~. Tel~ne Camp~y, ~tee; bo~ dee~ be~g recorded May 4, 1992 ~ ~e Office of~e Co~ Cl~k md Ex- o~eio Re~st~ ofDee~ ofL~co~ Co~W, Sram ofWy~g ~e ~ deed in Book 309 PR ofDee~, Pag~ S~ ~ ln~m~t No. 747652, ~e se~nd deed ~ Book 309 of Dee~, P~e 5~0, ~ In--mt No. 7476~1. Bo~ ~ co~: ~e des~p~on ~n~ed M a W~W Deed re,ed ~ Book 105 P~ P~e 545, on Ady 19, 1973, m Intel No. ~gg92 whi~ ~t of1~d ~ mo~e p~i~]y des~d as follows: ~atp~ of~e E'~ of~e~ M~ of Scion 34, T 35 N, R 119 W, L~coln Co~w, Wyomin~ ~gp~ of~ose ~acm ofr~ord ~ ~e Office of~e Cl~k of L~co~ Co~ ~ Book 120 of Photostatic ~or~ ~ Page 193 md in Book 199 of Photostatic ~e~ ~ page 420, ~scfibed ~ BEG~O m aport o~ ~e were fi~t~f, way line ofU, S, ~way 89, S 02%14,1' W, 1,330.97 ~et ~m ~e no~e~t comer ofs~d Section 34, M~d ~ d~s~bed in · e Ce~fied L~d Com~r Recor~on C~fi~te Med in ~e ~d Office, s~d point berg S 00~.1' W, 1~.81 feet ~ a m~ker ~ st~on 1648~0; thence S 0fie-05,1' W, 277,19 fe~, along s~d west ri~t-of-way ~e to a m~ker at stroh 16~0; thence N 89%54.9' W, 20.00 feet, along said west right-of-way line to a marker at station 164~+00; thence S 00°-04.1. W, 16.35 feet, along said west rift-of-way l'me to a point; LEGAL OESCRIPTION$ FINAL Page 3 of 7 913 thence N 70°-11.1, W, 79.47 feet along an e~dsting fence.to a point; thence lq 78°.01.2, W, 199,38 feet along an existing; fence to a point; thence N 58°-28.3, W, 432.12 feet along an ex/sting fence to a point, $ 28°.07.5. W, 1,507.15 feet from the said northeast corner; thence S 89a.56.0, E, 658.56 feet a~ong an existing fence to the POINT' OF BEGINNING. ~ Pm'eel 5 A certain tract of land sittta~ed in Lincoln County, State of Wyomin& deSCribed in that certain deed dated September 13, 1971, and execu~d by Bordean W. Clinger, Cn'antors to Silver Star Telephone Company, Inc., who acquired title as Silver Star Telephone Co., Inc., Grantee, and recorded on September 15, 1971, as Instxumea~t No. 433423, Official records of Lincoln County, State of Wyom/ng; rnca-e particularly described as follows: Ail thax portion of the SE ~A of the SW ¼ of Se~on 20, Township 37 North, Range 118 West in Lincoln County, Wyoming, bounded as follows: Beginning S 45006' E, 28.30 feet from the Northwest Comer SE V,., SW ¼, Section 20, T 37 lq, R 118 W, and running thence N 89053' Ei 160 feet, thence S 0004' E, I00 feet, thence S 89a53' W, 160 feet, thence N 0~'04' W, 100 feet to poin£ Ofbeginning. Parcel 6 A certain tract of land situated in LincOln County, State of Wyoming, described in that certain deed dated .rune 13, 1990 and ~ecut~d by Glenn W. Moser and Blanch Moser, Cn'antors to' Silver St~: Telephone