exv10w1



 





EXECUTION COPY



 




$1,050,000,000




CREDIT AGREEMENT




among




AMERICAN CELLULAR CORPORATION,




as Borrower,




The Guarantors from Time to Time Parties Hereto,




and




The Several Lenders

from Time to Time Parties Hereto,




and




LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent,




and




MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agent,




and




BEAR STEARNS CORPORATE LENDING INC., CITIBANK, N.A., and

DEUTSCHE BANK SECURITIES INC.

as Co-Documentation Agents




Dated as of March 15, 2007



 




LEHMAN BROTHERS INC. and MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers




LEHMAN BROTHERS INC., MORGAN STANLEY SENIOR FUNDING, INC., BEAR, STEARNS &

CO., INC., CITIGROUP GLOBAL MARKETS INC. and DEUTSCHE BANK SECURITIES INC.,

as Joint Bookrunners




 









 




TABLE
OF CONTENTS


	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	SECTION 1.	 	DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1.1	 	 	Defined Terms
	 	 	1	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1.2	 	 	Other Definitional Provisions
	 	 	23	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 2.	 	AMOUNT AND TERMS OF TERM COMMITMENTS	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.1	 	 	Term Commitments
	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.2	 	 	Procedure for Term Loan Borrowing
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.3	 	 	Repayment of Term Loans
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2.4	 	 	Incremental Facilities
	 	 	25	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 3.	 	AMOUNT AND TERMS OF REVOLVING COMMITMENTS	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.1	 	 	Revolving Commitments
	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.2	 	 	Procedure for Revolving Loan Borrowing
	 	 	26	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.3	 	 	Swingline Commitment
	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.4	 	 	Procedure for Swingline Borrowing; Refunding of Swingline Loans
	 	 	27	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.5	 	 	Commitment Fees, etc.
	 	 	28	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.6	 	 	Termination or Reduction of Commitments
	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.7	 	 	L/C Commitment
	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.8	 	 	Procedure for Issuance of Letter of Credit
	 	 	29	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.9	 	 	Fees and Other Charges
	 	 	30	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.10	 	 	L/C Participations
	 	 	30	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.11	 	 	Reimbursement Obligation of the Borrower
	 	 	31	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.12	 	 	Obligations Absolute
	 	 	31	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.13	 	 	Letter of Credit Payments
	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	3.14	 	 	Applications
	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 4.	 	GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.1	 	 	Optional Prepayments
	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.2	 	 	Mandatory Prepayments
	 	 	32	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.3	 	 	Conversion and Continuation Options
	 	 	33	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.4	 	 	Limitations on Eurodollar Tranches
	 	 	33	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.5	 	 	Interest Rates and Payment Dates
	 	 	34	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.6	 	 	Computation of Interest and Fees
	 	 	34	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.7	 	 	Inability to Determine Interest Rate
	 	 	34	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.8	 	 	Pro Rata Treatment and Payments
	 	 	35	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.9	 	 	Requirements of Law
	 	 	36	 






i









 




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	 	 	 	 	 	 	 	 	Page
	 

	 	 	4.10	 	 	Taxes
	 	 	37	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.11	 	 	Indemnity
	 	 	39	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.12	 	 	Change of Lending Office
	 	 	39	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.13	 	 	Replacement of Lenders
	 	 	39	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.14	 	 	Evidence of Debt
	 	 	39	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	4.15	 	 	Illegality
	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 5.	 	REPRESENTATIONS AND WARRANTIES	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.1	 	 	Financial Condition
	 	 	40	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.2	 	 	No Change
	 	 	41	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.3	 	 	Corporate Existence; Compliance with Law; Authorizations
	 	 	41	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.4	 	 	Power; Authorization; Enforceable Obligations
	 	 	41	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.5	 	 	No Legal Bar
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.6	 	 	Litigation
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.7	 	 	No Default; No Material Breach
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.8	 	 	Ownership of Property; Liens
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.9	 	 	Intellectual Property
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.10	 	 	Taxes
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.11	 	 	Federal Regulations
	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.12	 	 	Labor Matters
	 	 	43	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.13	 	 	ERISA
	 	 	43	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.14	 	 	Investment Company Act; Other Regulations
	 	 	43	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.15	 	 	Subsidiaries
	 	 	43	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.16	 	 	Use of Proceeds
	 	 	43	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.17	 	 	Environmental Matters
	 	 	43	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.18	 	 	Accuracy of Information, etc.
	 	 	44	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.19	 	 	Security Documents
	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.20	 	 	Solvency
	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.21	 	 	Obligations
	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.22	 	 	Real Property
	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.23	 	 	FCC and PUC Matters
	 	 	45	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.24	 	 	Permitted Acquisitions
	 	 	46	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	5.25	 	 	Borrower Agreements
	 	 	46	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 6.	 	CONDITIONS PRECEDENT	 	 	47	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	6.1	 	 	Conditions to Initial Extension of Credit
	 	 	47	 






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	 	 	 	 	 	 	 	 	Page
	 

	 	 	6.2	 	 	Conditions to Each Extension of Credit
	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 7.	 	AFFIRMATIVE COVENANTS	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.1	 	 	Financial Statements
	 	 	49	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.2	 	 	Certificates; Other Information
	 	 	50	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.3	 	 	Payment of Obligations
	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.4	 	 	Maintenance of Existence; Compliance
	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.5	 	 	Maintenance of Property; Insurance
	 	 	51	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.6	 	 	Inspection of Property; Books and Records; Discussions
	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.7	 	 	Notices
	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.8	 	 	Environmental Laws
	 	 	52	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.9	 	 	Interest Rate Protection
	 	 	53	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.10	 	 	Additional Collateral, etc.
	 	 	53	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	7.11	 	 	Further Assurances
	 	 	55	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 8.	 	NEGATIVE COVENANTS	 	 	56	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.1	 	 	Consolidated Secured Leverage Ratio
	 	 	56	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.2	 	 	Indebtedness
	 	 	56	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.3	 	 	Liens
	 	 	57	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.4	 	 	Fundamental Changes
	 	 	59	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.5	 	 	Disposition of Property
	 	 	59	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.6	 	 	Restricted Payments
	 	 	59	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.7	 	 	[Intentionally Omitted]
	 	 	60	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.8	 	 	Investments
	 	 	60	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.9	 	 	Optional Payments and Modifications of Certain Debt Instruments
	 	 	61	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.10	 	 	Transactions with Affiliates
	 	 	61	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.11	 	 	[Intentionally Omitted]
	 	 	62	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.12	 	 	Hedge Agreements
	 	 	62	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.13	 	 	Changes in Fiscal Periods
	 	 	62	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.14	 	 	Negative Pledge Clauses
	 	 	62	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.15	 	 	Clauses Restricting Subsidiary Distributions
	 	 	62	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.16	 	 	Lines of Business
	 	 	62	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.17	 	 	Amendments to Material Agreements
	 	 	63	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	8.18	 	 	Use of Proceeds
	 	 	63	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 9.	 	EVENTS OF DEFAULT	 	 	63	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 10.	 	THE AGENTS	 	 	66	 






iii









 




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	 	 	 	 	 	 	 	 	Page
	 

	 	 	10.1	 	 	Appointment
	 	 	66	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.2	 	 	Delegation of Duties
	 	 	67	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.3	 	 	Exculpatory Provisions
	 	 	67	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.4	 	 	Reliance by Agents
	 	 	67	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.5	 	 	Notice of Default
	 	 	67	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.6	 	 	Non-Reliance on Agents and Other Lenders
	 	 	68	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.7	 	 	Indemnification
	 	 	68	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.8	 	 	Agent in Its Individual Capacity
	 	 	68	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.9	 	 	Successor Administrative Agent
	 	 	69	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.10	 	 	Agents Generally
	 	 	69	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	10.11	 	 	The Bookrunners and Arrangers
	 	 	69	 
	 
	 	 	 	 	 	 	 	 	 	 
	SECTION 11.	 	MISCELLANEOUS	 	 	69	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.1	 	 	Amendments and Waivers
	 	 	69	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.2	 	 	Notices
	 	 	72	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.3	 	 	No Waiver; Cumulative Remedies
	 	 	73	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.4	 	 	Survival of Representations and Warranties
	 	 	73	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.5	 	 	Payment of Expenses and Taxes
	 	 	73	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.6	 	 	Successors and Assigns; Participations and Assignments
	 	 	74	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.7	 	 	Adjustments; Set-off
	 	 	77	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.8	 	 	Counterparts
	 	 	78	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.9	 	 	Severability
	 	 	78	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.10	 	 	Integration
	 	 	78	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.11	 	 	GOVERNING LAW
	 	 	78	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.12	 	 	Submission To Jurisdiction; Waivers
	 	 	78	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.13	 	 	Acknowledgments
	 	 	79	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.14	 	 	Releases of Guarantees and Liens
	 	 	79	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.15	 	 	Confidentiality
	 	 	79	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.16	 	 	WAIVERS OF JURY TRIAL
	 	 	80	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.17	 	 	Delivery of Addenda
	 	 	80	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	11.18	 	 	Patriot Act
	 	 	80	 






iv









 




TABLE OF CONTENTS

ANNEX:




A     Pricing Grid




SCHEDULES:




	 	 	 
	I

	 	Commitments
	5.4

	 	Consents, Authorizations, Filings and Notices
	5.15

	 	Subsidiaries
	5.22

	 	Real Property
	5.23

	 	FCC and PUC Matters
	5.25

	 	Borrower Agreements
	8.2(d)

	 	Existing Indebtedness
	8.3(f)

	 	Existing Liens






EXHIBITS:




	 	 	 
	A

	 	Form of Addendum
	B

	 	Form of Assignment and Assumption
	C

	 	Form of Compliance Certificate
	D

	 	Form of Guarantee and Collateral Agreement
	E

	 	Form of Prepayment Option Notice
	F

	 	Form of Exemption Certificate
	G-1

	 	Form of Term Note
	G-2

	 	Form of Revolving Note
	G-3

	 	Form of Swingline Note
	H

	 	Form of Closing Certificate
	I-1

	 	Form of Legal Opinion of Mayer, Brown, Rowe & Maw LLP
	I-2

	 	Form of Legal Opinion of Wilkinson Barker & Knauer LLP
	I-3

	 	Form of Legal Opinion of McAfee & Taft






v









 





          CREDIT AGREEMENT, dated as of March 15, 2007, among AMERICAN CELLULAR CORPORATION, a Delaware
corporation (the “Borrower”), the several banks and other financial institutions or
entities from time to time parties to this Agreement (the “Lenders”), the Subsidiary
Guarantors (as defined below), ACC HOLDINGS, LLC, an Oklahoma limited liability company
(“Holdings”), as Guarantor, LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such
capacity, the “Administrative Agent”), MORGAN STANLEY SENIOR FUNDING, INC., as syndication
agent (in such capacity, the “Syndication Agent”) and BEAR STEARNS CORPORATE LENDING INC.,
CITIBANK N.A. and DEUTSCHE BANK SECURITIES INC., as co-documentation agents (in such capacity, the
“Co-Documentation Agents”).




          WHEREAS, to provide funds (i) to finance working capital and other general corporate needs of
the Borrower and its Subsidiaries (including Permitted Acquisitions), (ii) for the Refinancing and
the redemption, defeasance or repurchase of the Existing Senior Subordinated Notes and (iii) to pay
fees and expenses incurred in connection with the transactions contemplated herein, the Borrower
has requested that the Lenders make certain credit facilities available to the Borrower; and




          WHEREAS, the Lenders are willing to make such credit facilities available to the Borrower upon
and subject to the terms and conditions hereinafter set forth.




          NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the
parties hereto hereby agree as follows:




SECTION 1. DEFINITIONS




          1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1
shall have the respective meanings set forth in this Section 1.1.




          “Addendum”: an instrument, substantially in the form of Exhibit A, by which a Lender
becomes a party to this Agreement as of the Closing Date.




          “Administrative Agent”: as defined in the recitals to this Agreement.




          “Affiliate”: as to any Person, any other Person that, directly or indirectly, is in
control of, is controlled by, or is under common control with, such Person. For purposes of this
definition, “control” of a Person means the power, directly or indirectly, to direct or cause the
direction of the management and policies of such Person, whether by contract or otherwise.




          “Agents”: the collective reference to the Administrative Agent, the Syndication
Agent, each Co-Documentation Agent and any sub-agent of or successor to the Administrative Agent,
the Syndication Agent and each Co-Documentation Agent, which term shall include, for purposes of
Section 10 only, the Issuing Lender and the Swingline Lender.




          “Aggregate Exposure”: with respect to any Lender at any time, an amount equal to (a)
until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b)
thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term Loans
and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then
outstanding.




          “Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio
(expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate
Exposure of all Lenders at such time.




 









 








          “Agreement”: this Credit Agreement.




          “Applicable Margin”: for each Type of Loan, the rate per annum set forth under the
relevant column heading below:




	 	 	 	 	 	 	 	 	 
	 	 	Eurodollar Loans	 	Base Rate Loans
	Revolving Loans and
Swingline Loans
	 	 	2.00	%	 	 	1.00	%
	Term Loans
	 	 	2.00	%	 	 	1.00	%





provided, that, on and after each Term Loan Adjustment Date (as defined in the Term Loan
Pricing Grid) occurring after the completion of two full fiscal quarters of the Borrower after the
Closing Date, the Applicable Margin with respect to the Term Loans will be determined pursuant to
the Term Loan Pricing Grid; and provided, further, that, on and after each
Revolving Credit Adjustment Date (as defined in the Revolving Credit Pricing Grid) occurring after
the completion of two full fiscal quarters of the Borrower after the Closing Date, the Applicable
Margin with respect to the Revolving Loans and Swingline Loans will be determined pursuant to the
Revolving Credit Pricing Grid.




          “Applicable Premium”: in connection with any refinancing of the Term Loans with Bank
Debt (only to the extent that the “all-in yield” of such Bank Debt is less than the all-in yield
for the Term Loans), any purchase of Term Loans of a Non-Consenting Lender pursuant to Section 11.1
or any Repricing during any period set forth below, the amount determined by multiplying the
principal amount of such Lender’s Term Loans being refinanced or purchased or, in the case of a
Repricing, the aggregate outstanding amount of the Term Loans, as the case may be, by the
applicable percentage set forth below under the caption “Prepayment Percentage” opposite such
period:




	 	 	 
	PERIOD	 	PREPAYMENT PERCENTAGE
	After March 15, 2007 but on or before March 15, 2008

	 	1.0%
	March 15, 2008 and thereafter
	 	0.0%






          “Application”: an application, in such form as the Issuing Lender may specify from
time to time, requesting the Issuing Lender to open a Letter of Credit.




          “Approved Fund”: as defined in Section 11.6.




          “Asset Sale”: any Disposition of Property or series of related Dispositions of
Property (excluding any such Disposition permitted by clause (a), (b), (c), (d) or (g) of Section
8.5).




          “Assignee”: as defined in Section 11.6(b).




          “Assignment and Assumption”: an Assignment and Assumption, substantially in the form
of Exhibit B.




          “Authorizations”: (i) all material filings, recordings, and registrations with, and
all material validations or exemptions, approvals, orders, authorizations, consents, franchises,
licenses, certificates, and permits from, any Governmental Authority (other than the FCC and
applicable PUCs), including without limitation, any of the foregoing authorizing or permitting the
acquisition, construction,


2









 







or operation of any System and (ii) all material filings, recordings, and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents, franchises,
licenses, certificates, and permits from, the FCC and any applicable PUCs, including authorizing or
permitting the acquisition, construction, or operation of any System and the use of any
radiofrequency spectrum.




          “Available Revolving Commitment”: as to any Revolving Lender at any time, an amount
equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over
(b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that, in
calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such
Lender’s Available Revolving Commitment pursuant to Section 3.5, the aggregate principal amount of
Swingline Loans then outstanding shall be deemed to be zero.




          “Bank Debt”: any senior secured or unsecured credit facilities, including, without
limitation, institutional term loans, that is broadly marketed or syndicated to institutional
investors in financings similar to the Term Loans. All references herein to the “all-in yield” of
any Bank Debt shall exclude the effect of any arrangement, syndication or other fees that are not
shared with all lenders or holders thereof.




          “Base Rate”: for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/100th of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 0.50%. For purposes hereof: “Prime
Rate” shall mean the rate of interest per annum publicly announced from time to time by the
Reference Lender as its prime rate in effect at its principal office in New York City (the Prime
Rate not being intended to be the lowest rate of interest charged by the Reference Lender in
connection with extensions of credit to debtors). Any change in the Base Rate due to a change in
the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business
on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.




          “Base Rate Loans”: Loans the rate of interest applicable to which is based upon the
Base Rate.




          “Benefitted Lender”: as defined in Section 11.7(a).




          “Board”: the Board of Governors of the Federal Reserve System of the United States
(or any successor).




          “Bookrunners” means Lehman Brothers Inc., Morgan Stanley Senior Funding Inc., Bear,
Stearns & Co., Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., each in its
respective capacity as joint bookrunner hereunder.




          “Borrower”: as defined in the preamble to this Agreement.




          “Borrower Credit Agreement Obligations”: as defined in the Guarantee and Collateral
Agreement.




          “Borrower Hedge Agreement Obligations”: as defined in the Guarantee and Collateral
Agreement.




          “Borrowing Date”: any Business Day specified by the Borrower as a date on which the
Borrower requests the relevant Lenders to make Loans hereunder.




3









 








          “Borrower Indenture”: the Existing Senior Note Indenture and any future indentures
with respect to Indebtedness for borrowed money of the Borrower or any other Group Member to the
extent permitted hereunder.




          “Business”: as defined in Section 5.17(b).




          “Business Day”: a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to close, provided, that with
respect to notices and determinations in connection with, and payments of principal and interest
on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in
the interbank eurodollar market.




          “Capital Lease Obligations”: as to any Person, the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes
of this Agreement, the amount of such obligations at any time shall be the capitalized amount
thereof at such time determined in accordance with GAAP.




          “Capital Stock”: any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation) and any and all warrants, rights or options to purchase any
of the foregoing.




          “Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank
deposits having maturities of six months or less from the date of acquisition issued by any Lender
or by any commercial bank organized under the laws of the United States or any state thereof having
combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-2 by Standard & Poor’s Ratings Services (“S&P”) or P-2 by Moody’s Investors
Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized
rating agency, if both of the two named rating agencies cease publishing ratings of commercial
paper issuers generally, and maturing within six months from the date of acquisition; (d)
repurchase obligations of any Lender or of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than 30 days, with respect to securities
issued or fully guaranteed or insured by the United States government; (e) securities with
maturities of one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any foreign government, the securities
of which state, commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with
maturities of six months or less from the date of acquisition backed by standby letters of credit
issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; (g) auction rate securities issued by any domestic corporation or any domestic
government instrumentality, in each case rated at least AA by S&P or Fitch Ratings, Ltd. or at
least Aa by Moody’s and with interest rates or dividend yields that are re-set not more than 365
days from the date of acquisition thereof; or (h) shares of money market mutual or similar funds
which invest exclusively in assets satisfying the requirements of clauses (a) through (g) of this
definition or money market funds that (i) comply with the criteria set forth in Securities and
Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated
AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.




4









 








          “Closing Date”: the date on which the conditions precedent set forth in Section 6.1
shall have been satisfied or waived, which date is March 15, 2007.




          “CMRS Assets”: any CMRS System or Franchise Interest owned directly or indirectly by
any Person and used in connection with such Person’s CMRS Business.




          “CMRS Business”: the business of owning or operating one or more CMRS Systems and
other business directly related thereto.




          “CMRS Entity”: a Person that provides, or is authorized to provide, a commercial
mobile radio service as defined in the Communications Act.




          “CMRS System”: a system providing commercial mobile radio service as defined in the
Communications Act.




          “Code”: the Internal Revenue Code of 1986, as amended from time to time.




          “Co-Documentation Agent”: as defined in the preamble to this Agreement.




          “Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.




          “Commitment”: as to any Lender, the sum of the Tranche B Term Commitment, the Delayed
Draw Term Commitment and the Revolving Commitment of such Lender.




          “Commonly Controlled Entity”: an entity, whether or not incorporated, that is under
common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group
that includes the Borrower and that is treated as a single employer under Section 414 of the Code.




          “Communications Act”: collectively, the Federal Communications Act of 1934, as
amended from time to time, the rules and regulations promulgated by the FCC thereunder, the written
policies and published orders and decisions of the FCC, the terms and conditions of any FCC
License, and court decisions interpreting each of the foregoing, as in effect at any time.




          “Communications Regulatory Authority”: the FCC and each PUC.




          “Compliance Certificate”: a certificate duly executed by a Responsible Officer
substantially in the form of Exhibit C.




          “Conduit Lender”: any special purpose entity organized and administered by any Lender
for the purpose of making Loans otherwise required to be made by such Lender and designated by such
Lender in a written instrument, subject to the consent of the Administrative Agent and the Borrower
(which consent shall not be unreasonably withheld); provided, that the designation by any
Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to
fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such
Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and
responsibility to deliver all consents and waivers required or requested under this Agreement with
respect to its Conduit Lender, and provided, further, that no Conduit Lender shall
(a) be entitled to receive any greater amount pursuant to Section 4.9, 4.10, 4.11 or 11.5 than the
designating Lender would have been entitled to receive in respect of the extensions of credit made
by such Conduit Lender or (b) be deemed to have any Commitment.




5









 








          “Confidential Information Memorandum”: the Confidential Information Memorandum with
respect to the Facilities dated February 2007 and furnished to the Lenders.




          “Consolidated EBITDA”: for any period, Consolidated Net Income for such period
plus, without duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense,
amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and
other fees and charges associated with Indebtedness (including the Loans), (c) customary investment
banking fees incurred in connection with acquisitions, divestitures and financing transactions, (d)
depreciation and amortization expense, (e) amortization of intangibles (including, but not limited
to, goodwill) and organization costs, (f) any extraordinary charges or losses determined in
accordance with GAAP, (g) non-cash compensation expenses arising from the issuance of stock,
options to purchase stock and stock appreciation rights to the management of the Borrower, and (h)
any other non-cash charges, non-cash expenses or non-cash losses of the Borrower or any of its
Subsidiaries for such period (excluding any such charge, expense or loss incurred in the ordinary
course of business that constitutes an accrual of or a reserve for cash charges for any future
period); provided, however, that cash payments made in such period or in any future
period in respect of such non-cash charges, expenses or losses (excluding any such charge, expense
or loss incurred in the ordinary course of business that constitutes an accrual of or a reserve for
cash charges for any future period) shall be subtracted from Consolidated Net Income in calculating
Consolidated EBITDA in the period when such payments are made, and minus, to the extent
included in the statement of such Consolidated Net Income for such period, the sum of (a) interest
income, (b) any extraordinary income or gains determined in accordance with GAAP and (c) any other
non-cash income (excluding any items that represent the reversal of any accrual of, or cash reserve
for, anticipated cash charges in any prior period that are described in the parenthetical to clause
(h) above), all as determined on a consolidated basis. For the purposes of calculating
Consolidated EBITDA for any twelve-month period (each, a “Reference Period”) pursuant to
any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference
Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the property that is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period and (ii) if during such Reference Period the
Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such
Reference Period shall be calculated after giving pro forma effect thereto as if such Material
Acquisition occurred on the first day of such Reference Period. As used in this definition,
“Material Acquisition” means any acquisition of property or series of related acquisitions
of property that (a) constitutes assets comprising all or substantially all of an operating unit of
a business or constitutes all or substantially all of the common stock of a Person and (b) involves
the payment of consideration by the Borrower and its Subsidiaries in excess of $5,000,000; and
“Material Disposition” means any Disposition of property or series of related Dispositions
of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of
$5,000,000.




          “Consolidated Interest Expense”: for any period, total cash interest expense
(including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries for
such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries
(including all commissions, discounts and other fees and charges owed with respect to letters of
credit and bankers’ acceptance financing and net costs under Hedge Agreements in respect of
interest rates to the extent such net costs are allocable to such period in accordance with GAAP).




          “Consolidated Leverage Ratio”: on any date of determination, the ratio of (a)
Consolidated Total Debt on such date to (b) Consolidated EBITDA as of the most recently ended
twelve-month period ending on the last day of the most recent fiscal quarter.




6









 








          “Consolidated Net Income”: for any period, the consolidated net income (or loss) of
the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP;
provided, that there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with
the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a
Subsidiary of the Borrower) in which the Borrower or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by the Borrower or such
Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of
any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary is not at the time permitted by the terms of any
contractual obligation (other than under any Loan Document) or Requirement of Law applicable to
such Subsidiary.




          “Consolidated Secured Debt”: all Consolidated Total Debt secured by a Lien on any
assets of the Borrower or its Subsidiaries.




          “Consolidated Secured Leverage Ratio”: on any date of determination, the ratio of (a)
Consolidated Secured Debt on such date to (b) Consolidated EBITDA as of the most recently ended
twelve-month period ending on the last day of the most recent fiscal quarter.




          “Consolidated Total Debt”: at any date, the aggregate principal amount of all
Indebtedness of the Borrower and its Subsidiaries at such date, determined on a consolidated basis
in accordance with GAAP. For purposes of calculating the definitions of “Consolidated Leverage
Ratio” and “Consolidated Secured Leverage Ratio”, Consolidated Total Debt, shall not include (i)
proceeds in excess of the stated principal amount of the applicable instrument related to such
Indebtedness or (ii) the aggregate undrawn amount of letters of credit permitted by Section 8.2(n).




          “Default”: any of the events specified in Section 9, whether or not any requirement
for the giving of notice, the lapse of time, or both, has been satisfied.




          “Delayed Draw Commitment Fee Rate”: 0.75% per annum.




          “Delayed Draw Commitment Termination Date”: the earlier to occur of (i) the third
Delayed Draw Funding Date and (ii) March 15, 2008.




          “Delayed Draw Funding Date”: any date on which the borrowing of Delayed Draw Term
Loans is made.




          “Delayed Draw Term Commitment”: as to any Lender, the obligation of such Lender, if
any, to make a Delayed Draw Term Loan to the Borrower hereunder in a principal amount not to exceed
the amount set forth under the heading “Delayed Draw Term Commitment” under such Lender’s name on
such Lender’s Addendum, as the same may be changed from time to time pursuant to the terms hereof.
The original aggregate amount of the Delayed Draw Term Commitment is $75,000,000.




          “Delayed Draw Term Facility”: as defined in the definition of “Facility”.




          “Delayed Draw Term Lender”: each Lender that has a Delayed Draw Term Commitment or
holds a Delayed Draw Term Loan.




          “Delayed Draw Term Loan”: as defined in Section 2.1(b).




7









 








          “Delayed Draw Term Percentage”: as to any Delayed Draw Term Lender at any time, the
percentage which such Lender’s Delayed Draw Term Commitment then constitutes of the aggregate
Delayed Draw Term Commitments.




          “Disposition”: with respect to any Property, any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and
“Disposed of” shall have correlative meanings.




          “Dollars” and “$”: dollars in lawful currency of the United States.




          “Domestic Subsidiary”: any Subsidiary of Borrower or Holdings organized under the
laws of any jurisdiction within the United States.




          “Environmental Laws”: any and all foreign, Federal, state, local or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental
Authority or other Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the environment, as now
or may at any time hereafter be in effect.




          “Equipment Lease and Switch Sharing Agreements” means the three Equipment Lease
Agreements and the three Switch Sharing Agreements between Dobson Operating Co., LLC and the
Borrower, and the one Equipment Lease Agreement between Sygnet Communications, Inc. and the
Borrower, all dated as of January 1, 2003, which provide for the leasing or sharing of certain
telecommunications equipment between the parties thereto, including any amendments or modifications
thereto; provided, however, that such amendments or modifications may not adversely affect the
Borrower when compared with the provisions in place immediately prior to the time of such
amendment.




          “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to
time.




          “Eurocurrency Reserve Requirements”: for any day as applied to a Eurodollar Loan, the
aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve
requirements in effect on such day (including basic, supplemental, marginal and emergency reserves
under any regulations of the Board or other Governmental Authority having jurisdiction with respect
thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the
Federal Reserve System.




          “Eurodollar Base Rate”: with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, the rate per annum determined on the basis of the rate for
deposits in Dollars for a period equal to such Interest Period commencing on the first day of such
Interest Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M., London time, two
Business Days prior to the beginning of such Interest Period. In the event that such rate does not
appear on Page 3750 of the Telerate screen (or otherwise on such screen), the “Eurodollar Base
Rate” shall be determined by reference to such other comparable publicly available service for
displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of
such availability, by reference to the rate at which the Administrative Agent is offered Dollar
deposits at or about 11:00 A.M., New York City time, two Business Days prior to the beginning of
such Interest Period in the interbank eurodollar market where its eurodollar and foreign currency
and exchange operations are then being conducted for delivery on the first day of such Interest
Period for the number of days comprised therein.




8









 








          “Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the
Eurodollar Rate.




          “Eurodollar Rate”: with respect to each day during each Interest Period pertaining to
a Eurodollar Loan, a rate per annum determined for such day in accordance with the following
formula (rounded upward to the nearest 1/100th of 1%):




Eurodollar Base Rate

1.00 — Eurocurrency Reserve Requirements





          “Eurodollar Tranche”: the collective reference to Eurodollar Loans under a particular
Facility the then current Interest Periods with respect to which begin on the same date and end on
the same later date (whether or not such Loans shall originally have been made on the same day).




          “Event of Default”: any of the events specified in Section 9; provided, that
any requirement for the giving of notice, the lapse of time, or both, has been satisfied.




          “Excluded Foreign Subsidiary”: any Foreign Subsidiary in respect of which either (a)
the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by
such Subsidiary of the Borrower Credit Agreement Obligations, would, in the good faith judgment of
the Borrower, result in adverse tax consequences to the Borrower.




          “Excluded Indebtedness”: all Indebtedness permitted by clauses (a), (b), (c), (e),
(h), (i), (j), (k), (l), (m) and (n) of Section 8.2.




          “Existing Agent”: as defined in the definition of “Existing Credit Agreement”.




          “Existing Credit Agreement”: the Credit Agreement dated as of August 7, 2006, among
the Borrower, the lenders from time to time party thereto, the Subsidiary Guarantors, Holdings and
Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Existing
Agent”).




          “Existing Indentures”: the Existing Senior Note Indenture and the Existing Senior
Subordinated Note Indenture.




          “Existing Senior Note Indenture”: the Indenture, dated as of August 8, 2003, entered
into by the Borrower and certain of its Subsidiaries in connection with the issuance of the
Existing Senior Notes, together with all instruments, amendments, modifications, supplements and
other agreements entered into by the Borrower or certain of its Subsidiaries in connection
therewith.




          “Existing Senior Notes”: the 10.00% notes of the Borrower issued pursuant to the
Existing Senior Note Indenture.




          “Existing Senior Notes Tender Offer”: the Offer to Purchase for Cash the Existing
Senior Notes and Solicitation of Consents to Proposals by the Borrower, dated February 15, 2007.




          “Existing Senior Subordinated Note Indenture”: the Indenture, dated March 14, 2001,
as amended by the First Supplemental Indenture, dated as of August 19, 2003, entered into by the
Borrower and certain of its Subsidiaries in connection with the issuance of the Existing Senior
Subordinated Notes, together with all instruments, amendments, modifications, supplements and other
agreements entered into by the Borrower or certain of its Subsidiaries in connection therewith.




9









 








          “Existing Senior Subordinated Notes”: the 91/2% senior
subordinated notes of the Borrower issued pursuant to the Existing Senior Subordinated Note
Indenture.




          “Facility”: each of (a) the Tranche B Term Commitments and the Tranche B Term Loans
made thereunder (the “Tranche B Term Facility”), (b) the Delayed Draw Term Commitments and
the Delayed Draw Term Loans made thereunder (the “Delayed Draw Term Facility”), and (c) the
Revolving Commitments and the extensions of credit made thereunder (the “Revolving
Facility”).




          “Facilities Increase” as defined in Section 2.4(a) hereof.




          “Facilities Increase Date” as defined in Section 2.4(c) hereof.