Company, Inc., who acquired title as Silver Telephone, Cn'antee, and recorded on June 15, 1990, as Instrument No.' 719167, Official records of Lincoin CountY, State of Wyoming more particularly described a~ follows: Ali that portion of the SW ¼ ofthe NE '/, of Section 23, T 34 N, R 119 W; 6u~ P.M. in Lincoln County, Wyoming, bounded as follows: LEGAL DESCRIPTIQN,S FINAL Page 4 of'7 A portion of Block 1,~V~u lqoy P~xk Addlli~n t~ ~e T~ of~a~ Wyo~ ~ located ~ ~c SW V~ ~ ~, Section ~, T 3~ N, K 119 W, ~ P.M., mom p~n~ly ~bed m renews: Be~nnlng ~ a point on ~e ~t ~ 1Me of Mo~ S~e~ ~o ~om ~ LEcoM S~e~ ~5.7S fe~ N 00~2.3' ~m ~eSW e~er of sdd Block 1, V~ N~ P~k ~i~o~ wMch 2. she ~e SW com~ of Lot 9; md ~g ~ N 00032.3' W, 75,00 f~g ~m~ S 89~54.4' B, 105.00 fe~ ~em~ S 00032.3, E, 75,00 feeg to ~ ~g fence, Emce N 89054.4. W, I05.00 feet to ~e P~cet 7 A certain tm~ of lmut situated in Lincoln County, Stau; of Wyoming, described in th~ certain deed dated Aug'mt 6, 1990 and executed by .Arvel Wolfley and'Clarice Wolfley, Cn'antom to Silver Star Telephone Company, Inc., who a~quired title as Silver Star Telephone, Inc., Cwaatee, and r~orded cm August 1.3, 1990, as Im~'m'n~ent No. 721646, Offieial recorda of Lincoln County,. State of Wyom/ng; more pmicularly d~scribed as follows: All that portion of the Southeast Qtmrter of Section 29, T 34 N, R I 18 W, ia Lincoln Cottony, Wyoming, bounded a~ follmm: A portion of'Lot 3, Block 6, Town of Bedford, b~.ing the Southeast Quarter 0f Section 29, T34 N, IR. 118 Wi 6a P,M., Lincoln Comaty, Wyoming, des~ibed tm follows: Beginning a~ the S outheas~ comer of~aid Lot 3, nmrdng thence N' 89°51'54" W, 75.00 feet; thene~ North 75.00; thence S g9°51'54'' E, 75,00 feet, thence South 75.00 f~et to the pofm of beginning. CAR/~tOU COUNTY, IDAHO A certain tract of land situated in Caribou County, State o:fldaho, d~cfibed in that certain deed executed by Lewis Bros., Inc., C. rrantors to Silver Star Telephone Company, Inc. who acquired title as .Silver Star Cor~munications, Grantee, and recorded on June 7, 2000., as Instrument No. 161511, Official records cf Caribou County., Sma of Idaho; more particulm-ty described aa folkrws: ' LEGAL DESCRIPTIONS FINAL Page 5 ot'7 Ali ~t c~ain lo~, picc~ or parcel of land ly/n§ and ~g M ~e Co~ of C~bo~ S~e ofld~o md more p~~ly d~cd ~ fb~ows, To~Mp ~ Sou~ ~gc 42 E~t of~e Bois~ M~; Sc~ 10: Bc~Eg ~ a po~t on ~e No~ ~e of Se~ 10, Sou~ gg'4P,4g,, W~t 192.50 feet o fEe No~e~t c~ of s~d Se~on 10, s~d po~t berg ~so on ~e West~ly fi~t ofw~ f~ce o'f Stye ~way No. ~4, ~d ~ ~ce West 147.1~ fe~ ~ont s~d 5~t ofw~ f~cc to a ~t; ~ce Sou~ We~ 104~4 fc~t to apo~ ~enc= No~ 00'0~'~t, W~ 104.24 ~ to a poM.