          “Facilities Increase Notice”: a notice from the Borrower to the Administrative Agent
requesting a Facilities Increase, which may include any proposed term and condition for such
proposed Facilities Increase but shall include in any event the amount of such proposed Facilities
Increase.




          “Fair Market Value”: (a) with respect to any asset or group of assets (other than a
marketable security) at any date, the value of the consideration obtainable in a sale of such asset
at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and
arranged in an orderly manner over a reasonable period of time having regard to the nature and
characteristics of such asset, as reasonably determined by the Board of Directors of the Borrower
or, if such asset shall have been the subject of a relatively contemporaneous appraisal by an
independent third party appraiser, the basic assumptions underlying which have not materially
changed since its date, the value set forth in such appraisal and (b) with respect to any
marketable security at any date, the closing sale price of such security on the Business Day next
preceding such date, as appearing in any published list of any national securities exchange or the
NASDAQ Stock Market or, if there is no such closing sale price of such security, the final price
for the purchase of such security at face value quoted on such business day by a financial
institution of recognized standing regularly dealing in securities of such type and selected by the
Borrower and reasonably approved by the Administrative Agent.




          “FCC”: the Federal Communications Commission and any successor regulatory body.




          “FCC License”: each Authorization which is issued by the FCC from time to time for
the Borrower and its Subsidiaries to operate each of the Systems.




          “Federal Funds Effective Rate”: for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Reference Lender from three federal
funds brokers of recognized standing selected by it.




          “Foreign Subsidiary”: any Subsidiary of the Borrower that is not a Domestic
Subsidiary.




          “Franchise Interest”: any direct or indirect ownership in any Person that is a CMRS
Entity.




          “Funding Office”: the office of the Administrative Agent specified in Section 11.2 or
such other office as may be specified from time to time by the Administrative Agent as its funding
office by written notice to the Borrower and the Lenders.




10









 








          “GAAP”: generally accepted accounting principles in the United States as in effect
from time to time.




          “Governmental Authority”: any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).




          “Group Members”: the collective reference to Holdings, the Borrower and its
Subsidiaries.




          “Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement to be
executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor, substantially in
the form of Exhibit D.




          “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including any bank under any
letter of credit) to induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any
such primary obligation or (2) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation
or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss
in respect thereof; provided, however, that the term Guarantee Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary course of business.
The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of
which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall
be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as
determined by the Borrower in good faith.




          “Guarantors”: the collective reference to Holdings and the Subsidiary Guarantors.




          “Hedge Agreements”: any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided, that no phantom
stock or similar plan providing for payments only on account of services provided by current or
former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a
Hedge Agreement.




          “Holdings”: as defined in the preamble to this Agreement.




11









 








          “Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than current trade payables incurred in the ordinary course of
such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures
or other similar instruments, (d) all indebtedness created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event of default are
limited to repossession or sale of such property), (e) all Capital Lease Obligations of such
Person, (f) all obligations of such Person, contingent or otherwise, as an account party or
applicant under or in respect of acceptances, letters of credit, surety bonds or similar
arrangements, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise
acquire any Capital Stock of such Person (other than any such Capital Stock which has a stated
maturity of at least 180 days after the Term Loan Maturity Date and may not be required to be
repaid, redeemed, purchased , retired, defeased or otherwise acquired on or prior to such date), in
the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and
its involuntary liquidation preference plus accrued and unpaid dividends, (h) all Guarantee
Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through
(g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by
(or for which the holder of such obligation has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including accounts and contract rights) owned by such Person,
whether or not such Person has assumed or become liable for the payment of such obligation, and (j)
for the purposes of Sections 8.2 and 9(e) only, all net obligations of such Person in respect of
Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or other relationship
with such entity, except to the extent the terms of such Indebtedness expressly provide that such
Person is not liable therefor. For purposes of clause (j) above, the principal amount of
Indebtedness in respect of Hedge Agreements shall equal the amount that would be payable (giving
effect to netting) at such time if such Hedge Agreement were terminated.




          “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.




          “Insolvent”: pertaining to a condition of Insolvency.




          “Intellectual Property”: the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or
in equity for any infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.




          “Interest Payment Date”: (a) as to any Base Rate Loan (other than any Swingline
Loan), the last day of each March, June, September and December to occur while such Loan is
outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an
Interest Period of three months or less, the last day of such Interest Period, (c) as to any
Eurodollar Loan having an Interest Period longer than three months, each day that is three months,
or a whole multiple thereof, after the first day of such Interest Period and the last day of such
Interest Period, (d) as to any Loan (other than any Revolving Loan that is a Base Rate Loan and any
Swingline Loan), the date of any repayment or prepayment made in respect thereof (if interest is
payable on such date) and (e) as to any Swingline Loan, the day that such Loan is required to be
paid.




12









 








          “Interest Period”: as to any Eurodollar Loan, (a) initially, the period commencing on
the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and
ending one, two, three or six or (if available to all Lenders under the relevant Facility) nine or
twelve months thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter, each period
commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan
and ending one, two, three or six or (if available to all Lenders under the relevant Facility) nine
or twelve months thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent no later than 12:00 Noon, New York City time, on the date that is three
Business Days prior to the last day of the then current Interest Period with respect thereto;
provided, that, all of the foregoing provisions relating to Interest Periods are subject to
the following:





     (i) if any Interest Period would otherwise end on a day that is not a Business
Day, such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month in which event such Interest Period shall end on the
immediately preceding Business Day;




     (ii) the Borrower may not select an Interest Period under a particular Facility
that would extend beyond the Revolving Credit Termination Date or beyond the Term
Loan Maturity Date, as the case may be; and




     (iii) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last Business
Day of a calendar month.



          “Investments”: as defined in Section 8.8.




          “Issuing Lender”: Any Lender or Affiliate of a Lender that, with the approval of the
Administrative Agent and the Borrower, becomes the Issuing Lender as of any date after the Closing
Date, by agreeing, pursuant to an agreement with and in form and substance satisfactory to the
Administrative Agent and the Borrower, to be bound by the terms hereof applicable to the Issuing
Lender.




          “Joint Lead Arrangers” means Lehman Brothers Inc. and Morgan Stanley Senior Funding
Inc., each in its respective capacity as joint lead arranger hereunder.




          “L/C Commitment”: $15,000,000.




          “L/C Fee Payment Date”: the last day of each March, June, September and December and
the last day of the Revolving Commitment Period.




          “L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then
undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount
of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.11.




          “L/C Participants”: the collective reference to all the Revolving Lenders other than
the Issuing Lender.




          “Lenders”: as defined in the preamble hereto; provided, that unless the
context otherwise requires, each reference herein to the Lenders shall be deemed to include any
Conduit Lender.




13









 








          “Letters of Credit”: as defined in Section 3.7(a).




          “Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing).




          “Loan”: any loan made by any Lender pursuant to this Agreement.




          “Loan Documents”: this Agreement, the Security Documents and the Notes.




          “Loan Parties”: each Group Member that is a party to a Loan Document.




          “Majority Facility Lenders”: (i) with respect to the Revolving Loans, the holders of
more than 50% of the Total Revolving Commitments and Total Revolving Extensions of Credit (or,
following any termination of the Revolving Commitments, the holders of more than 50% of the Total
Revolving Extensions of Credit), (ii) with respect to the Tranche B Term Loans, the holders of more
than 50% of the Tranche B Term Loans and Tranche B Term Commitments (or, following any termination
of the Tranche B Term Commitments, the holders of more than 50% of the Tranche B Term Loans) and
(iii) with respect to the Delayed Draw Term Loans, the holders of more than 50% of the Delayed
Draw Term Loans and Total Delayed Draw Commitments (or, following any termination of the Delayed
Draw Term Commitments, the holders of more than 50% of the Delayed Draw Term Loans);
provided, however, that following the termination of the Tranche B Term Commitments
and Delayed Draw Term Commitments, the “Majority Facility Lenders” with respect to the Term Loans
shall be the holders of more than 50% of the Term Loans.




          “Management Agreement”: the Amended and Restated Management Agreement, dated as of
March 13, 2007 between Parent and Borrower, as the same may be amended, otherwise modified or
replaced from time to time.




          “Material Adverse Effect”: a material adverse effect on (a) the transactions
contemplated by the Loan Documents, (b) the business, assets, property, financial condition or
results of operations of the Borrower and its Subsidiaries taken as a whole or (c) the validity or
enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of
the Agents or the Lenders hereunder or thereunder.




          “Material Agreements”: the Management Agreement, the Borrower Indentures, the Tax
Allocation Agreement and the Roaming Agreement.




          “Materials of Environmental Concern”: any gasoline or petroleum (including crude oil
or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or
wastes, defined or regulated as such in or under any Environmental Law, including asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.




          “Mortgaged Properties”: as defined in Section 7.10(b).




          “Mortgages”: each of the mortgages and deeds of trust made by any Loan Party in favor
of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, in form
and substance reasonably satisfactory to the Administrative Agent (with such changes thereto as
shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to
be recorded).




14









 








          “Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.




          “Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event,
the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received
by way of deferred payment of principal pursuant to a note or installment receivable or purchase
price adjustment receivable or by the Disposition of any non-cash consideration received in
connection therewith or otherwise, but only as and when received) of such Asset Sale or Recovery
Event, net of attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be
applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any
asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a
Security Document) and other customary fees and expenses actually incurred in connection therewith
and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing arrangements) and any reserve
for adjustment in respect of the sale price of such asset or assets established in accordance with
GAAP (provided that following the termination of such reserves proceeds equal to any unused
reserves shall be applied in accordance with Section 4.2) and (b) in connection with any incurrence
of Indebtedness, the cash proceeds received from such incurrence, net of attorneys’ fees,
investment banking fees, accountants’ fees, underwriting discounts and commissions and other
customary fees and expenses actually incurred in connection therewith.




          “Non-Consenting Lender”: as defined in Section 11.1.




          “Non-Excluded Taxes”: as defined in Section 4.10(a).




          “Non-U.S. Lender”: as defined in Section 4.10(d).




          “Notes”: the collective reference to any promissory note evidencing Loans.




          “Obligations”: as defined in the Guarantee and Collateral Agreement.




          “Other Taxes”: any and all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document.




          “Parent”: Dobson Communications Corporation, an Oklahoma corporation.




          “Participant”: as defined in Section 11.6(c).




          “Patriot Act” : the USA Patriot Act of 2001 (31 U.S.C. 5318 et seq.).




          “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A
of Title IV of ERISA (or any successor).




          “Permitted Acquisition”: any acquisition of all or substantially all of the assets
of, or Capital Stock of, a Person, that satisfies each of the following conditions: (a) (i) all
transactions related thereto shall be consummated without material contravention of any applicable
Requirements of Law and Authorizations, (ii) at least 75% of the Capital Stock of any acquired or
newly formed corporation, partnership, association or other business entity is owned directly by
the Borrower or a Loan Party which is a Subsidiary of the Borrower and a Domestic Subsidiary, and
all actions required to be taken, if any, with respect to such acquired or newly formed Subsidiary
under Section 7.10 shall have been taken, (iii)

15









 








such acquisition shall have been approved and recommended by the board of directors or
equivalent governing body of the Person to be acquired or from which such assets are to be acquired
and such approval and recommendation has not been withdrawn, (iv) immediately before and after
giving effect thereto, each material Authorization issued by any Communications Regulatory
Authority with respect to any Person or business unit to be acquired in connection with such
acquisition shall be in full force and effect, valid, binding, enforceable, and subsisting without
any defaults (except defaults which could not reasonably be expected to result in the termination,
revocation or non-renewal of such Authorization) thereunder or enforceable materially adverse
limitations thereon and shall not be subject to any proceedings or claims (except proceedings or
claims which could not reasonably be expected to result in the termination, revocation or
non-renewal of such Authorization) opposing the issuance, development, or use thereof or contesting
the validity thereof unless the acquiring Person has entered into an agreement with the seller of
such Authorization protecting such Person from such adverse limitations, proceedings, or claims,
which agreement shall be on terms and conditions, and from a Person whose credit is, reasonably
satisfactory to Administrative Agent, (v) immediately before and after giving effect thereto, the
acquiring Person shall be Solvent and the Borrower, on a consolidated basis, shall be Solvent, (vi)
immediately after giving effect thereto, the Consolidated Leverage Ratio shall not exceed 6.50 to
1.00, (vii) immediately after giving effect thereto, the Consolidated Secured Leverage Ratio shall
not exceed 5.50 to 1.00, (viii) immediately before and after giving effect thereto, no Default or
Event of Default has occurred and is continuing and (ix) any acquired entities or business units
are in a similar line of business to the Borrower and (b) if the aggregate consideration payable
(including any deferred consideration and non-cash consideration, including assumed Indebtedness)
for such Permitted Acquisition equals or exceeds $25,000,000, upon the consummation thereof, the
Borrower shall deliver to the Administrative Agent (i) a pro forma income statement for the most
recently available last four fiscal quarters and pro forma balance sheet for the most recently
available fiscal quarter of the Borrower and its Subsidiaries (after giving effect to such
acquisition) together with the respective amounts of each such acquired Person’s or business’s
actual and contingent liabilities to the extent that such liabilities would be recourse to the
Borrower or its Subsidiaries and (ii) an officer’s certificate certifying compliance with each of
the requirements under clause (a) above (including the Consolidated Leverage Ratio and Consolidated
Secured Leverage Ratio) and containing all information necessary for determining such compliance,
together with all relevant financial statements, projections and information, in each case,
satisfactory to the Administrative Agent.




          “Permitted Asset Sale”: a Disposition of any property by the Borrower or its
Subsidiaries (other than a Disposition permitted by Section 8.5(a), (b), (c), (d) or (e));
provided, that (i) no Default or Event of Default is continuing or would result therefrom,
(ii) the Borrower or its applicable Subsidiary, as the case may be, receives consideration at the
time of such Disposition at least equal to the Fair Market Value of the property sold or otherwise
Disposed of and (iii) at least 75% of the consideration received by the Borrower or such Subsidiary
with respect to such Disposition is in the form of cash or Cash Equivalents. For purposes of this
definition, each of the following will be deemed to be cash: (a) any liabilities, as shown on the
Borrower’s most recent consolidated balance sheet, of the Borrower or any Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to the Obligations)
that are assumed by the transferee of any such assets pursuant to a customary novation agreement
that releases the Borrower or such Subsidiary from further liability and (b) any securities, notes
or other obligations received by the Borrower or any such Subsidiary from such transferee that are
contemporaneously, subject to ordinary settlement periods, converted by the Borrower or such
Subsidiary into cash, to the extent of the cash received in that conversion.




          “Permitted Asset Swap”: a Disposition of CMRS Assets owned by the Borrower or any of
its Subsidiaries that satisfies each of the following conditions: (i) such Disposition shall be in
substantially contemporaneous exchange for the acquisition of other CMRS Assets, (ii) such
acquisition of other CMRS Assets shall be a Permitted Acquisition, (iii) immediately prior to and
after giving effect

16









 








to the Disposition of such CMRS Assets and acquisition of other CMRS Assets, no Default or
Event of Default shall have occurred and be continuing or could reasonably be expected to result
therefrom, (iv) the consideration received for such Disposition shall be at least equal to the Fair
Market Value of the CMRS Assets Disposed of and such Disposition does not have any materially
adverse tax consequences to any Group Member, (v) the Consolidated Leverage Ratio shall not exceed
6.50 to 1.00, (vi) the Consolidated Secured Leverage Ratio shall not exceed 4.75 to 1.00, (vii) no
Default or Event of Default has occurred and is continuing, (viii) any swapped entities or assets
are in a similar line of business to the Borrower, (ix) any cash consideration received after
giving effect to such Disposition and substantially contemporaneous acquisition shall, in each case
be a bona fide means of equalizing the value between the CMRS Assets Disposed of and (x) if the
aggregate consideration payable (including any deferred consideration and non-cash consideration,
including assumed Indebtedness) for such Permitted Asset Swap equals or exceeds $25,000,000, upon
the consummation thereof, the Borrower shall deliver to the Administrative Agent (a) a pro forma
income statement for the most recently available last four fiscal quarters and pro forma balance
sheet for the most recently available fiscal quarter of the Borrower and its Subsidiaries (after
giving effect to such Permitted Asset Swap) together with the respective amounts of each such
acquired Person’s or business’s actual and contingent liabilities to the extent that such
liabilities would be recourse to the Borrower or its Subsidiaries and (b) an officer’s certificate
certifying compliance with each of the foregoing requirements (including the Consolidated Leverage
Ratio and Consolidated Secured Leverage Ratio) and containing all information necessary for
determining such compliance, together with all relevant financial statements, projections and
information, in each case, satisfactory to the Administrative Agent.




          “Permitted Holders”: Dobson Communications Corporation and its Subsidiaries, Dobson
CC Limited Partnership and/or Everett R. Dobson.




          “Permitted Payments”: as defined in Section 8.6(c).




          “Permitted Refinancing”: a refinancing, extension or renewal of any Indebtedness of
the Borrower or its Subsidiaries (including, without limitation, payment of any prepayment fees,
premiums or other fees and expenses incurred in connection therewith); provided, that (i)
no Default or Event of Default is continuing or would result therefrom, (ii) in the case of (x) any
such unsecured Indebtedness, immediately after giving effect to such refinancing, extension or
renewal, such Indebtedness is not secured by a Lien on any assets of the Borrower or its
Subsidiaries and (y) any such Indebtedness secured by a Lien, no such Lien is extended to cover any
additional property, (iii) other than with respect to any refinancing, extension or renewal of
Indebtedness of the type described in Section 8.2(e), immediately after giving effect to such
refinancing, extension or renewal, the Consolidated Leverage Ratio shall not exceed 6.50 to 1.00,
(iv) such refinancing, extension or renewal is permitted under each Borrower Indenture and
Subordinated Debt Agreement, (v) after giving effect to such refinancing, extension or renewal,
such Indebtedness has a maturity no less than 180 days after the Term Loan Maturity Date, and (vi)
any modifications to the amortization with respect to such Indebtedness shall not result in a
shorter weighted average life to maturity than the Indebtedness subject to such refinancing,
extension or renewal.




          “Permitted Unsecured Debt”: as defined in Section 8.2(i).




          “Person”: an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.




          “Plan”: at a particular time, any employee benefit plan that is covered by ERISA and
in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were
terminated at

17









 








such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.




          “Pledged Stock”: as defined in the Guarantee and Collateral Agreement.



          “Pro Forma Balance Sheet”: as defined in Section 5.1(a).



          “Projections”: as defined in Section 7.2(c).



          “Properties”: as defined in Section 5.17(a).



          “Property”: any right or interest in or to property of any kind whatsoever, whether
real, personal or mixed and whether tangible or intangible, including, without limitation, Capital
Stock.



          “PUC”: any state regulatory agency or governmental authority that exercises
jurisdiction over the provision of commercial mobile radio services or any services incidental
thereto.



          “PUC Authorization”: any Authorization issued by any applicable PUC from time to time
that is required for the Borrower and its Subsidiaries to enter into operations of a System.



          “Qualified Counterparty”: with respect to any Specified Hedge Agreement, any
counterparty thereto that, at the time such Specified Hedge Agreement was entered into, was (i) a
Lender, an Affiliate of a Lender, an Agent or an Affiliate of an Agent or (ii) a Person who has
entered into a Specified Hedge Agreement which was arranged by a Lender or an Affiliate of a Lender
and an assignee of such Person; provided, that, in the event a counterparty to a Specified
Hedge Agreement at the time such Specified Hedge Agreement was entered into was a Qualified
Counterparty, such counterparty shall constitute a Qualified Counterparty hereunder and under the
other Loan Documents.



          “Recovery Event”: any settlement of or payment in respect of any property or casualty
insurance claim or any condemnation proceeding relating to any asset of any Group Member.



          “Reference Lender”: Deutsche Bank, New York Office.



          “Refinancing”: means (i) the repayment of the loans and other obligations and
termination of commitments outstanding under the Existing Credit Agreement and (ii) the redemption,
defeasance or repurchase of not less than 70% of the Existing Senior Notes, including payment of
accrued interest, breakage costs, fees and applicable premiums.



          “Refunded Swingline Loans”: as defined in Section 3.4.



          “Refunding Date”: as defined in Section 3.4.



          “Register”: as defined in Section 11.6(b)(iv).



          “Regulation U”: Regulation U of the Board as in effect from time to time.



          “Reimbursement Obligation”: the obligation of the Borrower to reimburse the Issuing
Lender pursuant to Section 3.11 for amounts drawn under Letters of Credit.



          “Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate
Net Cash Proceeds received by any Group Member in connection therewith that are not applied



18









 







to prepay the Term Loans or reduce the Revolving Commitments pursuant to Section 4.2(b) as a
result of the delivery of a Reinvestment Notice.



          “Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the
Borrower has delivered a Reinvestment Notice.



          “Reinvestment Notice”: a written notice executed by a Responsible Officer stating
that no Event of Default has occurred and is continuing and that the Borrower (directly or
indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net
Cash Proceeds of an Asset Sale subject to Section 4.2(b) or Recovery Event to acquire or repair
assets useful in its business.



          “Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the
Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant
Reinvestment Prepayment Date to acquire or repair assets useful in the business of the Borrower and
its Subsidiaries.



          “Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier
of (a) the date occurring eighteen months after such Reinvestment Event and (b) the date on which
the Borrower shall have determined not to, or shall have otherwise ceased to acquire or repair
assets useful in its business with all or any portion of the relevant Reinvestment Deferred Amount.



          “Reorganization”: with respect to any Multiemployer Plan, the condition that such
plan is in reorganization within the meaning of Section 4241 of ERISA.



          “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty day notice period is waived under subsections .27, .28,
        .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.



          “Repricing”: as defined in Section 4.1(b).



          “Required Lenders”: at any time, the holders of more than 50% of the sum of (i) the
aggregate unpaid principal amount of the Term Loans then outstanding and the Tranche B Term Loan
Commitments then in effect or, if the Tranche B Term Commitments have been terminated, the total
Tranche B Term Loans then outstanding, and the Delayed Draw Term Loan Commitments then in effect
or, if the Delayed Draw Term Commitments have been terminated, the total Delayed Draw Term Loans
then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving
Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.



          “Required Revolving Lenders”: at any time, the holders of more than 50% of the sum of
the Total Revolving Commitments then in effect or, if the Revolving Commitments have been
terminated, the Total Revolving Extensions of Credit then outstanding.



          “Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws
or other organizational or governing documents of such Person, and any law (including the
Communications Act), treaty, rule or regulation or determination of an arbitrator or a court or of
the FCC, any PUC or any other Governmental Authority, in each case applicable to or binding upon
such Person or any of its property or to which such Person or any of its property is subject.



          “Responsible Officer”: the chief executive officer, president, chief financial
officer or treasurer of the Borrower, but in any event, with respect to financial matters, the
chief financial officer or treasurer of the Borrower.



19









 





          “Restricted Payments”: (i) dividends, redemptions, repurchases, defeasance,
retirement and all distributions with respect to Capital Stock (whether in the form of debt, equity
or otherwise); (ii) any prepayment, redemption or repurchase of any Indebtedness (other than (x)
the Refinancing to the extent completed on the Closing Date and (y) Indebtedness permitted by
clauses (a), (b), (c), (e), (k), (l), (m), (n) and (o) of Section 8.2) and (iii) other payments in
respect of Investments (other than transactions expressly permitted by Section 8.8), transactions
with Affiliates (other than transactions expressly permitted in Section 8.10)) and Hedge Agreements
(other than transactions expressly permitted by Section 8.12).



          “Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to
make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate
principal and/or face amount not to exceed the amount set forth under the heading “Revolving
Commitment” under such Lender’s name on such Lender’s Addendum or in the Assignment and Assumption
pursuant to which such Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof. The original amount of the Total Revolving Commitments is
$75,000,000.



          “Revolving Commitment Period”: the period from and including the Closing Date to the
Revolving Credit Termination Date.



          “Revolving Commitment Fee Rate”: 0.375% per annum.



          “Revolving Credit Adjustment Date”: as defined in the Revolving Credit Pricing Grid.



          “Revolving Credit Pricing Grid”: the pricing grid attached hereto as Annex A-2.



          “Revolving Credit Termination Date”: March 15, 2012.



          “Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount
equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender
then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding
and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans
then outstanding.



          “Revolving Facility”: as defined in the definition of “Facility”.



          “Revolving Lender”: each Lender that has a Revolving Commitment or that holds
Revolving Loans.



          “Revolving Loans”: as defined in Section 3.1(a).



          “Revolving Percentage”: as to any Revolving Lender at any time, the percentage which
such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any
time after the Revolving Commitments shall have expired or terminated, the percentage which the
aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding).



          “Roaming Agreement”: the InterCarrier Multi-standard Roaming Agreement by and among
Cingular Wireless LLC, Dobson Cellular Systems, Inc. and the Borrower, dated as of August 12, 2005,
as amended, supplemented or otherwise modified from time to time.



20









 





          “SEC”: the Securities and Exchange Commission, any successor thereto and any
analogous Governmental Authority.



          “Secured Parties”: the collective reference to the Lenders, the Agents, the Qualified
Counterparties, the Issuing Lender and the Swingline Lender.



          “Security Documents”: the collective reference to the Guarantee and Collateral
Agreement, each Mortgage and all other security documents hereafter delivered to the Administrative
Agent granting a Lien on any property of any Person to secure the Obligations.



          “Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is
not a Multiemployer Plan.



          “Solvent”: when used with respect to any Person, means that, as of any date of
determination, (a) the amount of the “present fair saleable value” of the assets of such Person
will, as of such date, exceed the amount of all “liabilities of such Person, contingent or
otherwise”, as of such date, as such quoted terms are determined in accordance with applicable
federal and state laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater than the amount that
will be required to pay the liability of such Person on its debts as such debts become absolute and
matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct its business, and (d) such Person will be able to pay its debts as they
mature. For purposes of this definition, (i) ”debt” means liability on a “claim”, and (ii) ”claim”
means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach
gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.



          “Specified Change of Control”: any event constituting a “change of control” (as such
term is defined in any Borrower Indenture or other instrument governing the terms of any Group
Member Indebtedness or in any certificate of designation or exchange debenture with respect to any
Group Member preferred stock or other long-term Indebtedness or preferred stock of any Group Member
or any of its Subsidiaries) which causes any Indebtedness of any Group Member in an aggregate
principal amount of at least $20,000,000 to be declared to be due and payable, or be required to be
prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the
stated maturity thereof).



          “Specified Hedge Agreement”: any Hedge Agreement (a) entered into by (i) the Borrower
or any of its Subsidiaries and (ii) any Qualified Counterparty, as counterparty and (b) that has
been designated by such Qualified Counterparty (or, in the case of a Hedge Agreement arranged by a
Lender or an Affiliate of a Lender, by such Lender or Affiliate of a Lender) and the Borrower, by
notice to the Administrative Agent, as a Specified Hedge Agreement; provided, any release
of Collateral or Guarantor effected in the manner permitted by this Agreement shall not require the
consent of holders of obligations under Specified Hedge Agreements. The designation of any Hedge
Agreement as a Specified Hedge Agreement shall not create in favor of any Qualified Counterparty
that is a party thereto any rights in connection with the management or release of any Collateral
or of the obligations of any Guarantor under the Guarantee and Collateral Agreement except to the
extent provided in Section 11.1(b)(xi) or Section 11.14.



          “Subordinated Debt”: any unsecured Indebtedness of the Borrower or its Subsidiaries,
no part of the principal of which is required to be paid (whether by way of mandatory sinking fund,



21









 







mandatory redemption or mandatory prepayment), prior to September 15, 2014 and the payment of
principal and interest of which and other obligations of the Borrower in respect thereof are
subordinated to the prior payment in full of the Obligations.



          “Subordinated Debt Agreement”: any agreement (including any Borrower Indenture)
pursuant to which any Subordinated Debt is issued.



          “Subsidiary”: as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the management of which is
otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.



          “Subsidiary Guarantor”: each Subsidiary of the Borrower other than (i) any Excluded
Foreign Subsidiary and (ii) Alton CellTelCo Partnership.



          “Swingline Commitment”: the obligation of the Swingline Lender to make Swingline
Loans pursuant to Section 3.3 in an aggregate principal amount at any one time outstanding not to
exceed $15,000,000.



          “Swingline Lender”: Lehman Commercial Paper Inc., in its capacity as the lender of
Swingline Loans.



          “Swingline Loans”: as defined in Section 3.3.



          “Swingline Participation Amount”: as defined in Section 3.4.



          “Syndication Agent”: as defined in the preamble to this Agreement.



          “Systems”: each of the CMRS Systems, now owned or hereafter owned, operated or
managed by the Borrower and its Subsidiaries.



          “Taxes”: all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties with respect to such taxes or arising from the
nonpayment thereof.



          “Tax Allocation Agreement”: the Tax Allocation Agreement effective as of August 19,
2003 between the Parent and the Borrower, as the same may be amended, otherwise modified or
replaced from time to time.



          “Term Lenders”: the collective reference to the Tranche B Term Lenders and the
Delayed Draw Term Lenders.



          “Term Loans”: the collective reference to the Tranche B Term Loans (including any
Tranche B Term Loans made pursuant to any Facilities Increase) and Delayed Draw Term Loans.



          “Term Loan Adjustment Date”: as defined in the Term Loan Pricing Grid.



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          “Term Loan Maturity Date”: March 15, 2014.



          “Term Loan Pricing Grid”: the pricing grid attached hereto as Annex A-1.



          “Total Delayed Draw Commitments”: at any time, the aggregate amount of the Delayed
Draw Term Commitments then in effect.



          “Total Revolving Commitments”: at any time, the aggregate amount of the Revolving
Commitments then in effect.



          “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the
Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.



          “Tranche B Commitment Termination Date”: the Closing Date.



          “Tranche B Funding Date”: the Closing Date and any subsequent date on which a
borrowing of Tranche B Term Loans is made.



          “Tranche B Term Commitment”: as to any Lender, the obligation of such Lender, if any,
to make a Tranche B Term Loan to the Borrower hereunder in a principal amount not to exceed the
amount set forth under the heading “Tranche B Term Commitment” under such Lender’s name on such
Lender’s Addendum, as the same may be changed from time to time pursuant to the terms hereof. The
original aggregate amount of the Tranche B Term Commitments is $900,000,000.



          “Tranche B Term Facility”: as defined in the definition of “Facility”.



          “Tranche B Term Lender”: each Lender that has a Tranche B Term Commitment or that
holds a Tranche B Term Loan.



          “Tranche B Term Loan”: as defined in Section 2.1(a).



          “Tranche B Term Percentage”: as to any Tranche B Lender at any time, the percentage
which such Lender’s Tranche B Term Commitment then constitutes of the aggregate Tranche B Term
Commitments.



          “Transferee”: any Assignee or Participant.



          “Type”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.



          “Unasserted Contingent Obligations”: as defined in the Guarantee and Collateral
Agreement.



          “United States”: the United States of America.



          “Voting Power”: with respect to any Person, the rights attributable to ownership of
the Capital Stock of any class or kind ordinarily to vote for the election of directors, managers
or other voting members of the governing body of such Person.



          1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when used in the other Loan Documents or
any certificate or other document made or delivered pursuant hereto or thereto.



23









 





          (b) As used herein and in the other Loan Documents, and any certificate or other document made
or delivered pursuant hereto or thereto, (i) accounting terms relating to any Group Member not
defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not
defined, shall have the respective meanings given to them under GAAP, (ii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and
(iii) the words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, Capital
Stock, securities, revenues, accounts, leasehold interests and contract rights.



          (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.



          (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.



          (e) Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP; provided, that, if the Borrower notifies
the Administrative Agent that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower
that the Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.



SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS




          2.1 Term Commitments. (a) Tranche B Term Loans. Subject to the terms and
conditions hereof, each Tranche B Term Lender severally agrees to make a term loan (a “Tranche
B Term Loan”) to the Borrower on the Closing Date in an amount corresponding to the amount of
the Tranche B Term Commitment of such Tranche B Lender set forth on Schedule I in accordance with
Section 2.2(a). The Tranche B Term Loans may from time to time be Eurodollar Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with
Sections 2.2 and 4.3.