~ on A c~ ~aa ofl~d situated ~ C~bou Co~, 5~ ofI~o, ~~ ~ ~t c~n dc~d dated A~121, 19~2 md ~c~ed ~ M~ B. W~ md L/lo W~v~, ~mt~s to No. 143447 ~d ~=e~ ~ 'Co~e QuitcI~ D~d ~md Nov~ 24, 1992 ~d Smt~ of I~o; mom p~ic~ly ~s~bed ~ follows: ~1 Eat po~ of ~ecfion 23, To~p 5 Sou~ ~tc 43 B~ Boise M~di~, C~bou Co,V, Sta~ ofI~o, bo~dcd ~ fo~ows: Eon~ ~e B~t ]~e of sdd ~e~on; ~ce W~ 992.49 f~ to ~c Tmc PoE~: of Beg~g wM~ is a518" reb~wi~ cap lab~l~"~.~SON PLS 4735" set a~ intersection of~e W~terly fi~t-oSway of~e Way,~ Loop Road ~d ~e accepted bo~d~ fence be~een M~ W~v~ ~d Lei~ i ~enc: Nogh 89~30'55,, West 89,39 fe~ fl~g s~d fene~ to a 5/8" re~ wi~ cap set at a fence come~ ~enc: No~ 34°31'27" E~ 77.39 feet flong a f~ i~e to a 5/8" reb~ wi~ cap set at a fence ~mer on wetly right-of-way of Sou~ 35:12'20" E~ 78.96 feet along s~d lb: to ~: T~ ?o~t of Beg~g. LJ-"GAL DESCRIPTIONS FINAL Page BOPFNEVIIJ~ CO~, IDAHO Parc~! 10 A certain ~-~ct of]and ~ituat~d in Bonneville County, S~ offa~ho, SHyer S~'T~l~hone C~pmy, ~c., who ~q~d rifle ~ S~v~ S~ T~l~one Co., ~c.. ~ ~p~on of~ ~ M of~ ~ M of~e Se~ 20, To~ 1 N~ ~m~ of~ N~ ~ of S~on 20, TowmMp l N~ ~e ~ E~ of West 8' ~, ~c~ N~20 Ro~'to ~e pl~ ofbe~ LEGAL DESCRIPTIONS FINAL ~age 7 ~f 7 .............. -,., .-vn,v, u~u~7 {1~ HANS) (REV. 12/18/95) 2 3 7[) 9 IMPORTANT READ INSTRUCTIONS ON SACK BEFORE,'ILLIN~ OUT FORM DO NOTD~ACH STUB ~IS SPACE FOR USE OF FILING OFFIc:ER .917 ' ' Thl~ Flnanolng Statement I~ pre=e~ed for filing pureua~ to UnEo~ CommeroJal Coda a~AD, 'lo--or5 .a~;r CAREFULLy R~al Telephone Ftn~ce Cooperative 2201 Coo~rative Way Herndon, VA 20171 ~.O~IONAL DE~GNATION ~f ~lloable~: ~SSO~LESSEE CO~$1~N~ale,~,e 1 DEBTOR,~~~E NON.UCC FLUNG __ ' , T FU ...... ~ ,~v~c - Inse~ only one debtor name (la or 1bi - ~~ o~ ~;t~ver St~ Telephone lb. ~NDIVI~)~L'S ~AME ~- Co~ ~c. 2, ADDITIONAL ~E,~ ~.~OR'S ~XACr FULL LEGAL NAME - Inee~ onl one de ~S NAME . ~' ,~e~ only one debto~ name {2a or 2e MAIUNG ADDRESS , ~ ' ' ' . j .... j ..... ,n, i~$TAL CODE 2d; ~ ~ T~ I 3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL. ASSIGNEE} EXACT FULL LEGAL NAME -' inse~ only one secured pa~ name (3a or 3bi R'~a[ Telephone Fin~ce Cook.at,ye 2201 Cooperative ~ay ' ' He~E°n 4. This FINANCIN(~ STATEME~ ~ev~j the following Wp~ or It.s ef prepay: Refer to Attac~ent "A" attached heret° ~d fnco~or,ated herein. THIS IS A FINANCING STATEHENT 0F A TRANsHITTiNG UTILITY ~hla FINANCING STATEMENT ti signed b the $ BOX I.._J I, Y e~ur~d Party Inlteed of the D · Ill} In eollat~el air~iy sub ~:,..~ j e~ur tv Inter~* ..... ~ , .-- abtor to p~ I ~ur y EA