          (b) Delayed Draw Term Loans. Subject to the terms and conditions hereof, on or prior
to the Delayed Draw Commitment Termination Date, each Delayed Draw Term Lender severally agrees to
make a term loan (a “Delayed Draw Term Loan”) on any Delayed Draw Funding Date in an amount
corresponding to the amount of the Delayed Draw Term Commitment of such Delayed Draw Term Lender
set forth on Schedule I in accordance with Section 2.2(b); provided, however, that
(i) the Borrower shall only be permitted to draw Delayed Draw Term Loans on up to three (3) Delayed
Draw Funding Dates prior to the Delayed Draw Commitment Termination Date and (ii) each borrowing
under the Delayed Draw Term Commitment shall be in an amount equal to at least $10,000,000 or a
whole multiple of $1,000,000 in excess thereof. The Delayed Draw Term Loans may from time to time
be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 4.3.



24









 





          2.2 Procedure for Term Loan Borrowing. (a) Tranche B Term Loans. The
Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to 10:00 A.M., New York City time, (i) three (3) Business Days prior
to the anticipated Tranche B Funding Date in the case of Eurodollar Loans, or (ii) one (1) Business
Day prior to the anticipated Tranche B Funding Date in the case of Base Rate Loans) requesting that
the Tranche B Term Lenders make the Tranche B Term Loans on such Tranche B Funding Date and
specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall
promptly notify each Tranche B Term Lender thereof. Not later than 12:00 Noon, New York City time,
on each Tranche B Funding Date each Tranche B Term Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available funds equal to the
Tranche B Term Loans to be made by such Lender on such date. The Administrative Agent shall credit
the account of the Borrower on the books of such office of the Administrative Agent with the
aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Lenders
in immediately available funds.



          (b) Delayed Draw Term Loans. The Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent prior to 10:00 A.M.,
New York City time, (i) three (3) Business Days prior to the anticipated Delayed Draw Funding Date
in the case of Eurodollar Loans, or (ii) one (1) Business Day prior to the anticipated Delayed Draw
Funding Date in the case of Base Rate Loans) requesting that the Delayed Draw Term Lenders make the
Delayed Draw Term Loans on the Delayed Draw Funding Date and specifying the amount to be borrowed.
Upon receipt of such notice the Administrative Agent shall promptly notify each Delayed Draw Term
Lender thereof. Not later than 12:00 Noon, New York City time, on any Delayed Draw Funding Date,
each Delayed Draw Term Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Delayed Draw Term Loans to be made by
such Lender on such date. The Administrative Agent shall credit the account of the Borrower on the
books of such office of the Administrative Agent with the aggregate of the amounts made available
to the Administrative Agent by the Delayed Draw Term Lenders in immediately available funds.



          2.3 Repayment of Term Loans. Subject to Section 4.2, the principal balance of the
Term Loans of each Term Lender shall be repayable in consecutive quarterly installments on the last
day of each fiscal quarter of the Borrower commencing with the fiscal quarter ending June 30, 2007
through December 31, 2013, each such payment to equal 0.25% of (i) the initial aggregate principal
amount of all Tranche B Term Loans and (ii) the aggregate amount of the Delayed Draw Term Loans
drawn on or prior to the last day of the applicable fiscal quarter, with the remaining balance of
the Term Loans payable on the Term Loan Maturity Date.



          2.4 Incremental Facilities. (a) The Borrower may, on one or more occasions, deliver
to the Administrative Agent a Facilities Increase Notice to request an increase in the Tranche B
Term Facility (a “Facilities Increase”); provided, that (i) no Default or Event of
Default is continuing or would result therefrom, (ii) immediately after giving effect to the
Facilities Increase (A) the Consolidated Secured Leverage Ratio does not exceed 5.50 to 1.00 and
(B) the Consolidated Leverage Ratio does not exceed 6.50 to 1.00 and (iii) the incurrence of
Indebtedness under the Facilities Increase is permitted under each Borrower Indenture. Nothing in
this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good
faith), solicit, provide or consent to any Facilities Increase in the Tranche B Term Commitments,
and any such Facilities Increase may be subject to changes in any term herein.



          (b) The Administrative Agent shall promptly notify each Tranche B Term Lender of the proposed
Facilities Increase and of the proposed terms and conditions therefor agreed between the Borrower
and the Administrative Agent. Each such Tranche B Term Lender (and each of its Affiliates) may, in
its sole discretion, commit to participate in such Facilities Increase by forwarding its commitment



25









 







to the Administrative Agent therefor in form and substance reasonably satisfactory to the
Administrative Agent. The Administrative Agent shall allocate, on a pro rata basis, amounts not to
exceed for each such Tranche B Term Lender the commitment received from such Lender or Affiliate.
If the Administrative Agent does not receive sufficient commitments from existing Tranche B Term
Lenders or their Affiliates, the Administrative Agent or any of its Affiliates will use its
reasonable efforts to allocate any excess in the proper amount of the Facilities Increase to other
prospective Assignees; provided, that any such prospective Assignee is reasonably
satisfactory to the Administrative Agent and the Borrower.



          (c) Each Facilities Increase shall become effective after the satisfaction of the conditions
precedent set forth in Section 6.2, on a date agreed by the Borrower and the Administrative Agent
(a “Facilities Increase Date”). The Administrative Agent shall notify the Lenders and the
Borrower, on or before 1:00 p.m. on the Business Day following the Facilities Increase Date of the
effectiveness of the Facilities Increase.



          (d) Any Loan made pursuant to any Facilities Increase shall be deemed a Tranche B Term Loan
for all purposes hereunder.



SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS




          3.1 Revolving Commitments. (a) Subject to the terms and conditions hereof, each
Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the
Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount
at any one time outstanding which, when added to such Lender’s Revolving Percentage of the sum of
(i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline
Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment;
provided, that no Revolving Loans may be borrowed on the Closing Date. During the
Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying
and reborrowing the Revolving Loans in whole or in part, all in accordance with the terms and
conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or Base Rate
Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with
Sections 3.2 and 4.3.



          (b) The Borrower shall repay all outstanding Revolving Loans on the Revolving Credit
Termination Date.



          3.2 Procedure for Revolving Loan Borrowing. The Borrower may borrow under the
Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the
Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by
the Administrative Agent prior to 12:00 Noon, New York City time, (a) three Business Days prior to
the requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business Day prior to the
requested Borrowing Date, in the case of Base Rate Loans) (provided that any such notice of a
borrowing of Base Rate Loans to finance payments required to be made pursuant to Section 3.4 or
Section 3.11 may be given not later than 10:00 A.M., New York City time, on the date of the
proposed borrowing), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the
requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each
such Type of Loan and the respective lengths of the initial Interest Period therefor. Each
borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of Base
Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then aggregate Available Revolving
Commitments are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar Loans,
$1,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that (x) the
Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments
that are Base Rate Loans in other amounts pursuant to Section 3.4 and (y) borrowings of Base Rate
Loans pursuant to Section 3.11 shall not be subject to the foregoing minimum amounts. Upon



26









 







receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify
each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of
each borrowing available to the Administrative Agent for the account of the Borrower at the Funding
Office prior to 12:00 Noon, New York City time, on the Borrowing Date requested by the Borrower in
funds immediately available to the Administrative Agent. Such borrowing will then be made
available to the Borrower by wire transfer by the Administrative Agent to a bank account designated
in writing by the Borrower to the Administrative Agent, with the aggregate of the amounts made
available to the Administrative Agent by the Revolving Lenders and in like funds as received by the
Administrative Agent.



          3.3 Swingline Commitment. (a) Subject to the terms and conditions hereof, the
Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under
the Revolving Commitments from time to time during the Revolving Commitment Period by making swing
line loans (“Swingline Loans”) to the Borrower; provided that (i) the aggregate principal
amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in
effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the
Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment
then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make,
any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate
amount of the Available Revolving Commitments would be less than zero. During the Revolving
Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and
reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be Base
Rate Loans only.



          (b) The Borrower shall repay all outstanding Swingline Loans on the Revolving Credit
Termination Date.



          3.4 Procedure for Swingline Borrowing; Refunding of Swingline Loans. (a) Whenever the
Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender
irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be
received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date
(which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the
Swingline Commitment shall be in an amount equal to $500,000 or a whole multiple of $100,000 in
excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a
notice in respect of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available funds equal to the
amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall
make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by wire
transfer of immediately available funds to a bank account designated by the Borrower to the
Administrative Agent.



          (b) The Swingline Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to
act on its behalf), on one Business Day’s notice given by the Swingline Lender no later than 12:00
Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby
agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Revolving
Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline Loans”)
outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall
make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office
in immediately available funds, not later than 10:00 A.M., New York City time, one Business Day
after the date of such notice. The proceeds of such Revolving Loans shall be immediately made
available by the Administrative Agent to the Swingline Lender for application by the Swingline
Lender to the repayment of the Refunded



27









 







Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the
Borrower’s accounts with the Administrative Agent (up to the amount available in each such account)
in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts
received from the Revolving Lenders are not sufficient to repay in full such Refunded Swingline
Loans.



          (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section
3.4(b), one of the events described in Section 9(f) shall have occurred and be continuing with
respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its
sole discretion, Revolving Loans may not be made as contemplated by Section 3.4(b), each Revolving
Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred
to in Section 3.4(b) (the “Refunding Date”), purchase for cash an undivided participating
interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the
“Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage
multiplied by (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding
that were to have been repaid with such Revolving Loans.



          (d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender
such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account
of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline
Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s participating interest was outstanding and funded and, in
the case of principal and interest payments, to reflect such Lender’s pro rata
portion of such payment if such payment is not sufficient to pay the principal of and interest on
all Swingline Loans then due); provided, however, that in the event that such
payment received by the Swingline Lender is required to be returned, such Revolving Lender will
return to the Swingline Lender any portion thereof previously distributed to it by the Swingline
Lender.



          (e) Each Revolving Lender’s obligation to make the Loans referred to in Section 3.4(b) and to
purchase participating interests pursuant to Section 3.4(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment,
defense or other right that such Revolving Lender or the Borrower may have against the Swingline
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 6; (iii) any adverse change in the condition (financial or
otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the
Borrower, any other Loan Party or any other Revolving Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.



          3.5 Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent
for the account of each Revolving Lender a commitment fee for the period from and including the
Closing Date to the last day of the Revolving Commitment Period, computed at the Revolving
Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such
Lender during the period for which payment is made, payable quarterly in arrears on the last day of
each March, June, September and December and on the Revolving Credit Termination Date, commencing
on the first of such dates to occur after the date hereof.



          (b) The Borrower agrees to pay to the Administrative Agent for the account of each Delayed
Draw Term Lender a commitment fee for the period from and including the Closing Date to the Delayed
Draw Commitment Termination Date, computed at the applicable Delayed Draw Commitment Fee Rate on
the average daily amount of the available Delayed Draw Term Commitment of such Delayed Draw Term
Lender during the period for which payment is made, payable quarterly in arrears on the last



28









 







day of each March, June, September and December and on the Delayed Draw Commitment Termination
Date, commencing on the first of such dates to occur after the date hereof.



          (c) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the
dates previously agreed to in writing by the Borrower and the Administrative Agent.



          3.6 Termination or Reduction of Commitments. (a) Revolving Commitments. The
Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative
Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the
Revolving Commitments; provided that no such termination or reduction of Revolving Commitments
shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans
and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit
would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to
$1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments
then in effect.



          (b) Delayed Draw Term Commitments. The Borrower shall have the right, upon not less
than three Business Days’ notice to the Administrative Agent, to terminate the Delayed Draw Term
Commitments or, from time to time, to reduce the amount of the Delayed Draw Term Commitments. Any
such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall
reduce permanently the Delayed Draw Term Commitments then in effect.



          3.7 L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing
Lender, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.10(a),
agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower on
any Business Day during the Revolving Commitment Period in such form as may be approved from time
to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue
any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed
the L/C Commitment, (ii) the aggregate amount of the Available Revolving Commitments would be less
than zero or (iii) there are less than 30 days prior to the Revolving Credit Termination Date.
Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a minimum face amount
acceptable to the Issuing Lender and (iii) expire no later than the earlier of (x) the first
anniversary of its date of issuance and (y) the date that is five Business Days prior to the
Revolving Credit Termination Date, provided that any Letter of Credit with a one-year term may
provide for the renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referred to in clause (y) above).



          (b) The Issuing Lender shall not at any time be obligated to issue any Letter of Credit
hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant
to exceed any limits imposed by, any applicable Requirement of Law.



          3.8 Procedure for Issuance of Letter of Credit. The Borrower may from time to time
request that the Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender at its
address for notices (which the Issuing Lender shall provide to the Borrower and the Administrative
Agent) an Application therefor, completed to the reasonable satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the Issuing Lender may
reasonably request. Upon receipt of any Application, the Issuing Lender will notify the
Administrative Agent of the amount, the beneficiary and the requested expiration of the requested
Letter of Credit, and upon receipt of confirmation from the Administrative Agent that after giving
effect to the requested issuance, the Available Revolving Commitments would not be less than zero,
the Issuing Lender will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its customary procedures
and shall promptly issue the Letter of Credit



29









 







requested thereby (but in no event shall the Issuing Lender be required to issue any Letter of
Credit earlier than three Business Days after its receipt of the Application therefor and all such
other certificates, documents and other papers and information relating thereto) by issuing the
original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by
the Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter of
Credit to the Borrower (with a copy to the Administrative Agent) promptly following the issuance
thereof. The Issuing Lender shall promptly furnish to the Administrative Agent, which shall in
turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including
the amount thereof).



          3.9 Fees and Other Charges. (a) The Borrower will pay a fee on all outstanding
Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to
Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving Lenders and
payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of such Letter of
Credit. In addition, the Borrower shall pay to the Issuing Lender for its own account a fronting
fee on the undrawn and unexpired amount of each Letter of Credit as agreed by the Borrower and the
Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date
of such Letter of Credit.



          (b) In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender
for such normal and customary costs and expenses as are incurred or charged by the Issuing Lender
in issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of
Credit.



          3.10 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and
hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit
hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C
Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving
Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of
Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each
L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is
paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the
Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to the
Administrative Agent upon demand of the Issuing Lender an amount equal to such L/C Participant’s
Revolving Percentage of the amount of such draft, or any part thereof, that is not so reimbursed.
The Administrative Agent shall promptly forward such amounts to the Issuing Lender.



          (b) If any amount required to be paid by any L/C Participant to the Administrative Agent for
the account of the Issuing Lender pursuant to Section 3.10(a) in respect of any unreimbursed
portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the
Administrative Agent for the account of the Issuing Lender within three Business Days after the
date such payment is due, such L/C Participant shall pay to the Administrative Agent for the
account of the Issuing Lender on demand an amount equal to the product of (i) such amount,
multiplied by (ii) the daily average Federal Funds Effective Rate during the period from and
including the date such payment is required to the date on which such payment is immediately
available to the Issuing Lender, multiplied by (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is 360. If any such
amount required to be paid by any L/C Participant pursuant to Section 3.10(a) is not made available
to the Administrative Agent for the account of the Issuing Lender by such L/C Participant within
three Business Days after the date such payment is due, the Issuing Lender shall be entitled to
recover from such L/C Participant, on demand, such amount with interest thereon calculated from
such due date at the rate per annum applicable to Base Rate Loans under the Revolving



30









 







Facility. A certificate of the Issuing Lender submitted to any L/C Participant with respect
to any amounts owing under this Section shall be conclusive in the absence of manifest error.



          (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit
and has received from any L/C Participant its pro rata share of such payment in
accordance with Section 3.10(a), the Administrative Agent or the Issuing Lender receives any
payment related to such Letter of Credit (whether directly from the Borrower or otherwise,
including proceeds of collateral applied thereto by the Issuing Lender), or any payment of interest
on account thereof, the Administrative Agent or the Issuing Lender, as the case may be, will
distribute to such L/C Participant its pro rata share thereof; provided,
however, that in the event that any such payment received by Administrative Agent or the
Issuing Lender, as the case may be, shall be required to be returned by the Administrative Agent or
the Issuing Lender, such L/C Participant shall return to the Administrative Agent for the account
of the Issuing Lender the portion thereof previously distributed by the Administrative Agent or the
Issuing Lender, as the case may be, to it.



          3.11 Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse the
Issuing Lender on the Business Day next succeeding the Business Day on which the Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and
paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees,
charges or other costs or expenses incurred by the Issuing Lender in connection with such payment.
Each such payment shall be made to the Issuing Lender at its address for notices referred to herein
in Dollars and in immediately available funds. Interest shall be payable on any such amounts from
the date on which the relevant draft is paid until payment in full at the rate set forth in (i)
until the Business Day next succeeding the date of the relevant notice, Section 4.5(b) and (ii)
thereafter, Section 4.5(c). Each drawing under any Letter of Credit shall (unless an event of the
type described in clause (i) or (ii) of Section 9(f) shall have occurred and be continuing with
respect to the Borrower, in which case the procedures specified in Section 3.10 for funding by L/C
Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a
borrowing pursuant to Section 3.2 of Base Rate Loans (or, at the option of the Administrative Agent
and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 3.4 of Swingline
Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be
the first date on which a borrowing of Revolving Loans (or, if applicable, Swingline Loans) could
be made, pursuant to Section 3.2 or, if applicable, Section 3.4), if the Administrative Agent had
received a notice of such borrowing at the time the Administrative Agent receives notice from the
Issuing Lender of such drawing under such Letter of Credit.



          3.12 Obligations Absolute. The Borrower’s obligations under Section 3.11 shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower may have or have had against the Issuing
Lender, any beneficiary of a Letter of Credit or any other Person, other than the defense of
payment. The Borrower also agrees with the Issuing Lender that the Issuing Lender shall not be
responsible for, and the Borrower’s Reimbursement Obligations under Section 3.11 shall not be
affected by, among other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any
dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other
party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower
against any beneficiary of such Letter of Credit or any such transferee. The Issuing Lender shall
not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery
of any message or advice, however transmitted, in connection with any Letter of Credit, except for
errors or omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of the Issuing
Lender. The Borrower agrees that any action taken or omitted by the Issuing Lender under or in
connection with any Letter of Credit or the related drafts or documents, if done in the absence of
gross



31









 







negligence or willful misconduct and in accordance with the standards of care specified in the
Uniform Commercial Code of the State of New York, shall be binding on the Borrower and shall not
result in any liability of the Issuing Lender to the Borrower.



          3.13 Letter of Credit Payments. If any draft shall be presented for payment under any
Letter of Credit, the Issuing Lender shall promptly notify the Borrower of the date and amount
thereof. The responsibility of the Issuing Lender to the Borrower in connection with any draft
presented for payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that the documents
(including each draft) delivered under such Letter of Credit in connection with such presentment
are substantially in conformity with such Letter of Credit.



          3.14 Applications. To the extent that any provision of any Application related to any
Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall apply.



SECTION 4. GENERAL PROVISIONS APPLICABLE




TO LOANS AND LETTERS OF CREDIT




          4.1 Optional Prepayments. (a) The Borrower may at any time and from time to time
prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice
delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business
Days prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon, New York City
time, one Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify
the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate
Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of
the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to
Section 4.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be
due and payable on the date specified therein, together with (except in the case of Revolving Loans
that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid.
Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of
$1,000,000 or a whole multiple thereof. Any prepayments of the Term Loans pursuant to this Section
4.1 may be applied against remaining scheduled installments (after application of such prepayment
to any accrued but unpaid interest, if any) in an order determined by the Borrower. Partial
prepayments of Swingline Loans shall be in an aggregate principal amount of $500,000 or a whole
multiple thereof.



          (b) Applicable Premium. In connection with, and as a condition to any repricing of
the Term Loans, including pursuant to a refinancing of all or part of the Facilities with Bank Debt
(only to the extent that the “all-in yield” of such Bank Debt is less than the all-in yield for the
Term Loans) or pursuant to any amendment to this Agreement or the other Loan Documents effected for
the purpose of reducing the effective interest rate applicable to the Term Loans (each a
“Repricing”), the Borrower shall pay to the Lenders, in addition to any other amounts then due on
the date of such refinancing or Repricing, the Applicable Premium.



          4.2 Mandatory Prepayments. (a) If any Indebtedness shall be issued or incurred by
any Group Member (other than Excluded Indebtedness) an amount equal to 100% of the Net Cash
Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment
of the Loans; provided, that, solely to the extent that such Indebtedness is Bank Debt
(only to the extent that the



32









 







“all-in yield” of such Bank Debt is less than the all-in yield for the Term Loans), any such
prepayment of Term Loans shall be made together with payment of any Applicable Premium thereon.



          (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale in
excess of $1,000,000 or Recovery Event then, unless a Reinvestment Notice shall be delivered in
respect thereof, such Net Cash Proceeds shall be applied on such date toward the prepayment of the
Loans; provided, that, on each Reinvestment Prepayment Date, an amount equal to the
Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied
toward the prepayment of the Term Loans.



          (c) Amounts to be applied in connection with prepayments made pursuant to this Section 4.2
shall be applied, first, to the prepayment of the Term Loans pro rata in the inverse order
of maturity and, second, to the prepayment of the Revolving Loans and/or Swingline Loans
(but without reduction of the Revolving Commitments). The application of any prepayment pursuant
to this Section 4.2 shall be made, first, to Base Rate Loans and, second, to
Eurodollar Loans. Each prepayment of the Loans under Section 4.2 (except in the case of Revolving
Loans that are Base Rate Loans and Swingline Loans) shall be accompanied by accrued interest to the
date of such prepayment on the amount prepaid.



          4.3 Conversion and Continuation Options. (a) The Borrower may elect from time to
time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent prior
irrevocable notice of such election no later than 12:00 Noon, New York City time, on the Business
Day preceding the proposed conversion date, provided that any such conversion of Eurodollar
Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the
Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York
City time, on the third Business Day preceding the proposed conversion date (which notice shall
specify the length of the initial Interest Period therefor), provided that no Base Rate Loan under
a particular Facility may be converted into a Eurodollar Loan when any Event of Default has
occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect
of such Facility have determined in its or their sole discretion not to permit such conversions.
Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender
thereof.



          (b) Any Eurodollar Loan may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the Borrower giving irrevocable notice to the
Administrative Agent, in accordance with the applicable provisions of the term “Interest Period”
set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans,
provided, that no Eurodollar Loan under a particular Facility may be continued as such when
any Event of Default has occurred and is continuing and the Administrative Agent has or the
Majority Facility Lenders in respect of such Facility have determined in its or their sole
discretion not to permit such continuations, and provided, further, that if the
Borrower shall fail to give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically
converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt
of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.



          4.4 Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in
this Agreement, all borrowings, conversions and continuations of Eurodollar Loans hereunder and all
selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, (a) after giving effect thereto, the aggregate principal amount of the
Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole
multiple of $1,000,000 in excess thereof and (b) no more than ten (10) Eurodollar Tranches shall be
outstanding at any one time.



33









 





          4.5 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest
for each day during each Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such Interest Period plus the Applicable Margin.



          (b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus
the Applicable Margin.



          (c) (i) If all or a portion of the principal amount or any interest payable on any Loan or
Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and
Reimbursement Obligations (whether or not overdue) shall bear interest at a rate per annum equal to
the rate applicable to Term Loans that are Base Rate Loans plus 2%, in each case, from the
date of such non-payment until such amount is paid in full (as well after as before judgment).



          (d) Interest with respect to Loans shall be payable in arrears on each Interest Payment Date,
provided, that interest accruing pursuant to paragraph (c) of this Section shall be payable
from time to time on demand.



          4.6 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto
shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with
respect to Base Rate Loans the rate of interest on which is calculated on the basis of the Prime
Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify
the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in
the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and
the relevant Lenders of the effective date and the amount of each such change in interest rate.



          (b) Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver
to the Borrower a statement showing the quotations used by the Administrative Agent in determining
any interest rate pursuant to Section 4.5(a).



          4.7 Inability to Determine Interest Rate. If prior to the first day of any Interest
Period:




     (a) the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower) that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar
Rate for such Interest Period, or




     (b) the Administrative Agent shall have received notice from the Majority Facility
Lenders in respect of the relevant Facility that the Eurodollar Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining their affected
Loans during such Interest Period,


the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the
relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar
Loans under the


34









 






relevant Facility requested to be made on the first day of such Interest Period shall be made as
Base Rate Loans, (y) any Loans under the relevant Facility that were to have been converted on the
first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z)
any outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of
the then-current Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans under the relevant Facility shall be made or
continued as such, nor shall the Borrower have the right to convert Loans under the relevant
Facility to Eurodollar Loans.




          4.8 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the
Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction
of the Commitments of the Lenders shall be made pro rata according to the respective Tranche B Term
Percentages, Delayed Draw Term Percentages, or Revolving Percentages, as the case may be, of the
relevant Lenders.



          (b) Each payment (including each prepayment) by the Borrower on account of principal of and
interest on the Term Loans shall be made pro rata according to the respective
outstanding principal amounts of the Term Loans then held by the Term Lenders. Amounts prepaid on
account of the Term Loans may not be reborrowed.



          (c) Each payment (including each prepayment) by the Borrower on account of principal of and
interest on the Revolving Loans shall be made pro rata according to the respective
outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.



          (d) All payments (including prepayments) to be made by the Borrower hereunder, whether on
account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and
shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the
Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in
immediately available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than
payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan
becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended
to the next succeeding Business Day unless the result of such extension would be to extend such
payment into another calendar month, in which event such payment shall be made on the immediately
preceding Business Day. In the case of any extension of any payment of principal pursuant to the
immediately preceding two sentences, interest thereon shall be payable at the then applicable rate
during such extension.



          (e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to
a borrowing that such Lender will not make the amount that would constitute its share of such
borrowing available to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative Agent, and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If
such amount is not made available to the Administrative Agent by the required time on the Borrowing
Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a
rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation for the period until such Lender makes such amount immediately available to the
Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this paragraph shall be prima facie evidence of
such amounts. If such Lender’s share of such borrowing is not made available to the Administrative
Agent by such Lender within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest



35









 







thereon at the rate per annum applicable to Base Rate Loans under the relevant Facility, on
demand, from the Borrower.



          (f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior
to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make
such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is
making such payment, and the Administrative Agent may, but shall not be required to, in reliance
upon such assumption, make available to the Lenders their respective pro rata
shares of a corresponding amount. If such payment is not made to the Administrative Agent by the
Borrower within three Business Days after such due date, the Administrative Agent shall be entitled
to recover, on demand, from each Lender to which any amount which was made available pursuant to
the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily
average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the
Administrative Agent or any Lender against the Borrower.



          4.9 Requirements of Law. (a) If the adoption of or any change in any Requirement of
Law or in the interpretation or application thereof or compliance by any Lender with any request or
directive (whether or not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:




     (i) subject to Section 4.10 hereof and without duplication thereof, shall
subject any Lender to any Tax of any kind whatsoever with respect to this Agreement,
any Letter of Credit, any Application or any Eurodollar Loan made by it, or change
the basis of taxation of payments to such Lender in respect thereof (except for
Non-Excluded Taxes and Other Taxes covered by Section 4.10 and any net income Taxes
and franchise Taxes (imposed in lieu of net income Taxes) imposed on any Agent or
any Lender as a result of a present or former connection between such Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such Tax or any
political subdivision or taxing authority thereof or therein (other than any such
connection arising solely from such Agent or such Lender having executed, delivered
or performed its obligations or received a payment under, or enforced, this
Agreement or any other Loan Document);




     (ii) shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, deposits or other
liabilities in or for the account of, advances, loans or other extensions of credit
by, or any other acquisition of funds by, any office of such Lender that is not
otherwise included in the determination of the Eurodollar Rate hereunder; or




     (iii) shall impose on such Lender any other condition;


and the result of any of the foregoing is to increase the cost to such Lender, by an amount that
such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar
Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for such increased cost
or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts
pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the
Administrative Agent) of the event by reason of which it has become so entitled.




36









 








          (b) If any Lender shall have determined that the adoption of or any change in any Requirement
of Law regarding capital adequacy or in the interpretation or application thereof or compliance by
such Lender or any corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental Authority made
subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s
or such corporation’s capital as a consequence of its obligations hereunder or under or in respect
of any Letter of Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration such Lender’s or
such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, after submission by such Lender to the Borrower (with a copy
to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or such corporation for such
reduction.



          (c) A certificate as to any additional amounts payable pursuant to this Section submitted by
any Lender to the Borrower (with a copy to the Administrative Agent) shall be prima
facie evidence of such amounts. Notwithstanding anything to the contrary in this Section,
the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts
incurred more than six months prior to the date that such Lender notifies the Borrower of such
Lender’s intention to claim compensation therefor; provided, that, if the circumstances
giving rise to such claim have a retroactive effect, then such six-month period shall be extended
to include the period of such retroactive effect. The obligations of the Borrower pursuant to this
Section shall survive the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.



          4.10 Taxes. (a) All payments made by the Borrower under this Agreement shall be made
free and clear of, and without deduction or withholding for or on account of, any present or future
Taxes, excluding net income Taxes and franchise Taxes (imposed in lieu of net income Taxes) imposed
on any Agent or any Lender as a result of a present or former connection between such Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such Tax or any political
subdivision or taxing authority thereof or therein (other than any such connection arising solely
from such Agent or such Lender having executed, delivered or performed its obligations or received
a payment under, or enforced, this Agreement or any other Loan Document). If any such non-excluded
Taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded
Taxes”) or Other Taxes are required to be withheld from any amounts payable to any Agent or any
Lender hereunder, the amounts so payable to such Agent or such Lender shall be increased to the
extent necessary to yield to such Agent or such Lender (after payment of all Non-Excluded Taxes and
Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement; provided, however, that the Borrower shall not be
required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes
(i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d)
or (e) of this Section or (ii) that are United States withholding taxes imposed on amounts payable
to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that
such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.



          (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.



          (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as soon as
practicable thereafter the Borrower shall send to the Administrative Agent for its own account or
for the account of the relevant Agent or Lender, as the case may be, a certified copy of an
original official receipt received by the Borrower showing payment thereof. If the Borrower fails
to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails
to remit to the



37









 







Administrative Agent the required receipts or other required documentary evidence, the
Borrower shall indemnify the Agents and the Lenders for any incremental taxes, interest or
penalties that may become payable by any Agent or any Lender as a result of any such failure.



          (d) Each Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30)
of the Code (a “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative
Agent (or, in the case of a Participant, to the Lender from which the related participation shall
have been purchased) the number of copies requested by the recipient of either U.S. Internal
Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption
from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of “portfolio interest”, a statement substantially in the form of Exhibit F and a Form
W-8BEN, or any subsequent versions thereof or successors thereto, properly completed and duly
executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S.
federal withholding tax on all payments by the Borrower under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes
a party to this Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation) and from time to time thereafter upon the
reasonable request of the Borrower. In addition, each Non-U.S. Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it
is no longer in a position to provide any previously delivered certificate to the Borrower (or any
other form of certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to
deliver.



          (e) A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the Borrower, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without withholding or at a
reduced rate; provided, that such Lender is legally entitled to complete, execute and
deliver such documentation and in such Lender’s judgment such completion, execution or submission
would not materially prejudice the legal position of such Lender.



          (f) If any Administrative Agent or any Lender determines, in its sole discretion, that it has
received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by
the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this
Section 4.10, it shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 4.10 with respect to
the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all reasonable
out-of-pocket expenses of such Agent or such Lender and without interest (other than any interest
paid by the relevant Governmental Authority with respect to such refund); provided, that
the Borrower, upon the request of such Agent or such Lender, agrees to repay the amount paid over
to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to such Agent or such Lender in the event such Agent or such Lender is required to repay
such refund to such Governmental Authority. This paragraph shall not be construed to require any
Agent or any Lender to make available its tax returns (or any other information relating to its
taxes which it deems confidential) to the Borrower or any other Person.



          (g) The agreements in this Section shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.



38









 





          4.11 Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender
harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a)
default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar
Loans after the Borrower has given a notice requesting the same in accordance with the provisions
of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from
Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of
this Agreement or (c) the making of a prepayment of Eurodollar Loans on a day that is not the last
day of an Interest Period with respect thereto. Such indemnification may include an amount equal
to the excess, if any, of (i) the amount of interest that would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of such Interest
Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued
to such Lender on such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant
to this Section submitted to the Borrower by any Lender shall be prima facie
evidence of such amounts. This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.



          4.12 Change of Lending Office. Each Lender agrees that, upon the occurrence of any
event giving rise to the operation of Section 4.9 or 4.10(a) with respect to such Lender, it will,
if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another lending office for any Loans affected by such event with the
object of avoiding or mitigating the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause such Lender and its
lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further,
that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the
rights of any Lender pursuant to Section 4.9 or 4.10(a).



          4.13 Replacement of Lenders. The Borrower shall be permitted to replace any Lender
that (a) requests reimbursement for amounts owing pursuant to Section 4.9 or 4.10(a), (b) defaults
in its obligation to make Loans hereunder or (c) to the extent contemplated by Section 11.1, is a
Non-Consenting Lender, with a replacement financial institution; provided that (i) such replacement
does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) prior to any such replacement, such Lender shall
have taken no action under Section 4.12 so as to eliminate the continued need for payment of
amounts owing pursuant to Section 4.9 or 4.10(a), (iv) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date
of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 4.11 if any
Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the
Interest Period relating thereto, (vi) the replacement financial institution, if not already a
Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of Section 11.6
(provided that the Borrower shall be obligated to pay the registration and processing fee referred
to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall
pay all additional amounts (if any) required pursuant to Section 4.9 or 4.10(a), as the case may
be, and (ix) any such replacement shall not be deemed to be a waiver of any rights that the
Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.



          4.14 Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting
from



39









 







each Loan of such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.



          (b) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant
to Section 11.6(b)(iv), and a subaccount therein for each Lender, in which shall be recorded (i)
the amount of each Loan made hereunder and any Note evidencing such Loan, the Type of such Loan and
each Interest Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the
amount of any sum received by the Administrative Agent hereunder from the Borrower and each
Lender’s share thereof.



          (c) The entries made in the Register and the accounts of each Lender maintained pursuant to
Section 4.14(a) shall, to the extent permitted by applicable law, be prima facie
evidence of the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by
such Lender in accordance with the terms of this Agreement.



          (d) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the
Borrower will execute and deliver to such Lender a promissory note of the Borrower evidencing any
Term Loans, Revolving Loans or Swingline Loans, as the case may be, of such Lender, substantially
in the forms of Exhibit G-1, G-2 or G-3, respectively, with appropriate insertions as to date and
principal amount.



          4.15 Illegality. Notwithstanding any other provision herein, if the adoption of or
any change in any Requirement of Law or in the interpretation or application thereof shall, in any
case after the date hereof, make it unlawful for any Lender to make or maintain Eurodollar Loans as
contemplated by this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar
Loans, continue Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be canceled and (b) such Lender’s Loans then outstanding as Eurodollar Loans, if any,
shall be converted automatically to Base Rate Loans on the respective last days of the then current
Interest Periods with respect to such Loans or within such earlier period as required by law. If
any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts,
if any, as may be required pursuant to Section 4.11.



SECTION 5. REPRESENTATIONS AND WARRANTIES




          To induce the Agents and the Lenders to enter into this Agreement and to make the Loans and
issue or participate in the Letters of Credit, each Loan Party hereby jointly and severally
represents and warrants to the Administrative Agent and each Lender that:



          5.1 Financial Condition. (a) The unaudited pro forma consolidated balance sheet of
the Borrower and its consolidated Subsidiaries as at December 31, 2006 (including the notes
thereto) (the “Pro Forma Balance Sheet”), has been prepared giving effect (as if such
events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of
proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The
Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower
as of the date of delivery thereof, and presents fairly in all material respects on a pro forma
basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December
31, 2006, assuming that the events specified in the preceding sentence had actually occurred at
such date.



40









 





          (b) The audited consolidated balance sheets of Borrower and its Subsidiaries as at December
31, 2006, December 31, 2005 and December 31, 2004 and the related consolidated statements of income
and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an
unqualified report from KPMG LLP, present fairly in all material respects the consolidated
financial condition of Borrower and its Subsidiaries as at such date, and the consolidated results
of its operations and its consolidated cash flows for the respective fiscal years then ended. All
such financial statements, including the related schedules and notes thereto, have been prepared in
accordance with GAAP applied consistently throughout the periods involved (except as approved by
the aforementioned firm of accountants and disclosed therein). No Group Member has any material
Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or
unusual forward or long-term commitments, including any interest rate or foreign currency swap or
exchange transaction or other obligation in respect of derivatives, that are not reflected in the
most recent financial statements referred to in this paragraph. During the period from December
31, 2006 to and including the date hereof there has been no Disposition by any Group Member of any
material part of its business or property.



          5.2 No Change. Since December 31, 2006, there has been no development or event that
has had or could reasonably be expected to have a Material Adverse Effect.



          5.3 Corporate Existence; Compliance with Law; Authorizations. Each Group Member (a)
is duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation, and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its
business requires such qualification, except to the extent that the failure to be so qualified
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) is in
compliance with all Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (e)
possesses all Authorizations, franchises, permits, licenses, certificates of compliance, and
approvals and grants of authority necessary in the conduct each of its respective businesses, and
the same are valid, binding, enforceable, and subsisting without any defaults thereunder or
enforceable adverse limitations thereon and are not subject to any proceedings or claims opposing
the issuance, development, or use thereof or contesting the validity thereof except to the extent
that failure to comply with any of the foregoing pursuant to this clause (e) could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.



          5.4 Power; Authorization; Enforceable Obligations. Each Loan Party has the power and
authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a
party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party
has taken all necessary organizational action to authorize the execution, delivery and performance
of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the
extensions of credit on the terms and conditions of this Agreement. No consent or authorization
of, filing with, notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the Refinancing and the extensions of credit hereunder
or with the execution, delivery, performance, validity or enforceability of this Agreement or any
of the Loan Documents, except consents, authorizations, filings and notices described in Schedule
5.4, which consents, authorizations, filings and notices have been obtained or made and are in full
force and effect. Each Loan Document has been duly executed and delivered on behalf of each Loan
Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable
against each such Loan Party in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws



41









 







affecting the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).



          5.5 No Legal Bar. The execution, delivery and performance of this Agreement and the
other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of
the proceeds thereof will not violate any Requirement of Law, any Authorization or any Material
Agreement of any Group Member (other than, prior to the making of the initial extensions of credit
hereunder on the Closing Date, the Existing Senior Note Indenture before giving effect to the
amendments thereto contemplated by the Existing Senior Notes Tender Offer; provided, that
the Loan Parties hereby further represent and warrant that all such amendments will be effective on
and following the Closing Date) and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any Requirement of Law, any
Authorization or any such Material Agreement (other than the Liens created by the Security
Documents). No Requirement of Law, Authorization or Material Agreement applicable to the Borrower
or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.



          5.6 Litigation. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by
or against any Group Member or against any of their respective properties or revenues (a) with
respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or
(b) that could reasonably be expected to have a Material Adverse Effect.



          5.7 No Default; No Material Breach. No Group Member is (i) in default under or with
respect to any of its Authorizations or (ii) in material breach of any Material Agreement in any
respect, that could reasonably be expected to have a Material Adverse Effect. No Default or Event
of Default has occurred and is continuing.



          5.8 Ownership of Property; Liens. Each Group Member has title in fee simple to, or a
valid leasehold interest in, all its real property, and good title to, or a valid leasehold
interest in, all its other property, and none of such property is subject to any Lien except as
permitted by Section 8.3.



          5.9 Intellectual Property. Each Group Member owns, or is licensed to use, all
Intellectual Property necessary for the conduct of its business as currently conducted; no material
claim has been asserted and is pending by any Person challenging or questioning the use of any
Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the
Borrower know of any valid basis for any such claim; and the use of Intellectual Property by each
Group Member does not infringe on the rights of any Person in any material respect.



          5.10 Taxes. Each Group Member has filed or caused to be filed all Federal, state and
other material Tax returns that are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its property and all other
Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority
(other than any the amount or validity of that are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Borrower or its Subsidiaries, as the case may be); no Tax Lien has
been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any
such Tax, fee or other charge.



          5.11 Federal Regulations. No part of the proceeds of any Loans, and no other
extensions of credit hereunder, will be used for “buying” or “carrying” any “margin stock” within
the respective meanings of each of the quoted terms under Regulation U as now and from time to time
hereafter in effect or for any purpose that violates the provisions of the Regulations of the
Board. If



42









 







requested by any Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U.



          5.12 Labor Matters. Except as, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group
Member pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment
made to employees of each Group Member have not been in violation of the Fair Labor Standards Act
or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from
any Group Member on account of employee health and welfare insurance have been paid or accrued as a
liability on the books of the relevant Group Member.



          5.13 ERISA. Neither the Borrower nor any Commonly Controlled Entity, within the last
six years, sponsors, maintains or contributes or is obligated to contribute to (i) any Single
Employer Plan or (ii) other than the Alaska Electrical Pension Trust Fund, any Multiemployer Plan.
Each Single Employer Plan complies in all material respects with the applicable provisions of ERISA
and the Code. During the twelve-consecutive-month period prior to the date this representation is
made or deemed made, no steps have been taken to terminate any Single Employer Plan, and no
contribution failure has occurred with respect to any Single Employer Plan sufficient to give rise
to a Lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred
with respect to any Single Employer Plan which could result in the Borrower or any Commonly
Controlled Entity incurring any material liability, fine or penalty. Neither the Borrower nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan
that has resulted or could reasonably be expected to result in a material liability under ERISA,
and neither the Borrower nor any Commonly Controlled Entity would become subject to any material
liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely preceding the date on
which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization
or Insolvent.



          5.14 Investment Company Act; Other Regulations. No Loan Party is an “investment
company”, or a company “controlled” by an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any
Requirement of Law (other than Regulation X of the Board) that limits its ability to incur
Indebtedness.



          5.15 Subsidiaries. Except as disclosed to the Administrative Agent by the Borrower in
writing from time to time after the Closing Date, (a) Schedule 5.15 sets forth the name and
jurisdiction of incorporation of each Subsidiary of Holdings and, as to each such Subsidiary, the
percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding
subscriptions, options, warrants, calls, rights or other agreements or commitments (other than
stock options granted to employees or directors and directors’ qualifying shares) of any nature
relating to any Capital Stock of the Borrower or any Subsidiary, except as created by the Loan
Documents.



          5.16 Use of Proceeds. The proceeds of the Loans shall be used (i) for general
corporate purposes, (ii) for the Refinancing and the redemption, defeasance or repurchase of the
Existing Senior Subordinated Notes, (iii) for Permitted Acquisitions and (iv) to pay fees and
expenses in connection with the foregoing and the Facilities.



          5.17 Environmental Matters. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect:



43









 






     (a) the facilities and properties owned, leased or operated by any Group Member (the
“Properties”) do not contain, and have not previously contained, any Materials of
Environmental Concern in amounts or concentrations or under circumstances that constitute or
constituted a violation of, or could give rise to liability under, any Environmental Law;




     (b) no Group Member has received or is aware of any notice of violation, alleged
violation, non-compliance, liability or potential liability regarding environmental matters
or compliance with Environmental Laws with regard to any of the Properties or the business
operated by any Group Member (the “Business”), nor does the Borrower have knowledge
or reason to believe that any such notice will be received or is being threatened;




     (c) Materials of Environmental Concern have not been transported or disposed of from
the Properties in violation of, or in a manner or to a location that could give rise to
liability under, any Environmental Law, nor have any Materials of Environmental Concern been
generated, treated, stored or disposed of at, on or under any of the Properties in violation
of, or in a manner that could give rise to liability under, any applicable Environmental
Law;




     (d) no judicial proceeding or governmental or administrative action is pending or, to
the knowledge of the Borrower, threatened, under any Environmental Law to which any Group
Member is or will be named as a party with respect to the Properties or the Business, nor
are there any consent decrees or other decrees, consent orders, administrative orders or
other orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business;




     (e) there has been no release or threat of release of Materials of Environmental
Concern at or from the Properties, or arising from or related to the operations of any Group
Member in connection with the Properties or otherwise in connection with the Business, in
violation of or in amounts or in a manner that could give rise to liability under
Environmental Laws;




     (f) the Properties and all operations at the Properties are in compliance, and have in
the last five years been in compliance, with all applicable Environmental Laws, and there is
no contamination at, under or about the Properties or violation of any Environmental Law
with respect to the Properties or the Business; and




     (g) no Group Member has assumed any liability of any other Person under Environmental
Laws.



          5.18 Accuracy of Information, etc. The Confidential Information Memorandum, together
with all other documents, schedules, certificates or statements furnished by or on behalf of any
Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with
the transactions contemplated by this Agreement or the other Loan Documents, but excluding any
financial projections and forecasts, did not as of the date of this Agreement, taken as a whole,
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements contained herein or therein not misleading. The projections and pro forma financial
information contained in the materials referenced above were based upon good faith estimates and
assumptions believed by management of the Borrower to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to future events is not to
be viewed as fact and that actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a material amount. There is
no fact known to any Loan Party that could reasonably be expected to have a Material Adverse Effect
that has not been expressly disclosed herein, in the other Loan



44









 







Documents, in the Confidential Information Memorandum or in any other documents, certificates
and statements furnished to the Administrative Agent and the Lenders for use in connection with the
transactions contemplated hereby and by the other Loan Documents.



          5.19 Security Documents. Each Security Document is effective to create in favor of
the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable
security interest in the Collateral described therein and proceeds thereof. Each Security Document
constitutes a fully perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as
defined therein), in each case prior and superior in right to any other Person (except, in the case
of Collateral other than Pledged Stock, Liens permitted by Section 8.3).



          5.20 Solvency. Each Loan Party is, and after giving effect to the incurrence of all
Indebtedness and obligations hereunder will be and will continue to be, Solvent.



          5.21 Obligations. The Obligations rank at least pari passu with all senior unsecured
Indebtedness of the Borrower.



          5.22 Real Property. Schedule 5.22 lists, as of the Closing Date, each parcel of owned
real property and each leasehold interest in real property located in the United States and held by
the Borrower or any of its Subsidiaries.



          5.23 FCC and PUC Matters. (a) Set forth on Schedule 5.23 is a complete list, as of
the Closing Date, of all FCC Licenses and the expiration date thereof and each such FCC License is
owned by the Borrower or one of its Subsidiaries.



          (b) Each of the Borrower and its Subsidiaries has all requisite power and authority, all
material FCC Licenses required under the Communications Act, and all material PUC Authorizations to
own and operate its properties and to carry on its businesses as now conducted. Each such FCC
License and each such PUC Authorization (i) was validly issued to it and is in full force and
effect and (ii) is free and clear of any conditions or other restrictions (other than those
routinely imposed in conjunction with FCC licenses of similar type). The FCC Licenses and the PUC
Authorizations constitute in all material respects all of the Authorizations from any
Communications Regulatory Authority necessary for the operation of the Borrower and its
Subsidiaries’ business in the same manner as it is presently conducted.



          (c) Each of the Borrower and its Subsidiaries have taken all material actions and performed
all of their material obligations that are necessary to maintain each FCC License and each PUC
Authorization without adverse modification or impairment and no event has occurred which (i)
results in, or after notice or lapse of time or both could reasonably be expected to result in, any
revocation, suspension, materially adverse modification, non-renewal or termination, material
impairment of value of, or any materially adverse order of forfeiture with respect to, any FCC
License or (ii) materially and adversely affects or in the future could reasonably be expected to
materially adversely affect any of the rights of the Borrower or any Subsidiary thereof with
respect to any FCC License or PUC Authorization.



          (d) None of the Borrower or any of its Subsidiaries (i) is a party to or has knowledge of any
investigation, notice of apparent liability, violation, forfeiture, petition to deny, or other
order or complaint issued by or before any court or regulatory body, including the FCC, or of any
other proceedings (other than proceedings relating to the wireless industries generally) which
could reasonably be expected to materially threaten or adversely affect the validity or continued
effectiveness of its or its Subsidiaries’ FCC Licenses or PUC Authorizations or (ii) has any reason
to believe (other than in




45









 




connection with there being no legal assurance thereof) that any FCC License will not be
renewed in the ordinary course. No Communications Regulatory Authority has threatened to terminate
or suspend any FCC License or PUC Authorization.




          (e) The Borrower and its Subsidiaries have made all material filings which are required to be
filed by it under the Communications Act and are in all material respects in substantial compliance
with the Communications Act relating to the operation of each System.




          (f) The Borrower and its Subsidiaries are not in violation of any FCC build-out requirements
relating to the FCC Licenses. With respect to each FCC License, as applicable, the Borrower and
its Subsidiaries have certified to the FCC that the minimum build-out requirements have been
satisfied where applicable law requires such certification. All of the information and data set
forth in each such certifications is true, complete and correct in all material respects, and each
such build certification has been accepted by the FCC.




          (g) The Borrower and its Subsidiaries have completed all relocation of incumbent
point-to-point microwave licensees required to be completed by the Borrower and its Subsidiaries
under the FCC’s cost-sharing rules, 47 C.F.R. § 24.239 et seq., and have entered into one or more
appropriate relocation agreements in connection therewith. For each and every microwave relocation
agreement in respect of the FCC Licenses to which the Borrower or its Subsidiaries are a party, (i)
the Borrower and its Subsidiaries have fully completed performance, and (ii) the incumbent
microwave licensee has filed with the FCC applications or notifications on Form 601 to relinquish
its rights to the microwave path(s) that are the subject of such agreement. The Borrower and its
Subsidiaries have timely filed any requisite Prior Coordination Notices with the PCIA Microwave
Clearinghouse as to each radio facility they have constructed using the spectrum associated with
the FCC Licenses, and as of the date hereof the Borrower and its Subsidiaries have not received any
notices for cost-sharing obligations related to the use of spectrum associated with the FCC
Licenses which have not already been paid.




          (h) No amounts (including installment payments consisting of principal and/or interest or late
payment fees) are due to the FCC or the United States Department of the Treasury in respect of the
FCC Licenses, except with respect to amounts that are routinely imposed on FCC licenses of similar
type and for which the payment deadline has not yet passed.




          5.24 Permitted Acquisitions. With respect to any Permitted Acquisition (including any
Permitted Asset Swap) (a) each acquiring Person has the power and authority under the laws of its
state of incorporation or organization and under its articles of incorporation and bylaws, or other
organizational documents, as applicable, to enter into and perform the related acquisition
agreement to which it is a party and all other agreements, documents, and actions required
thereunder; and all actions (corporate or otherwise) necessary or appropriate by such acquiring
Person for the execution and performance of such acquisition agreements, and all other documents,
agreements, and actions required thereunder, have been taken, and, upon their execution, such
acquisition agreements will constitute the valid and binding obligation of each acquiring Person
party thereto, enforceable in accordance with their respective terms and (b) the making and
performance of the related acquisition agreements, and all other agreements, documents, and actions
required thereunder, will not violate any provision of any Requirements of Law and will not violate
any provisions of the articles of incorporation, or bylaws, of such acquiring Person, or constitute
a default under any agreement by which it or its property may be bound.




          5.25 Borrower Agreements. Schedule 5.25 sets forth all contracts of Borrower and its
Subsidiaries (including with respect to the Systems) required to be filed with the SEC and which
have not been superseded, expired or terminated as of the Closing Date (the “SEC
Agreements”). As of the






46









 




Closing Date, there are no failures of any Material Agreement to be in full force and effect
which could reasonably be expected have a Material Adverse Effect, and no default or potential
default exists on the part of any Group Member thereunder which could reasonably be expected have a
Material Adverse Effect.




SECTION 6. CONDITIONS PRECEDENT




          6.1 Conditions to Initial Extension of Credit. The agreement of each Lender to make
the initial extension of credit requested to be made by it is subject to the satisfaction, prior to
or concurrently with the making of such extension of credit on the Closing Date, of the following
conditions precedent:





     (a) Credit Agreement; Guarantee and Collateral Agreement. The Administrative
Agent shall have received (i) this Agreement, or, if applicable, an Addendum, executed and
delivered by each Agent, the Borrower and each Person that is a Lender as of the Closing
Date, (ii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower
and any Guarantor and (iii) an Acknowledgment and Consent in the form attached to the
Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined
therein), if any, that is not a Loan Party.




     (b) Pro Forma Balance Sheet; Financial Statements. The Lenders shall have
received the financial statements described in Section 5.1, and such financial statements
shall not, in the reasonable judgment of the Lenders, reflect any material adverse change in
the consolidated financial condition of the Borrower, as reflected in the financial
statements or projections contained in the Confidential Information Memorandum (such receipt
and judgment to be evidenced by such Lender’s execution of this Agreement).




     (c) Approvals. All governmental, FCC, PUC and third party approvals (including
landlords’ and other consents) and other Authorizations necessary in connection with the
transactions contemplated hereby shall have been obtained and be in full force and effect,
and all applicable waiting periods shall have expired without any action being taken or
threatened by any competent authority that would restrain, prevent or otherwise impose
adverse conditions on the financing contemplated hereby.




     (d) Lien Searches. The Administrative Agent shall have received the results of
a recent lien search in each of the jurisdictions where assets of the Loan Parties are
located, and such search shall reveal no liens on any of the assets of the Loan Parties
except for liens permitted by Section 8.3 or discharged on or prior to the Closing Date
pursuant to documentation reasonably satisfactory to the Administrative Agent.




     (e) Fees. The Lenders and the Agents shall have received all fees required to
be paid, and all expenses for which invoices have been presented (including the reasonable
fees and expenses of legal counsel), on or before the Closing Date. All such amounts will
be paid with proceeds of Loans made on the Closing Date and will be reflected in the funding
instructions given by the Borrower to the Administrative Agent on or before the Closing
Date.




     (f) Closing Certificate. The Administrative Agent shall have received (i) a
certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit
H, with appropriate insertions and attachments including the certificate of incorporation of
each Loan Party that is a corporation certified by the relevant authority of the
jurisdiction of organization of





47









 






such Loan Party, and (ii) a long form good standing certificate for each Loan Party
from its jurisdiction of organization.




     (g) Legal Opinions. The Administrative Agent shall have received the following
executed legal opinions:




     (i) the legal opinion of Mayer, Brown, Rowe & Maw LLP, special New York counsel
to the Borrower and its Subsidiaries, substantially in the form of Exhibit I-1;




     (ii) the legal opinion of Wilkinson Barker & Knauer LLP, FCC counsel of the
Borrower and its Subsidiaries, substantially in the form of Exhibit I-2; and




     (iii) the legal opinion of McAfee & Taft, special Oklahoma counsel to the
Borrower and its Subsidiaries, substantially in the form if Exhibit I-3.




Each such legal opinion shall cover such other matters incident to the transactions
contemplated by this Agreement as the Administrative Agent may reasonably require.




     (h) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall
have received (i) the certificates representing the shares of Capital Stock pledged pursuant
to the (i) Guarantee and Collateral Agreement, in each case, together with an undated stock
power for each such certificate executed in blank by a duly authorized officer of the
pledgor thereof and (iii) each promissory note (if any) pledged to the Administrative Agent
pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or
accompanied by an executed transfer form in blank) by the pledgor thereof.




     (i) Filings, Registrations and Recordings. Each document (including any
Uniform Commercial Code financing statement) required by the Security Documents or under law
or reasonably requested by the Administrative Agent to be filed, registered or recorded in
order to create in favor of the Administrative Agent, for the benefit of the Secured
Parties, a perfected Lien on the Collateral described therein, prior and superior in right
to any other Person (other than with respect to Liens expressly permitted by Section 8.3),
shall be in proper form for filing, registration or recordation.




     (j) Solvency Certificate. The Administrative Agent shall have received a
solvency certificate from the chief financial officer of the Borrower.




     (k) Insurance. The Administrative Agent shall have received insurance
certificates satisfying the requirements of Section 5.3(b) of the Guarantee and Collateral
Agreement.




     (l) Refinancing. (i) Pursuant to the Existing Senior Notes Tender Offer, the
holders of at least 70% of the outstanding Existing Senior Notes shall have tendered such
Existing Senior Notes for purchase by the Borrower, the requisite consents solicited
thereunder to effect the amendments to the Existing Senior Note Indenture contemplated
thereby shall have been obtained and the Refinancing shall have been consummated pursuant to
documentation reasonably satisfactory to the Administrative Agent and (ii) the
Administrative Agent shall have received a payoff letter duly executed and delivered by the
Borrower and the Existing Agent or other evidence of such termination in each case in form
and substance satisfactory to the Administrative Agent.





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     (m) Related Agreements. The Administrative Agent shall have received (in form
and substance reasonably satisfactory to the Administrative Agent), true and correct copies,
certified as to authenticity by the Borrower, of each Material Agreement.




     (n) Representations and Warranties. The representations and warranties of the
Loan Parties set forth in the Loan Documents shall be true and correct on and as of the
Closing Date (other than representations and warranties which related solely as of a
specific earlier date).




     (o) No Default. No event or circumstance shall have occurred and be continuing
which would be a Default or Event of Default on the Closing Date after giving effect to the
extensions of credit requested to be made on the Closing Date.



          6.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any
extension of credit requested to be made by it on any date (including its initial extension of
credit, any Revolving Loan, any Swingline Loan, any issuance of any Letters of Credit, any Tranche
B Term Loan, any Delayed Draw Term Loan or any Facilities Increase, as applicable) is subject to
the satisfaction of the following applicable conditions precedent:





     (a) Representations and Warranties. The representations and warranties of the
Loan Parties set forth in the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such date (other than
representations and warranties which related solely as of a specific earlier date).




     (b) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the extensions of credit requested to be
made on such date.




     (c) Litigation. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority shall be pending or, to the knowledge of the Borrower,
threatened by or against any Group Member or against any of their respective properties or
revenues (i) with respect to any of the Loan Documents or any of the transactions
contemplated hereby or thereby, or (ii) that could reasonably be expected to have a Material
Adverse Effect.




     (d) No Material Adverse Change. Since the Closing Date, there shall have been
no development or event that has had, or could reasonably be expected to have, a Material
Adverse Effect.




Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder
shall constitute a representation and warranty by the Borrower as of the date of such
extension of credit that the conditions contained in this Section 6.2 have been satisfied.



SECTION 7. AFFIRMATIVE COVENANTS




          Each Loan Party hereby jointly and severally agrees that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender
or Agent hereunder, each Loan Party shall and, to the extent applicable, shall cause its
Subsidiaries to:





49









 





          7.1 Financial Statements. Furnish to the Administrative Agent:





     (a) as soon as available, but in any event within 90 days after the end of each fiscal
year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such year and the related audited
consolidated statements of income and of cash flows for such year, setting forth in each
case in comparative form the figures for the previous year, reported on without a “going
concern” or like qualification or exception, or qualification arising out of the scope of
the audit, by KPMG LLP or other independent certified public accountants of nationally
recognized standing; and




     (b) as soon as available, but in any event not later than 45 days after the end of each
of the first three quarterly periods of each fiscal year of the Borrower, the unaudited
consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end
of such quarter and the related unaudited consolidated statements of income and of cash
flows for such quarter and the portion of the fiscal year through the end of such quarter,
setting forth in each case in comparative form the figures for the previous year, certified
by a Responsible Officer as being fairly stated in all material respects (subject to normal
year-end audit adjustments).



          All such financial statements shall be complete and correct in all material respects and shall
be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the
periods reflected therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein).




          7.2 Certificates; Other Information. Furnish to the Administrative Agent (or, in the
case of clause (g), to the relevant Lender):





     (a) concurrently with the delivery of the financial statements referred to in Section
7.1(a), a certificate of the independent certified public accountants reporting on such
financial statements stating that in making the examination necessary therefor no knowledge
was obtained of any Default or Event of Default, except as specified in such certificate;




     (b) concurrently with the delivery of any financial statements pursuant to Section 7.1,
(i) a certificate of a Responsible Officer stating that, to the best of each such
Responsible Officer’s knowledge, each Loan Party during such period has observed or
performed all of its covenants and other agreements, and satisfied every condition,
contained in this Agreement and the other Loan Documents to which it is a party to be
observed, performed or satisfied by it, and that such Responsible Officer has obtained no
knowledge of any Default or Event of Default except as specified in such certificate and
(ii) in the case of quarterly or annual financial statements, a Compliance Certificate
containing all information and calculations necessary for determining compliance by each
Group Member with the provisions of this Agreement referred to therein as of the last day of
the fiscal quarter or fiscal year of the Borrower, as the case may be, and, if applicable,
for determining the Applicable Margins;




     (c) as soon as available, and in any event no later than March 31 of each fiscal year
of the Borrower, a detailed consolidated budget for the current fiscal year (including a
projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
the following fiscal year, the related consolidated statements of projected cash flows,
projected changes in financial position and projected income and a description of the
underlying assumptions applicable thereto), and, as soon as available, significant
revisions, if any, of such budget and projections with respect to such fiscal year
(collectively, the “Projections”), which Projections




50









 






shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are
based on reasonable and good faith estimates, information and assumptions;




     (d) if the Borrower is not then a reporting company under the Securities Exchange Act
of 1934, as amended, within 45 days after the end of each fiscal quarter of the Borrower (or
90 days, in the case of the last fiscal quarter of any fiscal year), a narrative discussion
and analysis of the financial condition and results of operations of the Borrower and its
Subsidiaries for such fiscal quarter and for the period from the beginning of the then
current fiscal year to the end of such fiscal quarter, as compared to the portion of the
Projections covering such periods and to the comparable periods of the previous year;




     (e) no later than ten (10) Business Days prior to the effectiveness thereof, copies of
substantially final drafts of any proposed amendment, supplement, waiver or other
modification with respect to or under any Borrower Indenture;




     (f) within five days after the same are sent, copies of all financial statements and
reports that the Borrower sends to the holders of any class of its debt securities
(including any Borrower Indenture) or public equity securities and, within five days after
the same are filed, copies of all financial statements and reports that the Borrower may
make to, or file with, the SEC; and




     (g) promptly, such additional financial and other information as any Lender may from
time to time reasonably request.



          Documents required to be delivered pursuant to 7.1(a) or (b) or Section 7.2(f) to the extent
any such documents are included in materials filed with the SEC may be delivered by the Borrower
electronically and, if so delivered, shall be deemed to have been delivered on the date on which
the Borrower delivers an email notification containing a link to such SEC filings thereto to the
Administrative Agent.




          7.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity
or before they become delinquent, as the case may be, all its material obligations (including any
taxes) of whatever nature, except where the amount or validity thereof is currently being contested
in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto
have been provided on the books of the relevant Group Member.




          7.4 Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full
force and effect its organizational existence and (ii) take all reasonable action to maintain all
rights, privileges and franchises necessary or desirable in the normal conduct of its business,
except, in each case, as otherwise permitted by Section 8.4 and except, in the case of clause (ii)
above, to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (b) comply with all material obligations under Authorizations issued by the
FCC, any applicable PUC and other Requirements of Law.




          7.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary
in its business in good working order and condition, ordinary wear and tear excepted (b) maintain
with financially sound and reputable insurance companies insurance on all its property in at least
such amounts and against at least such risks (but including in any event public liability, product
liability and business interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business and (c) do all things necessary to obtain,
renew, extend, and continue in effect all Authorizations issued by the FCC or any applicable PUC
which may at any time and from time to time be




51









 




necessary for the Borrower and its Subsidiaries to
operate their businesses in compliance with applicable Requirements of Law.




          7.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of
records and account in which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation to its business and
activities and (b) permit representatives of any Lender to visit and inspect any of its properties
and examine and make abstracts from any of its books and records at any reasonable time and as
often as may reasonably be desired and to discuss the business, operations, properties and
financial and other condition of the Group Members with officers and employees of the Group Members
and with their independent certified public accountants.




          7.7 Notices. Promptly give notice to the Administrative Agent of:





     (a) the occurrence of any Default or Event of Default;




     (b) any (i) breach, termination, default or event of default under any Material
Agreement or (ii) litigation, investigation or proceeding that may exist at any time between
any Group Member and any Governmental Authority, that in either case, if not cured or if
adversely determined, as the case may be, could reasonably be expected to have a Material
Adverse Effect;




     (c) any litigation or proceeding affecting any Group Member (i) in which the amount
involved is $5,000,000 or more and not covered by insurance, (ii) in which injunctive or
similar relief is sought and which, if granted, could reasonably be expected to result in a
Material Adverse Effect or (iii) which relates to any Loan Document;




     (d) the following events, as soon as possible and in any event within 30 days after any
Group Member knows or has reason to know thereof: (i) the occurrence of any Reportable
Event with respect to any Single Employer Plan, the institution of any steps by the Borrower
or any other Person to terminate any Single Employer Plan, or the failure to make a required
contribution to a Single Employer Plan if such failure is sufficient to give rise to a Lien
under section 302(f) of ERISA or (ii) the taking of any action by the Borrower or any
Commonly Controlled Entity with respect to withdrawal from a Multiemployer Plan under
section 4201 of ERISA, or the institution of proceedings or the taking of any action by the
PBGC or any Multiemployer Plan with respect to the termination, Reorganization or Insolvency
of any such Multiemployer Plan;




     (e) any development or event that has had or could reasonably be expected to have a
Material Adverse Effect; and




     (f) promptly and in any event within ten days of receipt thereof, copies of all notices
and communications received from the FCC, any PUC or any other Governmental Authority which
(i) relates to any forfeiture, non-renewal, cancellation, revocation, suspension, impairment
or termination of, or any other adverse development with respect to, any FCC License or (to
the extent that it is material to the business of the Borrower or any of its Subsidiaries)
any other Authorization or (ii) has had or could reasonably be expected to have a Material
Adverse Effect.


Each notice pursuant to this Section 7.7 shall be accompanied by a statement of a Responsible
Officer setting forth details of the occurrence referred to therein and stating what action the
Borrower or the relevant Subsidiary proposes to take with respect thereto.




52









 





          7.8 Environmental Laws. (a) Comply in all material respects with, and ensure
compliance in all material respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply in all material respects with and maintain, and ensure
that all tenants and subtenants obtain and comply in all material respects with and maintain, any and
all licenses, approvals, notifications, registrations or permits required by applicable
Environmental Laws, except, in each case, to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect.




          (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under Environmental Laws and promptly comply in all material
respects with all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws, except to the extent the failure to do so could not reasonably be expected to
have a Material Adverse Effect.




          7.9 Interest Rate Protection. Maintain, within 90 days after the Closing Date, Hedge
Agreements to the extent necessary to provide that at least 30% of the aggregate principal amount
of all Consolidated Total Debt of the Borrower is subject to either a fixed interest rate or
interest rate protection for a period of not less than three years, which Hedge Agreements shall
have terms and conditions reasonably satisfactory to the Administrative Agent.




          7.10 Additional Collateral, etc. (a) With respect to any property acquired after the
Closing Date by any Group Member (other than (x) any property described in paragraph (b), (c) or
(d) below, (y) any property subject to a Lien expressly permitted by Section 8.3(g) and (z)
property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the
benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to
the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other
documents as the Administrative Agent deems necessary or advisable to grant to the Administrative
Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take
all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the
Secured Parties, a perfected first priority security interest in such property, including the
filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by
the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative
Agent.




          (b) With respect to any fee interest in any real property having a value (together with
improvements thereof) of at least $3,000,000 acquired after the Closing Date by any Group Member
(other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(g) and
(y) real property acquired by any Excluded Foreign Subsidiary) (the “Mortgaged
Properties”), promptly:





     (i) execute and deliver a first priority Mortgage, in favor of the
Administrative Agent, for the benefit of the Secured Parties, covering such real
property;




     (ii) If requested by the Administrative Agent, the Administrative Agent shall
have received, and the title insurance company issuing the policy referred to in
clause (iii) below (the “Title Insurance Company”) shall have received,
maps or plats of an as-built survey of the sites of the Mortgaged Properties
certified to the Administrative Agent and the Title Insurance Company in a manner
reasonably satisfactory to them, dated a date reasonably satisfactory to the
Administrative Agent and the Title Insurance Company by an independent professional
licensed land surveyor reasonably satisfactory to the Administrative Agent and the
Title Insurance Company, which maps or plats and the surveys on which they are based
shall be made in accordance with the Minimum Standard Detail Requirements for Land
Title Surveys jointly established and adopted by





53









 






the American Land Title Association
and the American Congress on Surveying and Mapping in 1992, and, without limiting
the generality of the foregoing, there shall be surveyed and shown on such maps,
plats or surveys the following: (A) the locations on
such sites of all the buildings, structures and other improvements and the
established building setback lines; (B) the lines of streets abutting the sites and
width thereof; (C) all access and other easements appurtenant to the sites; (D) all
roadways, paths, driveways, easements, encroachments and overhanging projections and
similar encumbrances affecting the site, whether recorded, apparent from a physical
inspection of the sites or otherwise known to the surveyor; (E) any encroachments on
any adjoining property by the building structures and improvements on the sites; (F)
if the site is described as being on a filed map, a legend relating the survey to
said map; and (G) the flood zone designations, if any, in which the Mortgaged
Properties are located;




     (iii) If requested by the Administrative Agent, the Administrative Agent shall
have received in respect of each Mortgaged Property a mortgagee’s title insurance
policy (or policies) or marked up unconditional binder for such insurance. Each
such policy shall (A) be in an amount reasonably satisfactory to the Administrative
Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby
creates a valid first Lien on such Mortgaged Property free and clear of all defects
and encumbrances, except as disclosed therein; (D) name the Administrative Agent for
the benefit of the Secured Parties as the insured thereunder; (E) be in the form of
ALTA Loan Policy — 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies);
(F) contain such endorsements and affirmative coverage as the Administrative Agent
may reasonably request and (G) be issued by title companies reasonably satisfactory
to the Administrative Agent (including any such title companies acting as
co-insurers or reinsurers, at the option of the Administrative Agent). The
Administrative Agent shall have received evidence satisfactory to it that all
premiums in respect of each such policy, all charges for mortgage recording tax, and
all related expenses, if any, have been paid;




     (iv) If requested by the Administrative Agent, the Administrative Agent shall
have received (A) a policy of flood insurance that (1) covers any parcel of improved
real property that is encumbered by any Mortgage, (2) is written in an amount not
less than the outstanding principal amount of the indebtedness secured by such
Mortgage that is reasonably allocable to such real property or the maximum limit of
coverage made available with respect to the particular type of property under the
National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending
not later than the maturity of the Indebtedness secured by such Mortgage and (B)
confirmation that the Borrower has received the notice required pursuant to Section
208(e)(3) of Regulation H of the Board;




     (v) The Administrative Agent shall have received a copy of all recorded
documents referred to, or listed as exceptions to title in, the title policy or
policies referred to in clause (iii) above and a copy of all other material
documents affecting the Mortgaged Properties;




     (vi) The Administrative Agent shall have received any consents or estoppels
reasonably deemed necessary or advisable by the Administrative Agent in connection
with such Mortgage, each of the foregoing in form and substance reasonably
satisfactory to the Administrative Agent; and





54









 






     (vii) If requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions shall
be in form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.



          (c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or
acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c),
shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly
(i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral
Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative
Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the
Capital Stock of such new Subsidiary that is owned by any Group Member, (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member,
(iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement,
(B) to take such actions necessary or advisable to grant to the Administrative Agent for the
benefit of the Secured Parties a perfected first priority security interest in the Collateral
described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including
the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required
by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative
Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary,
substantially in the form of Exhibit H, with appropriate insertions and attachments, and (iv) if
requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating
to the matters described above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent.




          (d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing
Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary),
promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and
Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the
Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security
interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member
(provided that in no event shall more than 65% of the total outstanding Capital Stock (carrying
Voting Power) of any such new Subsidiary be required to be so pledged), (ii) deliver to the
Administrative Agent the certificates representing such Capital Stock, together with undated stock
powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member,
as the case may be, and take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein,
and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in form and substance,
and from counsel, reasonably satisfactory to the Administrative Agent.




          7.11 Further Assurances. From time to time execute and deliver, or cause to be
executed and delivered, such additional instruments, certificates or documents, and take all such
actions, as the Administrative Agent may reasonably request for the purposes of implementing or
effectuating the provisions of this Agreement and the other Loan Documents, or of more fully
perfecting or renewing the rights of the Administrative Agent and the Secured Parties with respect
to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or
with respect to any other property or assets hereafter acquired by the borrower or any Subsidiary
which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by
the Administrative Agent or any Secured Party of any power, right, privilege or remedy pursuant to
this Agreement or the other Loan Documents which requires any consent, approval, recording
qualification or authorization of any Governmental Authority, the Borrower will execute and
deliver, or will cause the execution and delivery of, all





55









 




applications, certifications, instruments
and other documents and papers that the Administrative Agent or such Lenders may be required to
obtain from the Borrower or any of its Subsidiaries for such governmental consent, approval,
recording, qualification or authorization.




SECTION 8. NEGATIVE COVENANTS




          Each Loan Party hereby jointly and severally agrees that, so long as the Commitments remain in
effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender
or Agent hereunder, each Loan Party shall not directly or indirectly, and shall not permit any of
its Subsidiaries to:




          8.1 Consolidated Secured Leverage Ratio. Permit, at any time when any Revolving
Extension of Credit remains outstanding, the Consolidated Secured Leverage Ratio at such time to
exceed (i) on or prior to June 30, 2007, 5.85 to 1.00 for the twelve-month period ending on the
last day of the most recent fiscal quarter of the Borrower; (ii) after June 30, 2007, but on or
prior to March 31, 2008, 5.75 to 1.00 for the twelve-month period ending on the last day of the
most recent fiscal quarter of the Borrower; (iii) after March 31, 2008, but on or prior to December
31, 2008, 5.50 to 1.00 for the twelve-month period ending on the last day of the most recent fiscal
quarter of the Borrower; and (iv) after December 31, 2008, 5.25 to 1.00 for the twelve-month period
ending on the last day of the most recent fiscal quarter of the Borrower.




          8.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer
to exist any Indebtedness, except:





     (a) Indebtedness of any Loan Party pursuant to any Loan Document (including pursuant to
any Facilities Increase); provided, that immediately after giving effect to any
incurrence of principal of such Indebtedness or any other extensions of credit made pursuant
to any Loan Document, the Consolidated Secured Leverage Ratio at such time shall not exceed
(i) on or prior to June 30, 2008, 5.50 to 1.00 for the twelve-month period ending on the
last day of the most recent fiscal quarter of the Borrower, and (ii) after June 30, 2008,
5.00 to 1.00 for the twelve-month period ending on the last day of the most recent fiscal
quarter of the Borrower.




     (b) unsecured Indebtedness arising from intercompany loans of any Subsidiary Guarantor
to the Borrower or of the Borrower to any Subsidiary Guarantor;




     (c) Guarantee Obligations incurred in the ordinary course of business by the Borrower
or any of its Subsidiaries of obligations of the Borrower or any Subsidiary Guarantor;




     (d) Indebtedness outstanding on the date hereof and listed on Schedule 8.2(d);




     (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by
Liens to finance the acquisition, construction or restoration of fixed or capital assets of
the Borrower or its Subsidiaries in an aggregate principal amount not to exceed $50,000,000
at any one time outstanding;




     (f) (i) Indebtedness of the Borrower in respect of the Existing Senior Subordinated
Notes in an aggregate principal amount not to exceed $18,100,000 and (ii) Guarantee
Obligations of the Subsidiary Guarantors in respect of such Indebtedness; provided,
that such Guarantee Obligations are subordinated to the same extent as the obligations of
the Borrower in respect of the Existing Senior Subordinated Notes;



56









 






     (g) (i) Indebtedness of the Borrower in respect of the Existing Senior Notes and (ii)
Guarantee Obligations of the Subsidiary Guarantors in respect of such Indebtedness;




     (h) Hedge Agreements permitted under Section 8.12;




     (i) additional unsecured Indebtedness of the Borrower or any of its Subsidiaries;
provided, that (i) no Default or Event of Default is continuing or would result from
the incurrence thereof, (ii) the Consolidated Leverage Ratio shall not exceed 6.50 to 1.00
(immediately after giving effect to the incurrence thereof) and (iii) such Indebtedness has
a maturity no less than 180 days after the Term Loan Maturity Date (any such Indebtedness
permitted by this subsection (i) “Permitted Unsecured Debt”);




     (j) Indebtedness constituting a Permitted Refinancing of other Indebtedness permitted
hereby;




     (k) performance bonds, surety bonds and appeal bonds required in the ordinary course of
business or in connection with judgments that do not result in a Default or Event of
Default;




     (l) Indebtedness arising from customary agreements providing for indemnification,
adjustment of purchase price or similar obligations, in each case incurred or assumed in
connection with the dispositions permitted by Section 8.5 or purchase of assets in the
ordinary course of business;




     (m) Indebtedness in respect of workers’ compensation claims, self-insurance obligations
and bankers’ acceptances, performance and surety bonds related thereto and in the ordinary
course of business;




     (n) Indebtedness arising under letters of credit issued on behalf of Group Members in
an aggregate face amount not to exceed $1,000,000; and




     (o) other Indebtedness in an aggregate principal amount outstanding not to exceed
$10,000,000 at any time.



          8.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its
property, whether now owned or hereafter acquired, except for:





     (a) Liens for taxes not yet due or that are being contested in good faith by
appropriate proceedings; provided, that adequate reserves with respect thereto are
maintained on the books of the Borrower or its Subsidiaries, as the case may be, in
conformity with GAAP;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business that are not overdue for a period of more
than 30 days or that are being contested in good faith by appropriate proceedings;




     (c) pledges or deposits in connection with workers’ compensation, unemployment
insurance and other social security legislation;




     (d) deposits to secure the performance of bids, trade contracts (other than for
borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of business;





57









 






     (e) easements, rights-of-way, restrictions and other similar encumbrances incurred in
the ordinary course of business that, in the aggregate, are not substantial in amount and
that do not in any case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Borrower or any of its
Subsidiaries;




     (f) Liens in existence on the date hereof listed on Schedule 8.3(f), securing
Indebtedness permitted by Section 8.2(d) and renewals and extensions thereof in connection
with a refinancing of the Indebtedness secured thereby; provided, that no such Lien
is extended to cover any additional property after the Closing Date and that the amount of
Indebtedness secured thereby is not increased;




     (g) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred
pursuant to Section 8.2(e) to finance the acquisition of fixed or capital assets and
renewals and extensions thereof in connection with a refinancing thereof; provided,
that (i) such Liens shall be created within 120 days after the acquisition of such fixed or
capital assets, (ii) such Liens do not at any time encumber any property other than the
property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby
is not increased pursuant to any such refinancing;




     (h) Liens created pursuant to the Security Documents;




     (i) any interest or title of a lessor under any lease entered into by the Borrower or
any other Subsidiary in the ordinary course of its business and covering only the assets so
leased;




     (j) Liens on property of a Person existing at the time such Person is merged with or
into or consolidated with the Borrower or any Subsidiary in connection with a Permitted
Acquisition or Permitted Asset Swap; provided, that (i) such Liens were in existence
prior to the contemplation of such merger or consolidation (and not incurred in
contemplation thereof), (ii) do not extend to any assets other than those of the Person
merged into or consolidated with the Borrower or the applicable Subsidiary and (iii) any
Indebtedness secured by such Liens is permitted by Section 8.2;




     (k) Liens on property (including Capital Stock) existing at the time of acquisition of
the property by the Borrower or any Subsidiary in a transaction not prohibited by this
Agreement; provided, that (i) such Liens were in existence prior to such acquisition
(and not incurred in contemplation thereof) and (ii) any Indebtedness secured by such Liens
is permitted by Section 8.2;




     (l) Liens and rights of setoff of banks and securities intermediaries in respect of
deposit accounts and securities accounts maintained in the ordinary course of business;




     (m) Liens arising under leases and subleases of real property (to the extent such
agreements do not constitute a Material Agreement) in the ordinary course of business;




     (n) consignments of inventory in the ordinary course of business;




     (o) assignments of past due receivables solely for the purpose of collection;




     (p) Liens not otherwise permitted by this Section so long as neither (i) the aggregate
outstanding principal amount of the obligations secured thereby nor (ii) the aggregate Fair
Market




58









 






Value (determined as of the date such Lien is incurred) of the assets subject thereto
exceeds (as to the Borrower and all Subsidiaries) $5,000,000 at any one time;




     (q) judgment Liens so long as the related judgment does not constitute an Event of
Default; and




     (r) Liens arising in connection with the cash collateralization of letters of credit to
the extent permitted by Section 8.2(n).



          8.4 Fundamental Changes. Enter into any merger, consolidation, joint venture or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution),
or Dispose of, all or substantially all of its property or business, except that:





     (a) any Subsidiary of the Borrower may be merged or consolidated with or into the
Borrower (provided, that the Borrower shall be the continuing or surviving
corporation) or with or into any Subsidiary Guarantor (provided, that (i) a
Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) or
simultaneously with such transaction, the continuing or surviving corporation shall become a
Subsidiary Guarantor and the provisions of Section 7.10 shall be satisfied in connection
therewith);




     (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or any Subsidiary Guarantor;




     (c) any Subsidiary of the Borrower may merge with another Person (other than Holdings)
to effect a transaction permitted under Section 8.8(e); and




     (d) transactions permitted under Section 8.5 shall be permitted.



          8.5 Disposition of Property. Dispose of any of its property, whether now owned or
hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such
Subsidiary’s Capital Stock to any Person, except:





     (a) the Disposition of obsolete or worn out property in the ordinary course of
business;




     (b) the sale of inventory in the ordinary course of business;




     (c) Dispositions permitted by Section 8.4(b);




     (d) the sale or issuance of (i) any Subsidiary’s Capital Stock to the Borrower or any
Subsidiary Guarantor, (ii) the Borrower’s Capital Stock to Holdings or (iii) the Capital
Stock of Holdings to the Parent;




     (e) Dispositions of assets which are Permitted Asset Swaps to the extent permitted by
Section 8.8(e);




     (f) Dispositions of assets which are Permitted Asset Sales; and




     (g) Dispositions of Cash Equivalents to the extent not prohibited by any Loan Document.




59









 





          8.6 Restricted Payments. No Group Member shall, directly or indirectly, declare,
order, pay, make or set apart any sum for any Restricted Payment, except:





     (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary
Guarantor including dividends and distributions declared and paid on the Capital Stock of
the Borrower or any of its Subsidiaries;




     (b) (i) the Borrower may pay dividends or other payments to Holdings to permit Holdings
to pay any taxes that are due and payable by Holdings and the Borrower as part of a
consolidated group and (ii) Holdings may pay dividends in common stock on the Capital Stock
of Holdings to the Parent;




     (c) the Borrower may make payments (“Permitted Payments”) not exceeding an
amount equal to the sum of (i) $50,000,000 plus (ii) 100% of Consolidated EBITDA of
the Borrower since July 1, 2006 (less an amount equal to Consolidated Interest Expense of
the Borrower since July 1, 2006 multiplied by 1.4) plus (iii) 100%
of the cash equity contributions for sales of Capital Stock; provided, that (A) no
Default or Event of Default is continuing or would result therefrom, (B) the Consolidated
Leverage Ratio does not exceed 6.50 to 1.00 (before (solely with respect to any such
Permitted Payment that does not constitute a payment with respect to Indebtedness) and after
giving effect to such Permitted Payment) and (C) such payment is otherwise permitted by the
Borrower Indentures and any Subordinated Debt Agreements;




     (d) any Restricted Payment made in connection with a Permitted Refinancing;




     (e) any Restricted Payment made in connection with the repurchase, redemption or
defeasance of outstanding amounts of the Existing Senior Notes or the Existing Senior
Subordinated Notes as of the Closing Date after giving effect to the Refinancing; and




     (f) any Restricted Payment made in connection with the repurchase, redemption or
defeasance of outstanding amounts of unsecured Indebtedness permitted by Section 8.2 (i) or
(j) and incurred for the purpose of refinancing the Existing Senior Notes, in an aggregate
amount not to exceed $150,000,000; provided, that (i) no Default or Event of Default
is continuing or would result therefrom and (ii) immediately before and after making any
such Restricted Payment pursuant to this clause (f), (x) the Consolidated Secured Leverage
Ratio shall not exceed 5.50 to 1.00 and (y) the Consolidated Leverage Ratio shall not exceed
6.50 to 1.00.



          8.7 [Intentionally Omitted]




          8.8 Investments. Make any advance, loan, extension of credit (by way of guaranty or
otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or
other debt securities of, or any assets constituting a business unit of, or make any other
investment in, any Person (all of the foregoing, “Investments”), except:





     (a) extensions of trade credit in the ordinary course of business;




     (b) Investments in Cash Equivalents (including in securities accounts and deposit
accounts of any Loan Party);




     (c) Guarantee Obligations to the extent permitted by Section 8.2;




60









 






     (d) loans and advances to employees of any Group Member of the Borrower in the ordinary
course of business (including for travel, entertainment and relocation expenses) in an
aggregate amount for all Group Members not to exceed $1,000,000 at any one time outstanding;




     (e) Permitted Acquisitions and Permitted Asset Swaps;




     (f) Investments in assets useful in the business of the Borrower and its Subsidiaries
made by the Borrower or any of its Subsidiaries with the proceeds of any Reinvestment
Deferred Amount;




     (g) Investments in securities of account debtors of a Group Member received pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such
account debtors or in connection with the workout of any obligations of such account
debtors;




     (h) Hedge Agreements permitted by Section 8.12;




     (i) intercompany Investments by any Group Member in the Borrower or any other Loan
Party;




     (j) non-cash consideration received, to the extent permitted by the Loan Documents, in
connection with the sale of property permitted by this Agreement;




     (k) Investments made with Permitted Payments; and




     (l) intercompany loans to the extent permitted by Section 8.2(b).



          8.9 Optional Payments and Modifications of Certain Debt Instruments. (a) Except
pursuant to (i) Permitted Refinancings to the extent permitted by Section 8.2(j), (ii) Permitted
Payments to the extent permitted by Section 8.6(c) or (iii) Restricted Payments to the extent
permitted by Sections 8.6(e) and (f), make or offer to make any optional or voluntary payment,
prepayment (including mandatory prepayment), repurchase or redemption of or otherwise optionally or
voluntarily defease or segregate funds with respect to any Indebtedness of any Group Member (other
than Indebtedness permitted by Section 8.2(a), (b), (e) and (h) (to the extent such prepayment,
repurchase or repurchase is in connection with a Permitted Refinancing), (b) amend, modify, waive
or otherwise change, or consent or agree to any amendment, modification, waiver or other change to,
any of the terms of any Borrower Indenture or any Subordinated Debt (other than (x) amendments to
the Existing Senior Note Indenture contemplated by the Existing Senior Notes Tender Offer and (y)
any such amendment, modification, waiver or other change that would extend the maturity or reduce
the amount of any payment of principal thereof or reduce the rate or extend any date for payment of
interest thereon; provided, that (in the case of this clause (y)), any consent fee paid in
connection therewith is on customary market terms) or (c) amend, modify, waive or otherwise change,
or consent or agree to any amendment, modification, waiver or other change to, any of the terms of
Capital Stock of any Group Member that is preferred stock (other than any such amendment,
modification, waiver or other change that would extend the scheduled redemption date or reduce the
amount of any scheduled redemption payment or reduce the rate or extend any date for payment of
dividends thereon; provided, that, any consent fee paid in connection therewith is on
customary market terms).




          8.10 Transactions with Affiliates. Enter into any transaction, including any
purchase, sale, lease or exchange of property, the rendering of any service or the payment of any
management, advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary
Guarantor) unless






61









 




such transaction is (a) otherwise permitted under this Agreement, (b) in the
ordinary course of business of the relevant Group Member and (c) upon fair and reasonable terms no
less favorable to the relevant Group Member, than it would obtain in a comparable arm’s length
transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, the Borrower
and its Subsidiaries may pay to the Parent fees and expenses pursuant to the Management Agreement,
the Equipment Lease and Switch Sharing Agreements and the Tax Allocation Agreement.




          8.11 [Intentionally Omitted]




          8.12 Hedge Agreements. Enter into any Hedge Agreement, except Hedge Agreements
entered into to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure
(other than those in respect of Capital Stock).




          8.13 Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on a
day other than December 31 or change the Borrower’s method of determining fiscal quarters.




          8.14 Negative Pledge Clauses. Enter into or suffer to exist or become effective any
agreement that prohibits, limits or imposes any condition upon the ability of any Group Member to
create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now
owned or hereafter acquired, to secure its obligations under the Loan Documents or any refinancing
thereof other than (a) this Agreement and the other Loan Documents, (b) provisions existing at the
date hereof contained in the Existing Indentures and in any refinancing of the foregoing or in any
other Borrower Indentures (to the extent permitted by this Agreement) after the Closing Date which
do not contain more restrictive provisions than those applicable to the Existing Indentures prior
to the Closing Date and (c) any agreements governing any purchase money Liens or Capital Lease
Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be
effective against the assets financed thereby).




          8.15 Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the
Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held
by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make
loans or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower
or (c) transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except
for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing
under the Loan Documents and (ii) any restrictions with respect to a Subsidiary imposed pursuant to
an agreement that has been entered into in connection with the Disposition of all or substantially
all of the Capital Stock or assets of such Subsidiary, (iii) the Existing Indentures and any
Permitted Refinancing thereof or any other Borrower Indenture containing terms no more restrictive
than those in the Existing Indentures prior to the Closing Date, (iv) customary non-assignment
provisions of any contracts and licenses and restrictions in leases restricting subletting, (v)
customary net worth provisions contained in leases and other agreements entered into by the
Borrower or a Subsidiary in the ordinary course of business, (vi) customary non-assignment
provisions in contracts and licenses entered into in the ordinary course of business, (vii)
purchase money obligations and Capital Lease Obligations that impose restrictions on the property
purchased or leased, (viii) provisions limiting the disposition or distribution of assets or
property in asset sale agreements and other similar agreements entered into in the ordinary course
of business, which limitation is applicable only to the assets that are the subject of such
agreements and (ix) restrictions on cash or other deposits imposed by customers under contracts
entered into in the ordinary course of business.





62









 





          8.16 Lines of Business. (a) Enter into any business, either directly or through any
Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on
the date of this Agreement or that are reasonably related thereto.




          (b) Holdings shall not engage in any business, operations or activity, hold any property, or
incur any obligations or Indebtedness, other than (i) holding Capital Stock of the Borrower, (ii)
issuing, selling and redeeming its own Capital Stock, (iii) liabilities incident to its ownership
of the Borrower, (iv) holding directors’ and shareholders’ meetings, preparing corporate and
similar records and
other activities required to maintain its separate corporate or other legal structure, (v)
preparing reports to, and preparing and making notices to and filings with, Governmental
Authorities and to its holders of Capital Stock and (vi) receiving, and holding proceeds of,
Restricted Payments from the Borrower and its Subsidiaries and distributing the proceeds thereof to
the extent permitted in Section 8.6.




          8.17 Amendments to Material Agreements. Amend, supplement, terminate or otherwise
modify (pursuant to a waiver or otherwise) the terms and conditions of any Material Agreement in a
manner that could reasonably be expected to have a Material Adverse Effect or, in the case of the
Management Agreement, in a manner that materially increases the obligations of the Borrower or any
other Group Member thereunder; provided, however, that the Borrower may amend, supplement
or otherwise modify the Roaming Agreement, notwithstanding the foregoing restriction;
provided that a copy of a resolution approved by the board of directors of the Borrower and
certified by the secretary of the Borrower, that such amendment, supplement or modification is in
the best economic interests of the Borrower under the circumstances, has been provided to the
Administrative Agent.




          8.18 Use of Proceeds. Use any proceeds from the Loans made hereunder, directly or
indirectly, for the purposes of purchasing or carrying any “margin securities” within the meaning
of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve Board or for
the purpose of arranging for the extension of credit secured, directly or indirectly, in whole or
in part by collateral that includes any “margin securities.”




SECTION 9. EVENTS OF DEFAULT




          If any of the following events shall occur and be continuing:





     (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement
Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay
any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder
or under any other Loan Document, within five days after any such interest or other amount
becomes due in accordance with the terms hereof; or




     (b) any representation or warranty made or deemed made by any Loan Party herein or in
any other Loan Document or that is contained in any certificate, document or financial or
other statement furnished by it at any time under or in connection with this Agreement or
any such other Loan Document shall prove to have been inaccurate in any material respect on
or as of the date made or deemed made; or




     (c) any Loan Party shall default in the observance or performance of any agreement
contained in clause (i) of Section 7.4(a) (with respect to the Borrower only), Section
7.7(a) or Section 8 of this Agreement or Sections 5.5 and 5.7(b) of the Guarantee and
Collateral Agreement; provided that the exercise of remedies with respect to each
Facility as a result of the occurrence of an Event of Default with respect to Section 8.1
shall be subject to the provisions set forth below and provided, further,
that any Event of Default with respect to Section 8.1 may be





63









 






waived from time to time with the written consent of the Required Revolving Lenders pursuant to Section 11.1; or




     (d) any Loan Party shall default in the observance or performance of any other
agreement contained in this Agreement or any other Loan Document (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall continue unremedied for
a period of 30 days after notice to the Borrower from the Administrative Agent or any
Lender; or




     (e) any Group Member (i) defaults in making any payment of any principal of any
Indebtedness (including any Guarantee Obligation, but excluding the Loans) on the scheduled
or original due date with respect thereto; or (ii) defaults in making any payment of any
interest on any such Indebtedness beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created; (iii) defaults in the
observance or performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement (including any Borrower Indenture
or Subordinated Debt Agreement) evidencing, securing or relating thereto, or any other event
shall occur or condition exist, the effect of which default or other event or condition is
to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent
on behalf of such holder or beneficiary) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity or to become subject to a
mandatory offer to purchase by the obligor thereunder prior to its stated maturity or (in
the case of any such Indebtedness constituting a Guarantee Obligation) to become payable or
(iv) any such Indebtedness shall become or be declared to be due and payable, or be required
to be prepaid or repurchased (other than by a regularly scheduled required prepayment),
prior to the stated maturity thereof; provided, that a default, event or condition
described in clause (i), (ii), (iii) or (iv) of this paragraph (e) shall not at any time
constitute an Event of Default unless, at such time, one or more defaults, events or
conditions of the type described in clauses (i), (ii), (iii) or (iv) of this paragraph (e)
shall have occurred and be continuing with respect to the Existing Senior Notes or any other
Indebtedness the outstanding principal amount of which exceeds in the aggregate $20,000,000;
or




     (f) (i) any Group Member shall commence any case, proceeding or other action (A) under
any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or any Group Member shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against any Group Member any
case, proceeding or other action of a nature referred to in clause (i) above that (A)
results in the entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall
be commenced against any Group Member any case, proceeding or other action seeking issuance
of a warrant of attachment, execution, distraint or similar process against all or any
substantial part of its assets that results in the entry of an order for any such relief
that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60
days from the entry thereof; or (iv) any Group Member shall take any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth
in clause (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall
be unable to, or shall admit in writing its inability to, pay its debts as they become due;
or




64









 






     (g) (i) any “accumulated funding deficiency” (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Single Employer Plan or any Lien in
favor of the PBGC or a Single Employer Plan shall arise on the assets of any Group Member or
any Commonly Controlled Entity, (ii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer or to terminate, any Single Employer Plan, which Reportable Event or commencement
of proceedings or appointment of a trustee is, in the reasonable opinion of the Required
Lenders, likely to result in the termination of such Single Employer Plan for purposes of
Title IV of ERISA, (iii) any Single Employer Plan shall terminate for purposes of Title IV
of ERISA, (iv) any Group Member
or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required
Lenders is likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan or (v) any other event or condition
shall occur or exist with respect to a Plan; and in each case in clauses (i) through (v)
above, such event or condition, together with all other such events or conditions, if any,
could reasonably be expected to have a Material Adverse Effect; or




     (h) one or more judgments or decrees shall be entered against any Group Member
involving in the aggregate a liability (not paid or fully covered by insurance as to which
the relevant insurance company has acknowledged coverage) of $20,000,000 or more, and all
such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending
appeal within 30 days from the entry thereof; or




     (i) any of the Security Documents shall cease, for any reason, to be in full force and
effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien
created by any of the Security Documents shall cease to be enforceable and of the same
effect and priority purported to be created thereby; or




     (j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement
shall cease, for any reason, to be in full force and effect or any Loan Party or any
Affiliate of any Loan Party shall so assert; or




     (k) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a
Permitted Holder, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting
Power of the Parent on a fully diluted basis; (ii) the individuals who on the Closing Date
constituted the Board of Directors of the Parent, together with any new directors whose
election by the Board of Directors of the Parent or whose nomination for election by the
Parent’s stockholders was approved by a vote of at least a majority of such Board of
Directors then in office who either were members of such Board of Directors on the Closing
Date or whose election or nomination for election was previously so approved, cease for any
reason to constitute a majority of the members of such Board of Directors then in such
office; or




     (l) (i) Parent shall fail to own 100% of the Capital Stock of Holdings or (ii) Holdings
shall fail to own 100% of the Capital Stock of the Borrower free and clear of all Liens
(except Liens created by the Guarantee and Collateral Agreement); or




     (m) any Specified Change of Control shall occur; or




     (n) any Authorization necessary for the ownership or operations of the Borrower or any
Subsidiary of the Borrower (including any FCC License) shall expire, and on or prior to such





65









 






expiration, the same shall not have been renewed or replaced by another Authorization
authorizing substantially the same operations by such Person; (ii) any Authorization
necessary for the ownership or operations of the Borrower or any Subsidiary of the Borrower
shall be canceled, revoked, terminated, rescinded, annulled, suspended, or modified in a
materially adverse respect, or shall no longer be in full force and effect, or the grant or
the effectiveness thereof shall have been stayed, vacated, reversed, or set aside, (iii) the
Borrower or any Subsidiary of the Borrower is required by any Governmental Authority to halt
construction or operations under any Authorization and such action shall continue
uncorrected for 30 days after the applicable entity has received notice thereof; or (iv) any
Governmental Authority shall make any other adverse
determination which, in each case has, or could reasonably be expected to have, a
Material Adverse Effect;


then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or
(ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, (subject as provided below) either or both of the following actions may
be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare
the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable; provided, however, that (notwithstanding the
foregoing) if an Event of Default shall have occurred and be continuing with respect to Section 8.1
then the foregoing actions may be taken (x) with respect to the Revolving Facility by the
Administrative Agent or at the request of the Required Revolving Lenders and (y) with respect to
the Tranche B Term Facility and the Delayed Draw Term Facility only if (I) such Event of Default
shall be continuing for a period of at least 30 days, or (II) the Revolving Loans shall have been
declared due and payable and/or the Revolving Commitments shall have been terminated pursuant to
clause (x) above. With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the
Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent
an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the Administrative Agent to the
payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such
Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay
other obligations of the Borrower hereunder and under the other Loan Documents and any Specified
Hedge Agreements. After all such Letters of Credit shall have expired or been fully drawn upon,
all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower
hereunder and under the other Loan Documents and any Specified Hedge Agreements shall have been
paid in full, the balance, if any, in such cash collateral account shall be returned to the
Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided
above in this Section, presentment, demand, protest and all other notices of any kind are hereby
expressly waived by the Borrower.






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SECTION 10. THE AGENTS




          10.1 Appointment. Each Lender (and, if applicable, each other Secured Party) hereby
irrevocably designates and appoints each Agent as the agent of such Lender (and, if applicable,
each other Secured Party) under this Agreement and the other Loan Documents, and each such Lender
(and, if applicable, each other Secured Party) irrevocably authorizes such Agent, in such capacity,
to take such action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly delegated to such
Agent by the terms of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, no Agent shall have any duties or responsibilities, except those expressly set
forth herein, or any fiduciary relationship with
any Lender or other Secured Party, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent.




          10.2 Delegation of Duties. Each Agent may execute any of its duties under this
Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. No Agent shall be
responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.




          10.3 Exculpatory Provisions. Neither any Agent nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from its or
such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders or any other Secured Party for any recitals, statements, representations or
warranties made by any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or any Specified Hedge Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agents under or in connection with,
this Agreement or any other Loan Document or any Specified Hedge Agreement or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Loan Document or any Specified Hedge Agreement or for any failure of any Loan Party a party thereto
to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation
to any Lender to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan Document or any
Specified Hedge Agreement, or to inspect the properties, books or records of any Loan Party.




          10.4 Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully
protected in relying, upon any instrument, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by such Agent. The Administrative
Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. Each Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any
and all liability and expense that may be incurred by it by reason of taking or continuing to take
any such action. The Agents shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or,




67









 




if so specified by this Agreement, all Lenders), and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans and all other Secured Parties.




          10.5 Notice of Default. No Agent shall be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless such Agent has received notice from
a Lender, the Borrower referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default”. In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders or any other instructing group of
Lenders specified by this Agreement); provided that unless and until the Administrative Agent
shall have received such directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Secured Parties.




          10.6 Non-Reliance on Agents and Other Lenders. Each Lender (and, if applicable, each
other Secured Party) expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by any Agent hereafter taken, including any
review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to
constitute any representation or warranty by any Agent to any Lender or any other Secured Party.
Each Lender (and, if applicable, each other Secured Party) represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender or any other Secured Party,
and based on such documents and information as it has deemed appropriate, made its own appraisal of
and investigation into the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates and made its own decision to make its
Loans hereunder and enter into this Agreement or any Specified Hedge Agreement. Each Lender (and,
if applicable, each other Secured Party) also represents that it will, independently and without
reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and the other Loan
Documents or any Specified Hedge Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder,
the Administrative Agent shall not have any duty or responsibility to provide any Lender or any
other Secured Party with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or
any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates.




          10.7 Indemnification. The Lenders agree to indemnify each Agent in its capacity as
such (to the extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect
on the date on which indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated and the Loans shall have been paid
in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or asserted against
such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the
other Loan Documents, any Specified Hedge Agreement or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby






68









 




or thereby or any action taken or omitted
by such Agent under or in connection with any of the foregoing; provided that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s
gross negligence or willful misconduct. The agreements in this Section shall survive the payment
of the Loans and all other amounts payable hereunder.




          10.8 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans
to, accept deposits from and generally engage in any kind of business with any Loan Party as though
such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to
any Letter of Credit issued or participated in by it, each Agent shall have the same rights and
powers under this
Agreement and the other Loan Documents as any Lender and may exercise the same as though it
were not an Agent, and the terms “Lender”, “Lenders”, “Secured Party” and “Secured Parties” shall
include each Agent in its individual capacity.




          10.9 Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 30 days’ notice to the Lenders and the Borrower. If the Administrative
Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then
the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 9(a) or Section 9(f) with respect
to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower
(which approval shall not be unreasonably withheld or delayed), whereupon such successor agent
shall succeed to the rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no
successor agent has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent’s notice of resignation, the retiring Administrative
Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall assume and
perform all of the duties of the Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above. After any retiring
Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 10 shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.




          10.10 Agents Generally. Except as expressly set forth herein, no Agent shall have any
duties or responsibilities hereunder in its capacity as such.




          10.11 The Bookrunners and Arrangers. The Bookrunners and Joint Lead Arrangers, in
their capacity as such, shall have no duties or responsibilities, and shall incur no liability,
under this Agreement and other Loan Documents.




SECTION 11. MISCELLANEOUS




          11.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any
terms hereof or thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section 11.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,






69









 






     (a) enter into written amendments, supplements or modifications hereto and to the other
Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan
Documents or changing in any manner the rights of the Lenders or of the Loan Parties
hereunder or thereunder or




     (b) waive, on such terms and conditions as the Required Lenders or the Administrative
Agent, as the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall:




     (i) forgive the principal amount or extend the final scheduled date of maturity
of any Loan, extend the scheduled date or reduce the amount of any amortization
payment in respect of any Term Loan, reduce the stated rate of any interest or fee
payable hereunder (except (x) in connection with the waiver of applicability of any
post-default increase in interest rates, which waiver shall be effective with the
consent of the Majority Facility Lenders of each adversely affected Facility, and
(y) that any amendment or modification of defined terms used in the financial
covenants in this Agreement shall not constitute a reduction in the rate of interest
or fees for purposes of this clause (i)) or extend the scheduled date of any payment
thereof, increase the amount or extend the expiration date of any Lender’s
Commitment or reduce, or limit the application of, the Applicable Premium, in each
case without the written consent of each Lender directly affected thereby;




     (ii) eliminate or reduce the voting rights of any Lender under this Section
11.1 without the written consent of such Lender;




     (iii) reduce any percentage specified in the definition of Required Lenders,
consent to the assignment or transfer by the Borrower of any of its rights and
obligations under this Agreement and the other Loan Documents, release all or
substantially all of the Collateral or release all or substantially all of the
Guarantors from their obligations under the Guarantee and Collateral Agreement
(other than in connection with a Permitted Asset Sale or a Permitted Asset Swap), in
each case without the written consent of all Lenders;




     (iv) amend, modify or waive any condition precedent to any extension of credit
set forth in Section 6.2 (including in connection with any waiver of an existing
Default or Event of Default) without the written consent of the applicable Majority
Facility Lenders with respect to the applicable Facility;




     (v) amend, modify or waive any provision of Section 4.8 without the written
consent of the Majority Facility Lenders in respect of each Facility adversely
affected thereby;




     (vi) reduce the amount of Net Cash Proceeds required to be applied to prepay
Loans under this Agreement without the written consent of the Majority Facility
Lenders with respect to each Facility;




     (vii) reduce the percentage specified in the definition of Majority Facility
Lenders with respect to any Facility without the written consent of all Lenders
under such Facility;





70









 






     (viii) amend, modify or waive any provision of Section 10 without the written
consent of each Agent adversely affected thereby;




     (ix) amend, modify or waive any provision of Section 3.3 or 3.4 without the
written consent of the Swingline Lender;




     (x) amend, modify or waive any provision of Sections 3.7 to 3.14 without the
written consent of each Issuing Lender hereunder; or




     (xi) amend, modify or waive (A) any Loan Document so as to alter the ratable
treatment of the Borrower Hedge Agreement Obligations and the Borrower Credit
Agreement Obligations or (B) the definition of “Qualified Counterparty”,
“Specified Hedge Agreement”, “Secured Parties”, “Obligations”, “Borrower
Obligations” or “Borrower Hedge Agreement Obligations”, in each case, in a manner
adverse to any Qualified Counterparty with Obligations then outstanding without the
written consent of any such Qualified Counterparty (or, in the case of a Specified
Hedge Agreement arranged by a Lender or an Affiliate of a Lender, such Lender or
Affiliate of a Lender). Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding upon
the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In
the case of any waiver, the Loan Parties, the Lenders and the Agents shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be cured
and not continuing; but no such waiver shall extend to any subsequent or other
Default or Event of Default, or impair any right consequent thereon.



          Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with
the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add
one or more additional credit facilities to this Agreement (including in connection with a
Facilities Increase) and to permit the extensions of credit from time to time outstanding
thereunder and the accrued interest and fees in respect thereof (collectively, the “Additional
Extensions of Credit”) to share ratably in the benefits of this Agreement and the other Loan
Documents with the Term Loans and Revolving Extensions of Credit and the accrued interest and fees
in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in
any determination of the Required Lenders and Majority Facility Lenders.




          In addition, notwithstanding the foregoing, this Agreement may be amended with the written
consent of the Administrative Agent, the Borrower and the Lenders providing the relevant
Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Tranche B
Term Loans or all outstanding Delayed Draw Term Loans (“Refinanced Term Loans”) with a
replacement “B” or “Delayed Draw” term loan tranche hereunder (“Replacement Term Loans”),
provided, that (a) the aggregate principal amount of such Replacement Term Loans shall not
exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for
such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term
Loans, (c) the weighted average life to maturity of such Replacement Term Loans shall not be
shorter than the weighted average life to maturity of such Refinanced Term Loans at the time of
such refinancing and (d) all other terms applicable to such Replacement Term Loans shall be
substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans
than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for
covenants and other terms applicable to any period after the latest final maturity of the Term
Loans in effect immediately prior to such refinancing.






71









 





          In addition, notwithstanding the foregoing, Section 8.1 and related definitions may be
amended, waived or otherwise modified with the written consent of the Required Revolving Lenders,
the Administrative Agent and the Borrower.




          If, in connection with any proposed amendment, modification, waiver or termination requiring
the consent of all Lenders (including all Lenders under a single Facility), the consent of the
Required Lenders (or Majority Facility Lenders, as the case may be) is obtained, but the consent of
other Lenders whose consent is required is not obtained (any such Lender whose consent is not
obtained being referred to as a “Non-Consenting Lender”), then, so long as the
Administrative Agent is not a Non-Consenting Lender, the Administrative Agent or a Person
reasonably acceptable to the Administrative Agent shall have the right to purchase from such
Non-Consenting Lenders, and such Non-Consenting
Lenders agree that they shall, upon the Administrative Agent’s request, sell and assign to the
Administrative Agent or such Person, all of the Term Loans and Revolving Commitments of such
Non-Consenting Lenders for an amount equal to the principal balance of all such Term Loans and any
outstanding Revolving Loans held by such Non-Consenting Lenders and all accrued interest and fees
with respect thereto through the date of sale (together with any Applicable Premium), such purchase
and sale to be consummated pursuant to an executed Assignment and Assumption. In addition to the
foregoing, the Borrower may replace any Non-Consenting Lender pursuant to Section 4.13.




          11.2 Notices. All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered, or three Business
Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the Agents, and as set forth in an
administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or
to such other address as may be hereafter notified by the respective parties hereto:




	 	 	 	 	 
	 

	 	The Borrower:
	 	American Cellular Corporation

14201 Wireless Way

Oklahoma City, OK 73134

Attention: General Counsel

Telecopy: (405) 529-8376

Telephone: (405) 529-8500
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Mayer, Brown, Rowe & Maw LLP

71 South Wacker Drive

Chicago, IL 60606

Attention: John Lawlor, Esq.

Telecopy: (405) 235-0439

Telephone: (405) 235-9621

	 
	 	 	 	 
	 

	 	The Administrative Agent:
	 	Lehman Commercial Paper Inc.

c/o Lehman Brothers

Loan Portfolio Group

745 Seventh Avenue, 5th Floor

New York, NY 10019

Attention: Frank Turner

Telecopy: (646) 834-4997

Telephone: (212) 526-1463

Email: lpgloans@lehman.com







72









 





	 	 	 	 	 
	 

	 	with a copy to:
	 	Weil, Gotshal & Manges LLP
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, NY 10153
	 

	 	 	 	Attention: Morgan Bale
	 

	 	 	 	Telecopy: (212) 310-8007
	 

	 	 	 	Telephone: (212) 310-8000





provided, that any notice, request or demand to or upon any Agent, the Issuing Lender or
the Lenders shall not be effective until received.




          Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided, that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Borrower may, in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided,
that approval of such procedures may be limited to particular notices or communications.




          11.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder
or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.




          11.4 Survival of Representations and Warranties. All representations and warranties
made hereunder, in the other Loan Documents and in any document, certificate or statement delivered
pursuant hereto or in connection herewith shall survive the execution and delivery of this
Agreement and the making of the Loans and other extensions of credit hereunder.




          11.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse each
Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection
with the development, preparation and execution of, and any amendment, supplement or modification
to, this Agreement and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the transactions contemplated
hereby and thereby, including the reasonable fees and disbursements of counsel to such Agent and
filing and recording fees and expenses, with statements with respect to the foregoing to be
submitted to the Borrower prior to the Closing Date (in the case of amounts to be paid on the
Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as
such Agent shall deem appropriate, (b) to pay or reimburse each Lender and Agent for all its
reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the other Loan Documents and any such other
documents, including the fees and disbursements of counsel (including the allocated fees and
expenses of in-house counsel) to each Lender and of counsel to such Agent, (c) subject to Section
4.10 hereof and without duplication thereof, to pay, indemnify, and hold each Lender and Agent
harmless from, any and all recording and filing fees and any and all liabilities with respect to,
or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable
or determined to be payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender and Agent






73









 




and their respective officers, directors, employees, affiliates, agents and controlling persons
(each, an “Indemnitee”) harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement, the other Loan Documents (regardless
of whether any Loan Party is or is not a party to any such actions or suits) and any such other
documents, including any of the foregoing relating to the use of proceeds of the Loans or the
violation of, noncompliance with or liability under, any Environmental Law applicable to the
operations of any Group Member or any of the Properties and the reasonable fees and expenses of
legal counsel in connection with claims, actions or proceedings by any Indemnitee against any Loan
Party under any Loan Document (all the foregoing in this clause (d), collectively, the
“Indemnified  Liabilities”); provided, that the Borrower shall have no obligation hereunder
to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified
Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of such Indemnitee. Without limiting
the foregoing, and to the extent permitted by applicable law, the Borrower agrees not to assert and
to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to
waive, all rights for contribution or any other rights of recovery with respect to all claims,
demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind
or nature, under or related to Environmental Laws, that any of them might have by statute or
otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not
later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to
this Section 11.5 shall be submitted to the Borrower as provided in Section 11.2, or to such other
Person or address as may be hereafter designated by the Borrower in a written notice to the
Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the Loans and
all other amounts payable hereunder.




          11.6 Successors and Assigns; Participations and Assignments. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any affiliate of the Issuing Lender
that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null
and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees (each, an “Assignee”) all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitments and the Loans at
the time owing to it) with the prior written consent (such consent not to be unreasonably withheld)
of:





     (A) the Borrower, provided, that no consent of the Borrower
shall be required for an (x) assignment to a Lender, an affiliate of a
Lender, an Approved Fund (as defined below) or, if an Event of Default has
occurred and is continuing, any other Person, (y) any assignment by the
Administrative Agent (or its affiliates) or (z) any assignment of funded
Term Loans;




     (B) the Administrative Agent, provided that no consent of the
Administrative Agent shall be required for (x) an assignment to an Assignee
that is a Lender immediately prior to giving effect to such assignment,
except in the case of an assignment of a Revolving Commitment to an Assignee
that does not already have a Revolving Commitment,(y) any assignment by the
Administrative Agent (or its affiliates) or (z) any assignment of Term
Loans; and





74










 






     (C) in the case of any assignment of a Revolving Commitment, each
Issuing Lender hereunder and the Swingline Lender.




(ii) Assignments shall be subject to the following additional conditions:




     (A) except in the case of an assignment to a Lender, an affiliate of a
Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitments or Loans under any Facility, the
amount of the Commitments or Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent)
shall not be less than $5,000,000 (or, in the case of the Tranche B Term
Facility or the Delayed Draw Term Facility, $1,000,000) unless each of the
Borrower and the Administrative Agent otherwise consent; provided,
that (1) no such consent of the Borrower shall be required if an Event of
Default has occurred and is continuing and (2) such amounts shall be
aggregated in respect of each Lender and its affiliates or Approved Funds,
if any;




     (B) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500;




     (C) the Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an administrative questionnaire; and




     (D) in the case of an assignment to a related CLO (as defined below),
the assigning Lender shall retain the sole right to approve any amendment,
modification or waiver of any provision of this Agreement and the other Loan
Documents, provided that the Assignment and Assumption between such Lender
and such CLO may provide that such Lender will not, without the consent of
such CLO, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso
to the second sentence of Section 11.1 and (2) directly affects such CLO.



          For the purposes of this Section 11.6, the terms “Approved Fund” and “CLO”
have the following meanings:



          “Approved Fund” means (a) a CLO and (b) with respect to any Lender that is a fund
which invests in bank loans and similar extensions of credit, any other fund that invests in bank
loans and similar extensions of credit and is managed by the same investment advisor as such Lender
or by an affiliate of such investment advisor.



          “CLO” means any entity (whether a corporation, partnership, trust or otherwise) that
is engaged in making, purchasing, holding or otherwise investing in bank loans and similar
extensions of credit in the ordinary course of its business and is administered or managed by a
Lender or an affiliate of such Lender.




     (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv)
below, from and after the effective date specified in each Assignment and Assumption
the Assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under



75









 






this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 4.9, 4.10, 4.11 and 11.5; provided,
however, in the case of Section 4.10, a Lender shall only be entitled to
such benefits with respect to payments made prior to such Assignment and
Assumption). Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section 11.6 shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.




     (iv) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount of the Loans
and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”). The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent, the Issuing Lender and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, the
Issuing Lender and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.




     (v) Upon its receipt of a duly completed Assignment and Assumption executed by
an assigning Lender and an Assignee, the Assignee’s completed administrative
questionnaire (unless the Assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and any
written consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as provided
in this paragraph.



          (c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell
participations to one or more banks or other entities (a “Participant”) in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of its
Commitments and the Loans owing to it); provided, that (A) such Lender’s obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (C) the Borrower, the Administrative
Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this Agreement. Any
agreement pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided, that such agreement may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the
proviso to the second sentence of Section 11.1 and (2) directly affects such Participant. Subject
to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 4.9, 4.10 and 4.11 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 11.7(b) as



76









 




though it were a Lender, provided such Participant shall be subject to Section 11.7(a) as
though it were a Lender.





     (ii) A Participant shall not be entitled to receive any greater payment under
Section 4.9 or 4.10 than the applicable Lender would have been entitled to receive
with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent.
Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of
Section 4.10 unless such Participant complies with Section 4.10(d) or 4.10(e), and
the Lender (in the case of a Participant complying with Section 4.10(d)) must submit
a Form W-8IMY.



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided, that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or Assignee for such Lender as a party hereto.



          (e) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue
Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph
(d) above.



          (f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it
may have funded hereunder to its designating Lender without the consent of the Borrower or the
Administrative Agent and without regard to the limitations set forth in Section 11.6(b). Each of
the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute
against a Conduit Lender or join any other Person in instituting against a Conduit Lender any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state
bankruptcy or similar law, for one year and one day after the payment in full of the latest
maturing commercial paper note issued by such Conduit Lender; provided, however,
that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless
each other party hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of forbearance.



          11.7 Adjustments; Set-off. (a) Except to the extent that this Agreement expressly
provides for payments to be allocated to a particular Lender or to the Lenders under a particular
Facility, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of
the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section
9(f), or otherwise), in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted
Lender shall purchase for cash from the other Lenders a participating interest in such portion of
the Obligations owing to each such other Lender, or shall provide such other Lenders with the
benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the
excess payment or benefits of such collateral ratably with each of the Lenders; provided,
however, that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.



          (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall
have the right, without prior notice to the Borrower, any such notice being expressly waived by the
Borrower to the extent permitted by applicable law, upon any amount becoming due and payable



77









 




by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise), to
set off and appropriate and apply against such amount any and all deposits (general or special,
time or demand, provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured
or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for
the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and
the Administrative Agent after any such setoff and application made by such Lender;
provided, that the failure to give such notice shall not affect the validity of such setoff
and application.




          11.8 Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Delivery of an executed signature page
of this Agreement by facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be
lodged with the Borrower and the Administrative Agent.



          11.9 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



          11.10 Integration. This Agreement and the other Loan Documents represent the entire
agreement of the Borrower, the Agents and the Lenders with respect to the subject matter hereof and
thereof, and there are no promises, undertakings, representations or warranties by any Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to herein or in the
other Loan Documents.



          11.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.



          11.12 Submission To Jurisdiction; Waivers. The Borrower hereby irrevocably and
unconditionally:




     (a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of
the courts of the State of New York, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof;




     (b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




     (c) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to the Borrower, as the case may be at its address set forth in
Section 11.2



78









 






or at such other address of which the Administrative Agent shall have been notified
pursuant thereto;




     (d) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction;
and




     (e) waives, to the maximum extent not prohibited by law, any right it may have to claim
or recover in any legal action or proceeding referred to in this Section any special,
exemplary, punitive or consequential damages.



          11.13 Acknowledgments. The Borrower hereby acknowledges that:




     (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;




     (b) no Agent or Lender has any fiduciary relationship with or duty to the Borrower
arising out of or in connection with this Agreement or any of the other Loan Documents, and
the relationship between the Agents and Lenders, on one hand, and the Borrower, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor; and




     (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or among the
Borrower and the Lenders.



          11.14 Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary
contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably
authorized by each Secured Party (without requirement of notice to or consent of any Secured Party
except as expressly required by Section 11.1) to (i) take any action requested by the Borrower
having the effect of releasing any Collateral or guarantee obligations (A) to the extent necessary
to permit consummation of any transaction not prohibited by any Loan Document or that has been
consented to in accordance with Section 11.1 or (B) under the circumstances described in paragraph
(b) below and (ii) to subordinate any Lien of the Administrative Agent to Liens permitted by
Section 8.3(g).



          (b) At such time as the Loans, the Reimbursement Obligations and the other Obligations (other
than Unasserted Contingent Obligations and obligations under or in respect of Hedge Agreements)
shall have been paid in full, the Commitments have been terminated and each outstanding Letter of
Credit shall be terminated or cash collateralized in a manner satisfactory to the Administrative
Agent and the net termination liability under or in respect of Specified Hedge Agreements at such
time shall have been paid in full, or secured by a collateral arrangement satisfactory to the
Qualified Counterparty (or, in the case of a Specified Hedge Agreement arranged by a Lender or an
Affiliate of a Lender, to such Lender or Affiliate of a Lender) in its sole discretion, the
Collateral shall be released from the Liens created by the Security Documents, and the Security
Documents and all obligations (other than those expressly stated to survive such termination) of
the Administrative Agent and each Loan Party under the Security Documents shall terminate, all
without delivery of any instrument or performance of any act by any Person.



          11.15 Confidentiality. Each Agent and each Lender agrees to keep confidential all
non-public information provided to it by any Loan Party pursuant to this Agreement that is
designated by such Loan Party as confidential; provided that nothing herein shall prevent any Agent
or any Lender from disclosing any such information (a) to any Agent, any other Lender or any Lender
Affiliate, (b) subject to an agreement to comply with the provisions of this Section, to any actual
or prospective Transferee or any



79









 




direct or indirect counterparty to any Hedge Agreement (or any professional advisor to such
counterparty), (c) to its employees, directors, agents, attorneys, accountants and other
professional advisors or those of any of its affiliates, (d) upon the request or demand of any
Governmental Authority, (e) in response to any order of any court or other Governmental Authority
or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to
do so in connection with any litigation or similar proceeding, (g) that has been publicly
disclosed, (h) to the National Association of Insurance Commissioners or any similar organization
or any nationally recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with ratings issued with respect to such Lender, or (i) in
connection with the exercise of any remedy hereunder or under any other Loan Document.




          11.16 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



          11.17 Delivery of Addenda. Each initial Lender shall become a party to this Agreement
by delivering to the Administrative Agent an Addendum duly executed by such Lender.



          11.18 Patriot Act. Each Lender subject to the Patriot Act hereby notifies the
Borrower that, pursuant to Section 326 of the Patriot Act, it is required to obtain, verify and
record information that identifies the Borrower, including the name and address of the Borrower and
other information that will allow such Lender to identify the Borrower in accordance with the
Patriot Act.



80









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	AMERICAN CELLULAR CORPORATION, as Borrower  
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ACC HOLDINGS, LLC, as Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Dobson Communications Corporation, its sole	 	 
	 	 	member
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ACC LEASE CO., LLC, as Subsidiary Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	HIGHLAND CELLULAR, LLC, as Subsidiary Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Signature Page To The Credit Agreement




 









 





	 	 	 	 	 	 	 
	 	 	LEHMAN COMMERCIAL PAPER INC., as Administrative Agent
and Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Signature Page To The Credit Agreement




 









 





Annex A-1




TERM LOAN PRICING GRID




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Term Loans
	 	 	 	 	Applicable Margin	 	Applicable Margin
	Pricing Level	 	Corporate Credit Rating	 	for Eurodollar Loans	 	for Base Rate Loans
	Pricing Level I

	 	B1 or better by
Moody’s and B+ or
better by S&P
	 	 	1.75	%	 	 	0.75	%
	Pricing Level II

	 	Worse than B1 by
Moody’s or worse than
B+ by S&P
	 	 	2.00	%	 	 	1.00	%






The Applicable Margin for Term Loans shall be adjusted, on and after each Term Loan Adjustment Date
(as defined below) occurring after the completion of two full fiscal quarters of the Borrower after
the Closing Date, based on changes to (a) the Borrower’s (or, in the event that no such rating is
available for the Borrower, the Parent’s) corporate credit rating from S&P and (b) the Borrower’s
(or, in the event that no such rating is available for the Borrower, the Parent’s) corporate credit
rating from Moody’s, with each such adjustment to become effective on the date (the “Term Loan
Adjustment Date”) on which such change in the Borrower’s (or, in the event that no such rating
is available for the Borrower, the Parent’s) corporate credit rating is first announced by the
applicable rating agency, irrespective of when notice of such change shall have been furnished by
the Borrower to the Administrative Agent and the Lenders pursuant to Section 7.7 hereof or
otherwise. Each change in the Applicable Margin shall apply during the period commencing on the
Term Loan Adjustment Date and ending on the date immediately preceding the next Term Loan
Adjustment Date. If, at any time, neither S&P nor Moody’s makes available any credit rating to the
Borrower or the Parent, the highest rate set forth in each column of the Term Loan Pricing Grid
shall apply.



If the rating system of S&P or Moody’s shall change, or if either such rating agency (including any
successor to its rating agency business) shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Lenders shall negotiate in good faith to amend this Annex
A-1 to reflect such changed rating system or the unavailability of ratings from such rating
agency (including any successor to its rating agency business) and, pending the effectiveness of
any such amendment, the Applicable Margin for Term Loans shall be determined using the S&P or
Moody’s credit rating, as the case may be, most recently in effect prior to such change or
cessation.




 









 





Annex A-2




REVOLVING CREDIT PRICING GRID




	 	 	 	 	 	 	 	 	 
	 	 	Revolving Loans and Swingline Loans
	 	 	Applicable Margin	 	Applicable Margin for
	Pricing Level	 	for Eurodollar Loans	 	Base Rate Loans
	Pricing Level I
	 	 	2.00	%	 	 	1.00	%
	Pricing Level II
	 	 	1.75	%	 	 	0.75	%
	Pricing Level III
	 	 	1.50	%	 	 	0.50	%





The Applicable Margin for Revolving Loans and Swingline Loans shall be adjusted, on and after each
Revolving Credit Adjustment Date (as defined below) occurring after the completion of two full
fiscal quarters of the Borrower after the Closing Date, based on changes in the Consolidated
Leverage Ratio, with each such adjustment to become effective on the date (the “Revolving
Credit Adjustment Date”) that is three (3) Business Days after the date on which the relevant
financial statements are delivered to the Lenders pursuant to Section 7.1 and to remain in effect
until the next adjustment to be effected pursuant to this paragraph. If any financial statements
referred to above are not delivered within the time periods specified in Section 7.1, then, until
the date that is three Business Days after the date on which such financial statements are
delivered, the highest rate set forth in each column of the Revolving Credit Pricing Grid shall
apply. On each Revolving Credit Adjustment Date, the Applicable Margin for Revolving Loans and
Swingline Loans shall be adjusted to be equal to the Applicable Margins opposite the Pricing Level
determined to exist on such Revolving Credit Adjustment Date from the financial statements relating
to such Revolving Credit Adjustment Date.




          As used herein, the following rules shall govern the determination of Pricing Levels on each
Revolving Credit Adjustment Date:



          “Pricing Level I” shall exist on any Revolving Credit Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is greater than or equal to 5.00 to 1.00.



          “Pricing Level II” shall exist on any Revolving Credit Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 5.00 to 1.00 but greater than or
equal to 4.00 to 1.00.



          “Pricing Level III” shall exist on any Revolving Credit Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 4.00 to 1.00.



 









 





SCHEDULE 5.4




Consents, Authorizations, Filings and Notices





	A.	 	Holdings



Two Forms UCC1 naming Holdings as debtor and the Administrative Agent as secured party, to
be filed with the office of the county clerk of Oklahoma County, Oklahoma, copies of which
are attached hereto as Exhibit A-1.
	 
	B.	 	Borrower


Two Forms UCC1 naming the Borrower as debtor and the Administrative Agent as secured party,
to be filed with the Secretary of State of Delaware, copies of which are attached hereto as
Exhibit A-2.
	 
	C.	 	ACC Lease Co., LLC


Two Forms UCC1 naming ACC Lease Co., LLC as debtor and the Administrative Agent as secured
party, to be filed with the office of the county clerk of Oklahoma County, Oklahoma, copies
of which are attached hereto as Exhibit A-3.
	 
	D.	 	Highland Cellular, LLC


Two forms UCC1 naming Highland Cellular, LLC as debtor and the Administrative Agent as
secured party, to be filed with the Secretary of State of Delaware, copies of which are
attached hereto as Exhibit A-4.
	 
	E.	 	Exercise of Certain Rights in the Event of an Event of Default


The exercise of certain rights under the Loan Documents in the event of an Event of Default
may require prior approval or, or notice to, the FCC or state PUCs.





 









 





SCHEDULE 5.15




Subsidiaries




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Jurisdiction of	 	 
	 	 	Name of Subsidiary	 	Organization	 	% Ownership
	1.

	 	American Cellular Corporation
	 	Delaware
	 	 	100	%
	2.

	 	ACC Lease Co., LLC
	 	Oklahoma
	 	 	100	%
	3.

	 	Alton CellTel Co.
Partnership, an Illinois
General Partnership
	 	Illinois
	 	 	87 	%
	4.

	 	Highland Cellular, LLC
	 	Delaware
	 	 	100	%
	5.

	 	Highland PCS, LLC
	 	Delaware
	 	 	100	%







 









 





SCHEDULE 5.22




Real Property




Cell Site Locations




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1.	 	20800 South 520 Road
	 	Afton	 	OK	 	 	74331	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	2.	 	16551 S. 55 Road
	 	Miami	 	OK	 	 	74354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	3.	 	Rt 1 Box 74
	 	Chanute	 	KS	 	 	66720	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	4.	 	27778 S. Jennifer Road
	 	Park Hill	 	OK	 	 	74451	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	5.	 	RT. 2, Box 80
	 	Baron	 	OK	 	 	74965	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	6.	 	520 Margaritaville
	 	Bartlesville	 	OK	 	 	74003	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	7.	 	502 N. Madison
	 	Bartlesville	 	OK	 	 	74006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	8.	 	7510 International Court
	 	Bartlesville	 	OK	 	 	74003	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	9.	 	101 East Don Tyler
	 	Dewey	 	OK	 	 	74029	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	10.	 	Rt. 1. Box 524
	 	Nowata	 	OK	 	 	74048	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	11.	 	Route 2
	 	Benedict	 	KS	 	 	66736	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	12.	 	27235 S 4460 Road
	 	Vinta	 	OK	 	 	74301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	13.	 	24501 S. Hwy. 125
	 	Fairland	 	OK	 	 	74343	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	14.	 	32759 S. 4360 Road
	 	Big Cabin	 	OK	 	 	74332	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	15.	 	25015 East Cobbs Corner Road
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	16.	 	Rt. 1 Box 85
	 	Buffalo	 	KS	 	 	66717	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	17.	 	1372 Highway 166
	 	Caney	 	KS	 	 	67333	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	18.	 	1606 Highway 75
	 	Caney	 	KS	 	 	67333	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	19.	 	450 US Highway 166
	 	Cedarvale	 	KS	 	 	67024	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	20.	 	East side of
Highway 99 (5.5 miles N of Sedan)
	 	Sedan	 	KS	 	 	67361	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	21.	 	Rt 4
	 	Chautauqua	 	KS	 	 	67334	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	22.	 	22232 Coffee Hollow Road
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	23.	 	245 S. 5300 Street
	 	Cherryvale	 	KS	 	 	67335	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	24.	 	E0306 Road (near Cleora)
	 	Afton	 	OK	 	 	74331	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	25.	 	814 Spring Street
	 	Coffeyville	 	KS	 	 	67337	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	26.	 	Rt 1
	 	Liberty	 	KS	 	 	67351	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	27.	 	2245 N. Cline Rd.
	 	Coffeyville	 	KS	 	 	67337	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	28.	 	3950-B CR 2000
	 	Coffeyville	 	KS	 	 	67337	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	29.	 	620 N. Mickey Mantle Blvd.
	 	Commerce	 	OK	 	 	74339	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	30.	 	19903 W. 929 Road
	 	Cookson	 	OK	 	 	74427	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	31.	 	RT 100 & Bunch Road
	 	Stilwell	 	OK	 	 	74960	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	32.	 	7440 US Hwy. 75 North
	 	Copan	 	OK	 	 	74022	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	33.	 	397180 West 300 Road
	 	Copan	 	OK	 	 	74022	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	34.	 	11460 US Hwy. 75 North
	 	Dewey	 	OK	 	 	74029	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	35.	 	27227 E. 862 Road
	 	Welling	 	OK	 	 	74471	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	36.	 	EW 16 Road & Elm Street
	 	Delaware	 	OK	 	 	74471	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	37.	 	4.4 miles se of Bartlesville
	 	Bartlesville	 	OK	 	 	74006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	38.	 	5068 CR 1700
	 	Elk City	 	KS	 	 	67344	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	39.	 	Hwy. 169 / EW 06 Road
	 	South Coffeyville	 	OK	 	 	74072	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	40.	 	Crossroads
West 50 Road and Hwy. 10
	 	Colcord	 	OK	 	 	74338	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	41.	 	58695 E. 190 Road
	 	Fairland	 	OK	 	 	74343	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	42.	 	RT 59 & D4559
	 	Colcord	 	OK	 	 	74338	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	43.	 	Cherokee TP & 4590
	 	Kansas	 	OK	 	 	74347	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	44.	 	25456 S 450 Road
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	45.	 	North Home Ave.
	 	Bartlesville	 	OK	 	 	74003	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	46.	 	1001 S. 15th Street
	 	Fredonia	 	KS	 	 	66736	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	47.	 	14022 W. Killebrew Road
	 	Hulbert	 	OK	 	 	74441	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	48.	 	61706 East 280
	 	Grove	 	OK	 	 	74344	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	49.	 	13th & Shundi
	 	Grove	 	OK	 	 	74344	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	50.	 	64491 E 222 Road
	 	Wyandotte	 	OK	 	 	74370	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	51.	 	61951 DO349 Road
	 	Grove	 	OK	 	 	74344	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	52.	 	21717 S. 4270 Road
	 	Vinita	 	OK	 	 	74301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	53.	 	1776 Silver Lake Road
	 	Bartlesville	 	OK	 	 	74003	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	54.	 	Peckerwood Hill Road
	 	Hulbert	 	OK	 	 	74441	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	55.	 	2723 W 4200 Street
	 	Independence	 	KS	 	 	67301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	56.	 	200 Arco Place
	 	Independence	 	KS	 	 	67301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	57.	 	N 21st Street
	 	Independence	 	KS	 	 	67301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	58.	 	3.4 mi South Hwy 59 & 20 Jct Lake
	 	Jay	 	OK	 	 	74346	 	 	Leased
	 	 	Eucha Boat Basin
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	59.	 	1723 N. Main
	 	Jay	 	OK	 	 	74346	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	60.	 	3105 S 690 Road
	 	Quapaw	 	OK	 	 	74363	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	61.	 	D4500 Road near Hwy. 412
	 	Rose	 	OK	 	 	74364	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	62.	 	Sunshine Street
	 	Kansas	 	OK	 	 	74347	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	63.	 	N4495 & SR 85
	 	Afton	 	OK	 	 	74331	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	64.	 	24318 S. 500 Road
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	65.	 	Route 3
	 	Lafontaine	 	KS	 	 	66736	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	66.	 	SR 400 Box 15T
	 	Coyville	 	KS	 	 	66727	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	67.	 	End of E0100 Road
	 	Lenapah	 	OK	 	 	74042	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	68.	 	CR 424
	 	Lenapah	 	OK	 	 	74042	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	69.	 	3.2 km East of Liberty
	 	Liberty	 	KS	 	 	67351	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	70.	 	424 South Detroit
	 	Tulsa	 	OK	 	 	74120	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	71.	 	424 South Detroit
	 	Tulsa	 	OK	 	 	74120	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	72.	 	58501 E80 Rd.
	 	Miami	 	OK	 	 	74354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	73.	 	413 D Street NE
	 	Miami	 	OK	 	 	74354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	74.	 	4750 S. 665 Rd.
	 	Quapaw	 	OK	 	 	74363	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	75.	 	6351 South 620 Road
	 	Miami	 	OK	 	 	74363	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	76.	 	3921 CR 3403
	 	Montgomery	 	KS	 	 	67301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	77.	 	13236 Hwy. 10
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	78.	 	1900 North Street
	 	Muskogee	 	OK	 	 	74401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	79.	 	1st Street SW (end of road)
	 	Miami	 	OK	 	 	74354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	80.	 	Little Bear Mound Trail
	 	Neodesha	 	KS	 	 	66757	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	81.	 	620 Road 27
	 	Peru	 	KS	 	 	67360	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	82.	 	2084 Hwy. 99
	 	Cedar Vale	 	KS	 	 	67024	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	83.	 	N4160 & US 60
	 	Nowata	 	OK	 	 	74048	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	84.	 	2.5 miles W of Hwy. 169
	 	Nowata	 	OK	 	 	74048	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	85.	 	397350 W 3200 Road
	 	Ochelata	 	OK	 	 	74051	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	86.	 	397097 W.0270 Road
	 	Ramona	 	OK	 	 	74061	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	87.	 	11351 S. 613 Road
	 	Miami	 	OK	 	 	74354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	88.	 	2800 Road & 3900 Road
	 	Montgomery	 	KS	 	 	67301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	89.	 	11810 E. 650 Road
	 	Hulbert	 	OK	 	 	74441	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	90.	 	Highway 166
	 	Peru	 	KS	 	 	67361	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	91.	 	Rt. 2 Box 523
	 	Westville	 	OK	 	 	74965	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	92.	 	441255 E. 180 Road
	 	BlueJacket	 	OK	 	 	74333	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	93.	 	US 75 & E0360 Road
	 	Ramona	 	OK	 	 	74061	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	94.	 	RR1 Box 16
	 	Benedict	 	KS	 	 	66714	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	95.	 	N4510 RD .5 mi South of US 412
	 	Rose	 	OK	 	 	74364	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	96.	 	3641 N Black Fox Hollow Road
	 	Kansas	 	OK	 	 	74347	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	97.	 	Rt 1 Box 27T
	 	Sedan	 	KS	 	 	67361	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	98.	 	9924 Hwy. 51
	 	Hulbert	 	OK	 	 	74441	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	99.	 	57401 E. Highway 125
	 	Afton	 	OK	 	 	74331	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	100.	 	Route 4 Box 107-3A
	 	Colcord	 	OK	 	 	74338	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	101.	 	County Road
236 (Butler Road) & Hwy. 90
	 	Stilwell	 	OK	 	 	74960	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	102.	 	14891 Highway 10
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	103.	 	2114 A CR 4270
	 	Independence	 	KS	 	 	67301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	104.	 	400 E. Sycamore
	 	Stilwell	 	OK	 	 	74960	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	105.	 	5849 Hwy. 75
	 	Sycamore	 	KS	 	 	67363	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	106.	 	Belcher Road
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	107.	 	800 Crafton
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	108.	 	800 Crafton
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	109.	 	111 South Water Ave.
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	110.	 	19744 Stick Moss Mt. Road
	 	Tahlequah	 	OK	 	 	74464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	111.	 	14321 W 750 Road
	 	Tahlequah	 	OK	 	 	74461	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	112.	 	30082 S. Siemore Road
	 	Park Hill	 	OK	 	 	74451	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	113.	 	Rt. 1 Box 122T
	 	Cherryvale	 	KS	 	 	67335	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	114.	 	1682 County Road 3300
	 	Coffeyville	 	KS	 	 	67337	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	115.	 	105 N. Forman
	 	Vinita	 	OK	 	 	74301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	116.	 	23655 S. 4450 Road
	 	Vinita	 	OK	 	 	74301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	117.	 	26105 S. 4420 Road
	 	Vinita	 	OK	 	 	743010	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	118.	 	437956 E 290 Road
	 	Vinita	 	OK	 	 	74301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	119.	 	County Road 26
	 	Watova	 	OK	 	 	74048	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	120.	 	Rt. 1 Box 218
	 	Watts	 	OK	 	 	74964	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	121.	 	3059 CR 2300
	 	Caney	 	KS	 	 	67333	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	122.	 	9935 S. 4460 Road
	 	Welch	 	OK	 	 	74369	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	123.	 	435905 W 90 Road
	 	Welch	 	OK	 	 	74369	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	124.	 	617 Buffington Road
	 	Westville	 	OK	 	 	74956	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	125.	 	434469 E. 260 Road
	 	Vinita	 	OK	 	 	74301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	126.	 	60401 E 340 Rd.
	 	Afton	 	OK	 	 	74331	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	127.	 	13535 SS Hwy. 10
	 	Wyandotte	 	OK	 	 	74370	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	128.	 	Killer Road
	 	Bunch	 	OK	 	 	74931	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	129.	 	3502 W.South Ave.
	 	Ponca City	 	OK	 	 	74601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	130.	 	13382 N US HWY 281
	 	Lampasas	 	TX	 	 	76550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	131.	 	2329 E Hwy 29
	 	Bertram	 	TX	 	 	78605	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	132.	 	1075 U.S. Hwy 290 East
	 	Johnson City	 	TX	 	 	78636	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	133.	 	372 D & S Circle Dr.
	 	Blanco	 	TX	 	 	78606	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	134.	 	4098 Blue Mountain Lane
	 	Blue Mountain	 	TX	 	 	76856	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	135.	 	18 Cascade Caverns Rd
	 	Boerne	 	TX	 	 	78006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	136.	 	50 Los Indios Road
	 	Boerne	 	TX	 	 	78006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	137.	 	10 Nottingham Lane
	 	Boerne	 	TX	 	 	78006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	138.	 	1906 Old Mason Hwy Rd
	 	Brady	 	TX	 	 	76825	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	139.	 	Old Mason Hwy
	 	Brady	 	TX	 	 	76825	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	140.	 	1066 County Rd. 156
	 	Brady	 	TX	 	 	76825	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	141.	 	12880 Oakhill Rd
	 	Brookesmith	 	TX	 	 	76827	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	142.	 	Bangs Hill North of Town
	 	Brownwood	 	TX	 	 	76802	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	143.	 	10515 W. state Hwy 29
	 	Burnet	 	TX	 	 	78611	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	144.	 	8815 North US Hwy 281
	 	Burnet	 	TX	 	 	78611	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	145.	 	2838 E. State Hwy. 29
	 	Burnet	 	TX	 	 	78611	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	146.	 	327 CR 4492
	 	Lampasas	 	TX	 	 	76550	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	147.	 	11798 W US Hwy 87
	 	Eden	 	TX	 	 	76837	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	148.	 	17 mi. West
of Llano, near State Hwy 29
	 	Castell	 	TX	 	 	76831	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	149.	 	Loop 534 and Hwy 173
	 	Camp Verde	 	TX	 	 	78010	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	150.	 	1722 E FM 501
	 	Cherokee	 	TX	 	 	76832	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	151.	 	3726 Sydney Baker Rd., Interstate
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	10 & Hwy 16
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	152.	 	16034 FM Rd 2291
	 	Menard	 	TX	 	 	76859	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	153.	 	484 Waddell Tower Rd.
	 	Junction	 	TX	 	 	76849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	154.	 	309 Sunflower
	 	Comfort	 	TX	 	 	78643	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	155.	 	3110 Cypress Creek Road
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	156.	 	1041 K.C. 279
	 	Junction	 	TX	 	 	76849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	157.	 	17973 E. Ranch Rd. 2169
	 	Noxville	 	TX	 	 	78631	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	158.	 	14474 N. State Hwy 16
	 	Eckert	 	TX	 	 	78675	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	159.	 	2617 U.S. Hwy. 83 N.
	 	Eden	 	TX	 	 	76837	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	160.	 	8698 CR 2275
	 	Eden	 	TX	 	 	76837	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	161.	 	426 Fabra Street
	 	Boerne	 	TX	 	 	78006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	162.	 	5449 N US Hwy 281
	 	Marble Falls	 	TX	 	 	78654	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	163.	 	13089 FM 2093
	 	Fredericksburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	164.	 	402 Kirchen Berg Rd.
	 	Fredericksburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	165.	 	735 Post Oak Road
	 	Fredericksburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	166.	 	2087 Ranch Road 965
	 	Fredericksburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	167.	 	1899 Hayden Ranch Road
	 	Fredericksburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	168.	 	7900 South Hwy 281
	 	Lampasas	 	TX	 	 	76550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	169.	 	3600 Waterview Lane
	 	Granite Shoals	 	TX	 	 	78654	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	170.	 	6722 South Hwy US 87
	 	Fredericksburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	171.	 	2.5 Mile NW Hall TX
	 	Hall	 	TX	 	 	 	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	172.	 	Tivydale Road West
	 	Harper	 	TX	 	 	78631	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	173.	 	18548 Ranch Rd. 479
	 	Harper	 	TX	 	 	78631	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	174.	 	9851 US Hwy 281 South
	 	Spring Branch	 	TX	 	 	78070	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	175.	 	That-a-Way St
	 	Horseshoe Bay	 	TX	 	 	78657	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	176.	 	2640 County Road 454
	 	Rochelle	 	TX	 	 	76872	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	177.	 	11801 N. US Hwy 83
	 	Junction	 	TX	 	 	76849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	178.	 	53 W FM Road 765
	 	Eden	 	TX	 	 	76837	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	179.	 	122A Industrial Drive
	 	Boerne	 	TX	 	 	78006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	180.	 	114 E. Highline Road
	 	Ingram	 	TX	 	 	78025	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	181.	 	610 Miller Creek Rd.
	 	Johnson City	 	TX	 	 	78636	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	182.	 	9035 N US Hwy 83
	 	Menard	 	TX	 	 	76859	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	183.	 	134 Blashke Road
	 	Boerne	 	TX	 	 	78006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	184.	 	2444 S. State Loop 481
	 	Junction	 	TX	 	 	76849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	185.	 	1884 Cypress Creek Rd
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	186.	 	2125 Sidney Baker
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	187.	 	1010
Sheppard Reese Rd., Interstate 10 & Hwy 39
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	188.	 	1100 Edinbugh Dr North
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	189.	 	4040 Ranch Road 2900
	 	Kingsland	 	TX	 	 	78639	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	190.	 	498 County Rd 3400
	 	Lampasas	 	TX	 	 	76550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	191.	 	2098 County Road 4034
	 	Lampasas	 	TX	 	 	76550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	192.	 	8201 N US Hwy 281
	 	Lampasas	 	TX	 	 	76550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	193.	 	2120 CR 4034 76550
	 	Lampasas	 	TX	 	 	76550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	194.	 	3319 BCR 101
	 	Lampasas	 	TX	 	 	76550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	195.	 	9122 E State Hwy 71
	 	Llano	 	TX	 	 	78643	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	196.	 	113 West Young
	 	Llano	 	TX	 	 	78643	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	197.	 	11045 Co. Rd. 312
	 	Llano	 	TX	 	 	78643	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	198.	 	6401 S. US Hwy 87
	 	Mason	 	TX	 	 	76856	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	199.	 	120 FM 504
	 	Lohn	 	TX	 	 	76852	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	200.	 	800 W. Main St.
	 	Lometa	 	TX	 	 	76853	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	201.	 	16693 North US Hwy 183
	 	Lometa	 	TX	 	 	76853	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	202.	 	311 K.C. 340
	 	London	 	TX	 	 	76854	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	203.	 	495 Cooks Rd
	 	Kingsland	 	TX	 	 	78639	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	204.	 	18140 S US Hwy 87
	 	Mason	 	TX	 	 	76856	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	205.	 	728 FM 1888
	 	Blanco	 	TX	 	 	78606	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	206.	 	1410 South Us Hwy 281
	 	Marble Falls	 	TX	 	 	78657	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	207.	 	3000 N. US Hwy 281
	 	Marble Falls	 	TX	 	 	78654	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	208.	 	705 W State Hwy 71
	 	Marble Falls	 	TX	 	 	78654	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	209.	 	3906 U.S. Hwy. 377
	 	Mason	 	TX	 	 	76856	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	210.	 	102 Cardinal Street
	 	Mason	 	TX	 	 	76856	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	211.	 	Hwy 16, N of Llano near Babyhead
	 	Llano	 	TX	 	 	78643	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	212.	 	McGee Road
	 	Melvin	 	TX	 	 	76858	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	213.	 	4396 S. US Hwy. 83
	 	Menard	 	TX	 	 	76859	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	214.	 	1000 First St
	 	Menard	 	TX	 	 	76859	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	215.	 	1660 South State Hwy 16
	 	Fredericksburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	216.	 	750 Hwy 41 78058
	 	Mountain Home	 	TX	 	 	78058	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	217.	 	10017 U.S. Hwy 290
	 	Harper	 	TX	 	 	78631	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	218.	 	828 Hwy 46
	 	Boerne	 	TX	 	 	78004	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	219.	 	15500 W FM 501
	 	Pototoc	 	TX	 	 	76832	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	220.	 	9115 US Hwy 290 W
	 	Johnson City	 	TX	 	 	78636	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	221.	 	16090 W. Hwy 190
	 	Richland Springs	 	TX	 	 	76871	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	222.	 	4533 E US Hwy 190
	 	Rochelle	 	TX	 	 	76872	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	223.	 	Off Baker Rd 12 mi NNW
	 	Roosevelt	 	TX	 	 	76874	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	224.	 	2456 Copperas Access RD.
	 	Roosevelt	 	TX	 	 	76874	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	225.	 	210 Rotge Ranch Rd. NW
	 	Mountain Home	 	TX	 	 	78058	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	226.	 	677 RR 962W
	 	Round Mountain	 	TX	 	 	78663	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	227.	 	7828 FM 1773
	 	Menard	 	TX	 	 	76859	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	228.	 	419 FM 1031
	 	San Saba	 	TX	 	 	76877	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	229.	 	751 S. Hwy 16
	 	San Saba	 	TX	 	 	76877	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	230.	 	152 Cherry Spring Road
	 	Frederickburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	231.	 	1175 K C 470
	 	London	 	TX	 	 	76854	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	232.	 	11533 E. Ranch Rd 2169
	 	Mountain Home	 	TX	 	 	78058	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	233.	 	3650 Loop 534
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	234.	 	11744A East State Hwy 71
	 	Spicewood	 	TX	 	 	98669	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	235.	 	519 Oasis Pipeline Rd
	 	Junction	 	TX	 	 	76849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	236.	 	396 Thrill Hill Road
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	237.	 	7048 N. US Hwy 281
	 	Blanco	 	TX	 	 	78606	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	238.	 	806 US Hwy 87
	 	Comfort	 	TX	 	 	78013	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	239.	 	222 Mai Road, Hwy 16
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	240.	 	331 Private Rd. 675
	 	Voca	 	TX	 	 	76887	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	241.	 	8696 US Hwy 183
	 	Briggs	 	TX	 	 	78608	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	242.	 	517 Stony Lane
	 	Frederickburg	 	TX	 	 	78624	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	243.	 	26 Byron Street
	 	Boerne	 	TX	 	 	78066	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	244.	 	296 Canyon View, Interstate 10
	 	Kerrville	 	TX	 	 	78028	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	245.	 	25 Shooting Club Road
	 	Boerne	 	TX	 	 	78006	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	246.	 	786 Ford Street
	 	San Angelo	 	TX	 	 	76901	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	247.	 	696 Strawn Lane
	 	San Angelo	 	TX	 	 	76904	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	248.	 	2237 Austin Street
	 	San Angelo	 	TX	 	 	76903	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	249.	 	615 W 14th Street
	 	San Angelo	 	TX	 	 	76901	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	250.	 	928 Marie Street
	 	San Angelo	 	TX	 	 	76901	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	251.	 	6530 Hwy 87
	 	San Angelo	 	TX	 	 	76901	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	252.	 	5299 Foster Road
	 	San Angelo	 	TX	 	 	76901	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	253.	 	4507 Sherwood Way
	 	San Angelo	 	TX	 	 	76904	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	254.	 	1000 Algonquin Road
	 	Big Stone Gap	 	VA	 	 	24219	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	255.	 	100 Communications Dr.
	 	Bluefield	 	VA	 	 	24605	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	256.	 	1358 Baum Hollow Road
	 	Big Stone Gap	 	VA	 	 	24219	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	257.	 	9905 N Scenic Highway
	 	Rocky Gap	 	VA	 	 	24366	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	258.	 	7118 Wyrick Trail
	 	Bland	 	VA	 	 	24315	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	259.	 	486 Majestic Valley Road
	 	Lebanon	 	VA	 	 	24266	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	260.	 	210 Huckleberry Road
	 	Lebanon	 	VA	 	 	24266	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	261.	 	Route 2 Box 82M
	 	Lebanon	 	VA	 	 	24266	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	262.	 	1897 Pisgah Road
	 	North Tazewell	 	VA	 	 	24651	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	263.	 	Oneida Peak Road
	 	N Tazewell	 	VA	 	 	24651	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	264.	 	Circle Drive
	 	Pembroke	 	VA	 	 	24136	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	265.	 	740 Glenwood Street
	 	Cedar Bluff	 	VA	 	 	24609	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	266.	 	250 Tank Hill Road
	 	Richlands	 	VA	 	 	24641	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	267.	 	12650 Mountain Road
	 	Rosedale	 	VA	 	 	24280	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	268.	 	2969 T R Barrett Road
	 	North Tazewell	 	VA	 	 	24630	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	269.	 	645 East Riverside Drive
	 	North Tazewell	 	VA	 	 	24630	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	270.	 	3769 Walker Mtn Road
	 	Wytheville	 	VA	 	 	24984	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	271.	 	1001 Circle Drive
	 	Mullens	 	WV	 	 	25882	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	272.	 	1001 Circle Drive
	 	Mullens	 	WV	 	 	25882	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	273.	 	16 Baldwin Branch Tower Rd
	 	Pineville	 	WV	 	 	24874	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	274.	 	710 War Tower Road
	 	War	 	WV	 	 	24892	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	275.	 	851 Radio Tower Road
	 	Welch	 	WV	 	 	24801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	276.	 	494 Knob View Lane
	 	Alderson	 	WV	 	 	24910	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	277.	 	494 Knob View Lane
	 	Alderson	 	WV	 	 	24910	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	278.	 	2516 Kieffer Road
	 	Crawley	 	WV	 	 	24931	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	279.	 	31 James Monroe Drive
	 	Lindside	 	WV	 	 	24951	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	280.	 	3101 Gardner Road
	 	Princeton	 	WV	 	 	24740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	281.	 	223 Beauty Mtn Tower Road
	 	Lansing	 	WV	 	 	25862	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	282.	 	333 Willow Branch
	 	Shady Springs	 	WV	 	 	25918	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	283.	 	2012 South Kanawha Street
	 	Beckley	 	WV	 	 	25801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	284.	 	450 Raleigh Ridge Road
	 	Beckley	 	WV	 	 	25801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	285.	 	1222 E Whitby Road
	 	Shady Springs	 	WV	 	 	25918	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	286.	 	100 Scenic Drive
	 	Rocky Gap	 	WV	 	 	24366	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	287.	 	717 Raleigh Street
	 	Bluefield	 	WV	 	 	24701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	288.	 	99 Bryant Street
	 	Bluefield	 	WV	 	 	24701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	289.	 	2000 Tolbert Road
	 	Bluefield	 	WV	 	 	24701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	290.	 	325 New Jersey Avenue
	 	Beckley	 	WV	 	 	25801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	291.	 	820 Knollcrest Road
	 	Brushfork	 	WV	 	 	24701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	292.	 	20348 Midland Trail
	 	Lewisburg	 	WV	 	 	24901	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	293.	 	1645 Burnwell Mountain Road
	 	Kimberly	 	WV	 	 	25118	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	294.	 	17959 Beckley Road
	 	Camp Creek	 	WV	 	 	25820	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	295.	 	3170 Stonehouse Road
	 	Caldwell	 	WV	 	 	24952	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	296.	 	388 Mount Jackson Heights Road
	 	Princeton	 	WV	 	 	24740	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	297.	 	460 Craft Drive
	 	Princeton	 	WV	 	 	24740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	298.	 	130 Rustic Hills
	 	Crab Orchard	 	WV	 	 	25827	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	299.	 	2701 Maremont Road
	 	Bluefield	 	WV	 	 	24701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	300.	 	372 Mathis Drive
	 	Shady Springs	 	WV	 	 	25918	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	301.	 	309 Lilly Mountain Road
	 	Eccles	 	WV	 	 	25836	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	302.	 	550 N Eisenhower Drive
	 	Beckley	 	WV	 	 	25801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	303.	 	116 Altier Tank Road
	 	Fayetteville	 	WV	 	 	25840	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	304.	 	550 Tower Road
	 	Flat Top	 	WV	 	 	25841	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	305.	 	1211 Gauley Mtn Tower Road
	 	Ansted	 	WV	 	 	25812	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	306.	 	700 Pike Drive
	 	Shady Springs	 	WV	 	 	25918	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	307.	 	Mercer County 911 office
	 	Princeton	 	WV	 	 	24740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	308.	 	300 West Main Street
	 	White Sulphur	 	WV	 	 	24986	 	 	Leased
	 	 	 
	 	Springs	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	309.	 	300 West Main Street
	 	White Sulphur	 	WV	 	 	24986	 	 	Leased
	 	 	 
	 	Springs	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	310.	 	202 Heartland Drive
	 	Beckley	 	WV	 	 	25801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	311.	 	66 Jack Smith Road (WV)
	 	Hico	 	WV	 	 	25854	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	312.	 	200 Allen Lane
	 	Hinton	 	WV	 	 	25951	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	313.	 	453 Greasy Ridge Road
	 	Princeton	 	WV	 	 	24740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	314.	 	5111 Ingelside Road
	 	Princeton	 	WV	 	 	24740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	315.	 	3096 Hinton Road
	 	White Oak	 	WV	 	 	25989	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	316.	 	710 Feamster Road
	 	Lewisburg	 	WV	 	 	24901	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	317.	 	223 Pinewood Drive
	 	Beckley	 	WV	 	 	25801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	318.	 	Country Girl Road
	 	Beaver Pond	 	WV	 	 	24701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	319.	 	7444 Smoot Road
	 	Smoot	 	WV	 	 	24977	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	320.	 	646 Montgomery Tower Road
	 	Montgomery	 	WV	 	 	25136	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	321.	 	366 Haystack Mountain Road
	 	Scarbro	 	WV	 	 	25917	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	322.	 	127 Stagecoach Road
	 	Mount Hope	 	WV	 	 	25880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	323.	 	1534 Don King Lane
	 	Muddy Creek	 	WV	 	 	24901	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	324.	 	766 Saddleback Tower Road
	 	Lochgelly	 	WV	 	 	25866	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	325.	 	302 Pea Ridge Road
	 	Oak Hill	 	WV	 	 	25901	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	326.	 	925 Cook Parkway
	 	Oceana	 	WV	 	 	24870	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	327.	 	925 Cook Parkway
	 	Oceana	 	WV	 	 	24870	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	328.	 	458 Simms Branch Road
	 	Mount Hope	 	WV	 	 	25880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	329.	 	120 Radio Tower Rd
	 	Peterstown	 	WV	 	 	24963	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	330.	 	2246 Greasy Ridge Road
	 	Princeton	 	WV	 	 	24740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	331.	 	612 S Wickham Ave
	 	Princeton	 	WV	 	 	24740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	332.	 	Hillside Drive
	 	Princeton	 	WV	 	 	24740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	333.	 	565 Ogden Street
	 	Prosperity	 	WV	 	 	25909	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	334.	 	277 Lees Tree Road
	 	Rainelle	 	WV	 	 	25962	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	335.	 	106 Roberston Avenue
	 	Beckley	 	WV	 	 	25801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	336.	 	150 Mountain Edge Drive
	 	Beaver	 	WV	 	 	25813	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	337.	 	3000 Sewell Mountain Road
	 	Sandstone	 	WV	 	 	25985	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	338.	 	Sewell Mountain 911 Building
	 	Meadow Bluff	 	WV	 	 	24977	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	339.	 	Sewell Mountain 911 Building
	 	Meadow Bluff	 	WV	 	 	24977	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	340.	 	#8 Orchard Avenue
	 	Smithers	 	WV	 	 	25186	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	341.	 	584 Basham Street
	 	Sophia	 	WV	 	 	25921	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	342.	 	237 Wake Street
	 	Stanaford	 	WV	 	 	25927	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	343.	 	636 Mattsville Road
	 	Rock Creek	 	WV	 	 	25174	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	344.	 	636 Mattsville Road
	 	Rock Creek	 	WV	 	 	25174	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	345.	 	540 Modlin Road
	 	Union	 	WV	 	 	24983	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	346.	 	3696 Bittinger Lane
	 	White Sulphur	 	WV	 	 	24986	 	 	Leased
	 	 	 
	 	Springs	 	 	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	347.	 	789 Sawmill Branch Road
	 	Minden	 	WV	 	 	25879	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	348.	 	781 Casey Lane
	 	Elizabethtown	 	KY	 	 	42701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	349.	 	1114 Bondville Road
	 	Lawrenceburg	 	KY	 	 	40342	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	350.	 	291 Spencer Mattingly Lane
	 	Bardstown	 	KY	 	 	40004	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	351.	 	105 E. Muir Ave.
	 	Bardstown	 	KY	 	 	40004	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	352.	 	200 Bearwallow Road
	 	Springfield	 	KY	 	 	40069	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	353.	 	580 Humphrey Lane
	 	Bardstown	 	KY	 	 	40004	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	354.	 	213 Peterson Drive
	 	Elizabethtown	 	KY	 	 	42701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	355.	 	1865 Tunnell Mill Road
	 	Bloomfield	 	KY	 	 	40008	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	356.	 	11920 Louisville Road
	 	Cox Creek	 	KY	 	 	40013	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	357.	 	685 Smith Ridge Road (KY Hwy. 372)
	 	Campbellsville	 	KY	 	 	42718	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	358.	 	701 Melrose Drive
	 	Campbellsville	 	KY	 	 	42718	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	359.	 	6670 Bellwood Road
	 	Bardstown	 	KY	 	 	40004	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	360.	 	2946 Battle Training Road
	 	Elizabethtown	 	KY	 	 	42701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	361.	 	525 Pleasant Union Church Road
	 	Campbellsville	 	KY	 	 	42718	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	362.	 	2452 Springfield Road
	 	Elizabethtown	 	KY	 	 	42701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	363.	 	975 Meeting Creek Road
	 	East View	 	KY	 	 	42732	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	364.	 	1300 Lick Skillet Road
	 	Lawrenceburg	 	KY	 	 	40342	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	365.	 	210 Botland Loop
	 	Bardstown	 	KY	 	 	40004	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	366.	 	6667 S. Dixie Highway
	 	Glendale	 	KY	 	 	42740	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	367.	 	696 W. Buckner Hill Road
	 	Greensburg	 	KY	 	 	42743	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	368.	 	5996 Chaplin Road
	 	Willisburg	 	KY	 	 	40078	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	369.	 	840
Cornishville Road (Ky Hwy. 1989)
	 	Harrodsburg	 	KY	 	 	40330	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	370.	 	1010 Industrial Road
	 	Lawrenceburg	 	KY	 	 	40342	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	371.	 	335 Thornton Smith Road
	 	Lebanon	 	KY	 	 	40033	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	372.	 	176 Clay Lick Road
	 	Lawrenceburg	 	KY	 	 	40342	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	373.	 	381 S. Greensburg Street
	 	Hodgenville	 	KY	 	 	42748	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	374.	 	296 Mt. Sherman-Ward Road
	 	Magnolia	 	KY	 	 	42757	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	375.	 	2025 Lafollette Road
	 	New Haven	 	KY	 	 	40051	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	376.	 	2374 New Haven Road
	 	Bardstown	 	KY	 	 	40004	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	377.	 	1301 Stinson Place
	 	Radcliff	 	KY	 	 	40106	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	378.	 	2265 South Wilson Road
	 	Radcliff	 	KY	 	 	40160	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	379.	 	100 Cellular Lane
	 	Elizabethtown	 	KY	 	 	42701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	380.	 	3053 Louisville Road
	 	Harrodsburg	 	KY	 	 	40330	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	381.	 	720 South Saint Gregory Road
	 	Bardstown	 	KY	 	 	40013	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	382.	 	601 Lincoln Park Road
	 	Springfield	 	KY	 	 	40069	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	383.	 	100 Overlook Road (KY Hwy. 2239)
	 	Taylorsville	 	KY	 	 	40071	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	384.	 	357 Fultz Road
	 	Hodgenville	 	NY	 	 	42701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	385.	 	15385 (Rear) South Dixie Highway
	 	Upton	 	KY	 	 	42784	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	386.	 	825 Otter Creek Road
	 	Vine Grove	 	KY	 	 	40175	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	387.	 	470 White City Road
	 	White City	 	KY	 	 	42748	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	388.	 	700 Tower Street
	 	Albany	 	KY	 	 	42602	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	389.	 	638 Graham Road
	 	Glasgow	 	KY	 	 	42141	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	390.	 	2830 Frenchmans Knob Road
	 	Bonnieville	 	KY	 	 	42713	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	391.	 	Rt. 3 Hwy. 674
	 	Monticello	 	KY	 	 	42633	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	392.	 	901 Jackson Hollow Road
	 	Burkesville	 	KY	 	 	42717	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	393.	 	1202 Cane Valley Road
	 	Columbia	 	KY	 	 	42728	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	394.	 	1141 Gaston Ave.
	 	Columbia	 	KY	 	 	42728	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	395.	 	556 C Long Road
	 	Columbia	 	KY	 	 	42728	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	396.	 	199 Cork Gascon Road
	 	Edmonton	 	KY	 	 	42129	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	397.	 	1379 Whites Chapel Road
	 	Glasgow	 	KY	 	 	42141	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	398.	 	Route 5
	 	Monticello	 	KY	 	 	45633	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	399.	 	65 Aberdeen Drive, Hwy. 63
	 	Glasgow	 	KY	 	 	42142	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	400.	 	156 Robert Bishop Road
	 	Glasgow	 	KY	 	 	42141	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	401.	 	734 Willie Nell Road
	 	Columbia	 	KY	 	 	42728	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	402.	 	2888 Grider Hill Road
	 	Albany	 	KY	 	 	42602	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	403.	 	1515 Fisher Ridge Road
	 	Horse Cave	 	KY	 	 	42127	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	404.	 	1101 Pine Top Road
	 	Russell Springs	 	KY	 	 	42642	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	405.	 	263 North Main Street
	 	Jamestown	 	KY	 	 	42639	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	406.	 	1636 Beaver Creek Rd.
	 	Glasgow	 	KY	 	 	42141	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	407.	 	108 Boat Storage Road
	 	Monticello	 	KY	 	 	42633	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	408.	 	Rt 7 Box 6571 Morris Hill Road
	 	Monticello	 	KY	 	 	42633	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	409.	 	1080 Old Highway 90
	 	Monticello	 	KY	 	 	42633	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	410.	 	752 Irwin Childress Road
	 	Munfordsville	 	KY	 	 	42785	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	411.	 	511 Prewitts Knob Road
	 	Cave City	 	KY	 	 	42127	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	412.	 	251 Tucker Road
	 	Russell Springs	 	KY	 	 	42642	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	413.	 	1360 William Judd Road
	 	Edmonton	 	KY	 	 	42129	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	414.	 	3151 Edmonton Road
	 	Tompkinsville	 	KY	 	 	42167	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	415.	 	403 Martin Subdivision
	 	Tompkinsville	 	KY	 	 	42167	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	416.	 	Kentucky Hwy. 1651
	 	Whitley	 	KY	 	 	42653	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	417.	 	1881 Old Glassgow Road
	 	Edmonton	 	KY	 	 	42129	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	418.	 	549 Farmer Road
	 	Somerset	 	KY	 	 	42554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	419.	 	850 S. Dogwood Drive
	 	Berea	 	KY	 	 	40403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	420.	 	76 Pirate Parkway
	 	Berea	 	KY	 	 	40403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	421.	 	7847 Somerset Road
	 	London	 	KY	 	 	40741	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	422.	 	Fire Tower Road (Hwy. 80)
	 	Somerset	 	KY	 	 	42501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	423.	 	151 Jim Lambert Road
	 	Rockcastle	 	KY	 	 	40403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	424.	 	622 Water Tank Hill Rd.
	 	Brodhead	 	KY	 	 	40409	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	425.	 	1155 Hill Road
	 	Somerset	 	KY	 	 	42501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	426.	 	1951 Irvine Road
	 	Richmond	 	KY	 	 	40475	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	427.	 	4060 Igo Road
	 	Richmond	 	KY	 	 	40475	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	428.	 	921 Perry Street
	 	Danville	 	KY	 	 	40422	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	429.	 	7339 North US Hwy. 25
	 	East Bernstadt	 	KY	 	 	40729	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	430.	 	Madison Drive (Telford Hall)
	 	Richmond	 	KY	 	 	40475	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	431.	 	Ellison Pulaski County Line Road
	 	Eubank	 	KY	 	 	42567	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	432.	 	102 Stonehenge Dr
	 	London	 	KY	 	 	40744	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	433.	 	31 Laddie
	 	Somerset	 	KY	 	 	42501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	434.	 	Barnes Mill Road
	 	Richmond	 	KY	 	 	40475	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	435.	 	10255 N. US25
	 	East Bernstadt	 	KY	 	 	40279	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	436.	 	801 S 4th Street
	 	Danville	 	KY	 	 	40423	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	437.	 	Robinsons Pike
	 	Stanford	 	KY	 	 	40484	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	438.	 	489 Richmond Road
	 	Lancaster	 	KY	 	 	40444	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	439.	 	305 Langdon Street
	 	Somerset	 	KY	 	 	42503	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	440.	 	Route 3, Box 80, KY 1505 & Mt.
	 	Brodhead	 	KY	 	 	40409	 	 	Leased
	 	 	Zion Road
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	441.	 	316 Smith Road
	 	Liberty	 	KY	 	 	42539	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	442.	 	361 Hatfield Road
	 	Liberty	 	KY	 	 	42539	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	443.	 	340 North Laurel Road/Highway 25
	 	London	 	KY	 	 	40741	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	444.	 	Big Hill Avenue (US 25)
	 	Richmond	 	KY	 	 	40475	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	445.	 	Rt 5 Box 171-K
	 	Mt. Vernon	 	KY	 	 	40456	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	446.	 	701 Burnetta Road
	 	Faubush	 	KY	 	 	42544	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	447.	 	99 Sam Jones Road
	 	Somerset	 	KY	 	 	42503	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	448.	 	464 North Hart Rd
	 	Somerset	 	KY	 	 	42501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	449.	 	710 Cox Street
	 	Perryville	 	KY	 	 	40468	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	450.	 	4213 Persimmon Knob Road
	 	Junction City	 	KY	 	 	40440	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	451.	 	1515 Fisher Ridge Road
	 	London	 	KY	 	 	40744	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	452.	 	627 Freedom Church Rd.
	 	Mt. Vernon	 	KY	 	 	40456	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	453.	 	2362 Irvine Road Suite D & E & F
	 	Richmond	 	KY	 	 	40475	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	454.	 	Chestnut
Ridge Road, Route 5 Box 448
	 	Livingston	 	KY	 	 	40445	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	455.	 	389 Ware Road
	 	Science Hill	 	KY	 	 	42553	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	456.	 	325 Sears Cemetery Road
	 	Somerset	 	KY	 	 	42501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	457.	 	480 Rockquarry Road
	 	Somerset	 	KY	 	 	42503	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	458.	 	1248 Bourbon Road
	 	Somerset	 	KY	 	 	42501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	459.	 	1652 N. Highway 1223
	 	Corbin	 	KY	 	 	40701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	460.	 	165 Foster Road
	 	Stanford	 	KY	 	 	40484	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	461.	 	176 Kennedy lane
	 	Richmond	 	KY	 	 	40475	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	462.	 	1099 Sunnyside Church Road
	 	Somerset	 	KY	 	 	42503	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	463.	 	112 Whites Station Road
	 	Berea	 	KY	 	 	40403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	464.	 	Route 1 Box 517A
	 	Ewing	 	KY	 	 	41039	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	465.	 	685 Stoney Creek Road
	 	Carlisle	 	KY	 	 	40311	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	466.	 	148 Dogwood Lane
	 	Salt Lick	 	KY	 	 	40371	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	467.	 	1910 Dutch Ridge Rd.
	 	Augusta	 	KY	 	 	41002	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	468.	 	1963 Convict Pike
	 	Fleminsburg	 	KY	 	 	41041	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	469.	 	HC 71 Park Road
	 	Frenchburg	 	KY	 	 	40322	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	470.	 	Route 2, Box
76M, Goddard-Pea Ridge Road
	 	Wallingford	 	KY	 	 	41093	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	471.	 	6748 US 68
	 	Mays Lick	 	KY	 	 	41055	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	472.	 	1188 Connector Road
	 	Ewing	 	KY	 	 	41039	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	473.	 	6144 US Hwy 68
	 	Maysville	 	KY	 	 	41056	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	474.	 	Balcony
Hills Road; 15 Aberdeen Village
	 	Aberdeen	 	OH	 	 	45101	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	475.	 	1062 Maysville Road
	 	Carlisle	 	KY	 	 	40311	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	476.	 	3300 Forestry Ridge Road
	 	Morehead	 	KY	 	 	40351	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	477.	 	499 Quail Hollow Road
	 	Morehead	 	KY	 	 	40351	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	478.	 	Cartmell
Hall, Vaughn Drive & University Blvd.
	 	Morehead	 	KY	 	 	40351	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	479.	 	2122 Levee Road
	 	Mt. Sterling	 	KY	 	 	40353	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	480.	 	2002 Maysville Road
	 	Mt. Sterling	 	KY	 	 	40353	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	481.	 	1503 Fleming Road
	 	Maysville	 	KY	 	 	41056	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	482.	 	713 Miller’s Scenic View Drive
	 	Owingsville	 	KY	 	 	40350	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	483.	 	963 McDowell Flat Road
	 	Wallingford	 	KY	 	 	41093	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	484.	 	557 Hunters Lane
	 	Morehead	 	KY	 	 	40351	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	485.	 	3899 Stepstone Road
	 	Owingsville	 	KY	 	 	40360	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	486.	 	Shaw Hollow Road
	 	Tollesboro	 	KY	 	 	41189	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	487.	 	Route 1, Box
281C, Alum Rock Ridge Road
	 	Vanceburg	 	KY	 	 	41179	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	488.	 	1306 Golf Manor Drive
	 	Maysville	 	KY	 	 	41056	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	489.	 	281 Green Valley Road
	 	Carmichaels	 	PA	 	 	15320	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	490.	 	SR 2002
	 	Mt. Morris	 	PA	 	 	15327	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	491.	 	239 Brownsville Road
	 	Brownsville	 	PA	 	 	15438	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	492.	 	889 Mason Ridge Road
	 	Mt. Morris	 	PA	 	 	15349	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	493.	 	1097 Farm Road
	 	Uniontown	 	PA	 	 	15401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	494.	 	1550 Isabella Road
	 	Connellsville	 	PA	 	 	15425	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	495.	 	905 Fireman Street
	 	Connellsville	 	PA	 	 	15425	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	496.	 	2241 Dinner Bell 5 Forks Road
	 	Farmington	 	PA	 	 	15437	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	497.	 	144 Martin Road
	 	Henry Clay Township	 	PA	 	 	15459	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	498.	 	126 Johnson Road
	 	Kirby	 	PA	 	 	15370	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	499.	 	1400 Porter Street
	 	Waynesburg	 	PA	 	 	15370	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	500.	 	249 Wahula Road
	 	Carmichaels	 	PA	 	 	15320	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	501.	 	144 Turkeyfoot Rd.
	 	Mill Run	 	PA	 	 	15464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	502.	 	44 South West
	 	Franklin Township	 	PA	 	 	15276	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	503.	 	599 Old Braddock Rd
	 	Lemont Furnace	 	PA	 	 	15456	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	504.	 	164 Jumonville Road
	 	Uniontown	 	PA	 	 	15401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	505.	 	Township Road 540, RD #2
	 	Perryopolis	 	PA	 	 	15473	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	506.	 	Rd 1 Box 40
	 	Dillinger	 	PA	 	 	15327	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	507.	 	3P Wades Run Road
	 	Mt. Morris	 	PA	 	 	15349	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	508.	 	556 McClellandtown Road
	 	Uniontown	 	PA	 	 	15401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	509.	 	847 North Richill Street
	 	Haydentown	 	PA	 	 	15370	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	510.	 	410 Jackie Franks Road
	 	Haydentown	 	PA	 	 	15436	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	511.	 	614 Old Pittsburg Road
	 	Uniontown	 	PA	 	 	15401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	512.	 	52 West Main Street
	 	Uniontown	 	PA	 	 	15401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	513.	 	1930 Pittsburgh Road (RT 51)
	 	Watersburg	 	PA	 	 	15488	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	514.	 	RR1 Box 470 Duck Pond Road
	 	Connellsville	 	PA	 	 	16426	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	515.	 	U.S. Route 19
	 	Whitely Township	 	PA	 	 	15370	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	516.	 	Wells Run Road (Route 2)
	 	Friendly	 	WV	 	 	26146	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	517.	 	4797 Ketzel Hill Road
	 	Sardis	 	OH	 	 	43946	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	518.	 	RR 1 Box 288
	 	Friendly	 	WV	 	 	26146	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	519.	 	U.S. Route 33 and 119
	 	Glenville	 	WV	 	 	26351	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	520.	 	Box 97A, Rt 1, Victory Ridge Road
	 	Harrisville	 	WV	 	 	26362	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	521.	 	252 Shared Tower Road
	 	Jane Lew	 	WV	 	 	26378	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	522.	 	43558 Long Ridge Road
	 	Sardis	 	OH	 	 	43946	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	523.	 	Route 1 Box 83, Tarkiln Run Road
	 	Salem	 	WV	 	 	26426	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	524.	 	Route 1 Box 115 Whiteman Hill Road
	 	New Martinsville	 	WV	 	 	26155	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	525.	 	700 Goosepen Road
	 	Roanoke	 	WV	 	 	26452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	526.	 	1070 Smith Ridge Road
	 	Sistersville	 	WV	 	 	26175	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	527.	 	504 Tower Road
	 	St. Mary's	 	WV	 	 	26170	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	528.	 	112 A. Route
7 situated in the Newport Township
	 	Newport	 	OH	 	 	45768	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	529.	 	333 Skin Creek Road
	 	Weston	 	WV	 	 	26378	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	530.	 	310 Louise Ave., Box 236
	 	West Union	 	WV	 	 	26456	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	531.	 	1921 Berlin Road
	 	Weston	 	WV	 	 	26452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	532.	 	1921 Berlin Road
	 	Weston	 	WV	 	 	26452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	533.	 	1921 Berlin Road
	 	Weston	 	WV	 	 	26452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	534.	 	343 Spring Street
	 	Weston	 	WV	 	 	26452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	535.	 	129 1/2 Sterling Rd
	 	Fairmont	 	WV	 	 	26554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	536.	 	3678 Fairmont Road
	 	Morgantown	 	WV	 	 	26501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	537.	 	Route 3, Box 147K
	 	Bruceton Mills	 	WV	 	 	26525	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	538.	 	9102 Belasco Road
	 	Bridgeport	 	WV	 	 	26330	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	539.	 	707 Bridgeport Hill Road
	 	Clarksburg	 	WV	 	 	26301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	540.	 	360 Tunnel Drive
	 	Bristol	 	WV	 	 	26426	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	541.	 	PO Box 6572
	 	Morgantown	 	WV	 	 	24506	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	542.	 	249 Brewer Road
	 	Morgantown	 	WV	 	 	26508	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	543.	 	Rt 5 Box 16
	 	Bruceton Mills	 	WV	 	 	26525	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	544.	 	210 Hampton Road
	 	Fairmont	 	WV	 	 	26554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	545.	 	1 Pleasant Ave.
	 	Kingwood	 	WV	 	 	26537	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	546.	 	60 Cable Lane
	 	Morgantown	 	WV	 	 	26505	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	547.	 	1138 Chestnut Ridge Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	548.	 	9141 Murphy Road
	 	Clarksburg	 	WV	 	 	26301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	549.	 	9202 Lowndes Hill Road
	 	Clarksburg	 	WV	 	 	26301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	550.	 	2095 Sand Springs Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	551.	 	1568 Brookhaven Road
	 	Morgantown	 	WV	 	 	26508	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	552.	 	5000 Greenbag Road
	 	Morgantown	 	WV	 	 	26501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	553.	 	430 Barcus Tower Road
	 	Grafton	 	WV	 	 	26354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	554.	 	WV County
Road 38 (375 Shelby Road)
	 	Grafton	 	WV	 	 	26354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	555.	 	WV County
Road 38 (375 Shelby Road)
	 	Grafton	 	WV	 	 	26354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	556.	 	206 Warder Ave.
	 	Grafton	 	WV	 	 	26354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	557.	 	State Line Road, Route 12
	 	Bruceton Mills	 	WV	 	 	26525	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	558.	 	387 High Street
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	559.	 	1577 Tulip Lane
	 	Fairmont	 	WV	 	 	26554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	560.	 	202 Burns Chapel Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	561.	 	558 Barnett’s Run Tower Road
	 	Bridgeport	 	WV	 	 	26330	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	562.	 	I Road Caddell Mountain
	 	Terra Alta	 	WV	 	 	26764	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	563.	 	1903 Fairmont Rd (SR 19)
	 	Morgantown	 	WV	 	 	26501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	564.	 	Route 1 Box 360 or CR 73
	 	Bruceton Mills	 	WV	 	 	26525	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	565.	 	9082 Rockford Road
	 	Lost Creek	 	WV	 	 	26385	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	566.	 	Off of Flaggy Meadow Road
	 	Mannington	 	WV	 	 	26582	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	567.	 	Off of Flaggy Meadow Road
	 	Mannington	 	WV	 	 	26582	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	568.	 	1000 Fairgrounds Rd.
	 	Grafton	 	WV	 	 	26354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	569.	 	9201 Joy Lane
	 	Bridgeport	 	WV	 	 	26330	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	570.	 	1500 Oregon Ave.
	 	Fairmont	 	WV	 	 	26554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	571.	 	1616 Mileground Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	572.	 	49 Scenic Wood Lane
	 	Monongah	 	WV	 	 	26554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	573.	 	254 Scott Avenue Annex
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	574.	 	2200 Industrial Park
	 	Morgantown	 	WV	 	 	26501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	575.	 	100 Hershman Village Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	576.	 	Westover Exit off I-79
	 	Morgantown	 	WV	 	 	26501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	577.	 	3 Errett Rodgers Drive
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	578.	 	2161 Smithtown Rd
	 	Morgantown	 	WV	 	 	26508	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	579.	 	2918 Point Marion Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	580.	 	Secondary Route 250/3
	 	Philippi	 	WV	 	 	26416	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	581.	 	1000 Venture Drive
	 	Morgantown	 	WV	 	 	26508	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	582.	 	290 State Farm Road
	 	Grafton	 	WV	 	 	26354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	583.	 	700 Elmwood Lane
	 	Stonewood	 	WV	 	 	26301	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	584.	 	3900 Industrial Park Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	585.	 	100 Rock Forge Lane
	 	Dellslow	 	WV	 	 	26531	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	586.	 	99 Knob Street
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	587.	 	CR 50/4 (Cherry Camp Run)
	 	Bristol	 	WV	 	 	26332	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	588.	 	CR 50/4 (Cherry Camp Run)
	 	Bristol	 	WV	 	 	26332	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	589.	 	73/1 Chestnut Ridge Road
	 	Bruceton Mills	 	WV	 	 	26525	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	590.	 	9120 Vine Street
	 	Shinnston	 	WV	 	 	26431	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	591.	 	9120 Vine Street
	 	Shinnston	 	WV	 	 	26431	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	592.	 	3650 Smithtown Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	593.	 	County Road 43/1
	 	Osage	 	WV	 	 	26543	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	594.	 	117 A Suds Run Road
	 	Mount Claire	 	WV	 	 	26408	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	595.	 	Goodwill Hill Road
	 	Morgantown	 	WV	 	 	26505	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	596.	 	One Freeman Hill Road
	 	Bridgeport	 	WV	 	 	26330	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	597.	 	226 Guston Road
	 	Morgantown	 	WV	 	 	26501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	598.	 	900 West Jackson Street
	 	Westover	 	WV	 	 	26501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	599.	 	50 Middleton Rd.
	 	Fairmont	 	WV	 	 	26554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	600.	 	Box 667A, Rt 6, Davissons Run
	 	Clarksburg	 	WV	 	 	23601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	601.	 	Marion County Route 73/5
	 	Fairmont	 	WV	 	 	26554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	602.	 	9101 Jarvisville Road
	 	Salem	 	WV	 	 	26426	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	603.	 	County Road 128
	 	Caldwell	 	OH	 	 	43724	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	604.	 	4987 Spanson Drive
	 	Uhrichsville	 	OH	 	 	44683	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	605.	 	11206 Stone Creek Road
	 	Newscomerstown	 	OH	 	 	43832	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	606.	 	11135 Seneca Lane
	 	Byesville	 	OH	 	 	73723	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	607.	 	Route 22 NE
	 	Cadiz	 	OH	 	 	43997	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	608.	 	44955 County Road 60
	 	Caldwell	 	OH	 	 	43724	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	609.	 	62707 Marrietta Road
	 	Cambridge	 	OH	 	 	43725	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	610.	 	61587 Southgate Rd
	 	Byesville	 	OH	 	 	43725	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	611.	 	2162 Goshen Hill Road SE
	 	New Philadelphia	 	OH	 	 	44663	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	612.	 	7540 Fort Laurens Road
	 	Strasburg	 	OH	 	 	44680	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	613.	 	Summit Twp Road 272
	 	Lewisville	 	OH	 	 	43754	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	614.	 	2250 Red Hill Road
	 	Dover	 	OH	 	 	44663	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	615.	 	5080 Cass Irish Road
	 	Dresden	 	OH	 	 	43725	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	616.	 	540 Asbury Chapel Road
	 	Hopewell	 	OH	 	 	43746	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	617.	 	525 Chapel Hill Road
	 	Zanesville	 	OH	 	 	43701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	618.	 	9567 Bell Road
	 	Cambridge	 	OH	 	 	43725	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	619.	 	709 Military Road
	 	Zanesville	 	OH	 	 	43701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	620.	 	County Road 65
	 	New Concord	 	OH	 	 	43762	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	621.	 	1436 Stone Creek Road SW
	 	New Philadelphia	 	OH	 	 	44663	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	622.	 	1456 Ridge Road NE
	 	New Philadelphia	 	OH	 	 	44663	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	623.	 	220 Park Hill Drive
	 	Newcomerstown	 	OH	 	 	43832	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	624.	 	Off of Township Road 8368
	 	Kimbolton	 	OH	 	 	43749	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	625.	 	140 Spry Road
	 	Zanesville	 	OH	 	 	43701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	626.	 	64393 Range Road
	 	Lake City	 	OH	 	 	43755	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	627.	 	5046 Post Boy Road
	 	New Comerstown	 	OH	 	 	43822	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	628.	 	22309 Bridgewater
	 	Quaker City	 	OH	 	 	43773	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	629.	 	53451 Seneca Lake Road
	 	Senecaville	 	OH	 	 	43780	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	630.	 	15568 Hatchery Road
	 	Senecaville	 	OH	 	 	43780	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	631.	 	2650 Darlington Drive
	 	Zanesville	 	OH	 	 	43701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	632.	 	3971 Williams Lake Road
	 	Stone Creek	 	OH	 	 	43840	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	633.	 	2643 Zutavern Church Road, SW
	 	Strasburg	 	OH	 	 	44680	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	634.	 	225 Hillcrest Drive, NW
	 	Sugarcreek	 	OH	 	 	44681	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	635.	 	Township Hwy 297
	 	Caldwell	 	OH	 	 	43724	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	636.	 	65957 Read Road
	 	Cambridge	 	OH	 	 	43725	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	637.	 	8475 Moravian Trail
	 	Dennison	 	OH	 	 	44621	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	638.	 	1100 Blandy Avenue
	 	Zanesville	 	OH	 	 	43701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	639.	 	53506 Old Infirmary Road
	 	Pleasant City	 	OH	 	 	43772	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	640.	 	1030 Market Street
	 	Logan	 	OH	 	 	43138	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	641.	 	3150 Panther Drive
	 	New Lexington	 	OH	 	 	43764	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	642.	 	426 E. Exchange
	 	Jerseyville	 	IL	 	 	62052	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	643.	 	306 Highway M38
	 	Baraga	 	MI	 	 	49908	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	644.	 	15801 East Shore Rd.
	 	Bergland	 	MI	 	 	49910	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	645.	 	N2035 County Road, KCH
	 	Big Bay	 	MI	 	 	49808	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	646.	 	N2124 Rangeline Road
	 	Menominee	 	MI	 	 	49858	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	647.	 	57167 Rockland St.
	 	Calumet	 	MI	 	 	49913	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	648.	 	County Road FFB
	 	Champion	 	MI	 	 	49814	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	649.	 	5 S 7th Street
	 	Crystal Falls	 	MI	 	 	49920	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	650.	 	1005 Co. Road 510
	 	Negaunee	 	MI	 	 	49866	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	651.	 	Siitonen Farm Road
	 	Allouez	 	MI	 	 	49913	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	652.	 	750 M-35 West
	 	Gwinn	 	MI	 	 	49841	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	653.	 	49567 Blesent Road
	 	Hancock	 	MI	 	 	49930	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	654.	 	W1897 Harbor Point Road
	 	Wallace	 	MI	 	 	49893	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	655.	 	W 550 Vesser Road
	 	Harris	 	MI	 	 	49845	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	656.	 	Lystila Road -1 Mile SWt of Herman
	 	Herman	 	MI	 	 	49908	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	657.	 	47231 N. Paradise Road
	 	Huronton	 	MI	 	 	49931	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	658.	 	1602 EB Street
	 	Iron Mountain	 	MI	 	 	49801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	659.	 	Bates Tower
Road, 0.6 km S of Hwy 2, 6 km O of Iro
	 	Iron River	 	MI	 	 	49935	 	 	Leased
	 	 	
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	660.	 	75 Reagan Ave.
	 	Iron River	 	MI	 	 	49935	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	661.	 	Range Comm Tower
	 	Bessemer	 	MI	 	 	49911	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	662.	 	650 Cliffs Drive
	 	Negaunee	 	MI	 	 	49866	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	663.	 	150 Malton Rd
	 	Ishpeming	 	MI	 	 	49849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	664.	 	620 N. Hopper Street
	 	Kingsford	 	MI	 	 	49802	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	665.	 	Building
154, Calumet Air Force Station
	 	Lake Gratiot	 	MI	 	 	49908	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	666.	 	Building
154, Calumet Air Force Station
	 	Lake Gratiot	 	MI	 	 	49908	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	667.	 	214 North Front Street
	 	Marquette	 	MI	 	 	49855	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	668.	 	M-35, Lathrop
	 	Rock	 	MI	 	 	49880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	669.	 	Pine Street
	 	Marenisco	 	MI	 	 	49947	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	670.	 	602 County Road 553
	 	Marquette	 	MI	 	 	49855	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	671.	 	602 County Road 553
	 	Marquette	 	MI	 	 	49855	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	672.	 	1002 Wright Street
	 	Marquette	 	MI	 	 	49855	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	673.	 	Midway Industrial Park Drive
	 	Negaunee	 	MI	 	 	49866	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	674.	 	1800 36th Avenue
	 	Menominee	 	MI	 	 	49858	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	675.	 	N1890 Briar Mountain Road
	 	Norway	 	MI	 	 	49870	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	676.	 	42251 N., No. 7 Dry Flats Road
	 	Painesdale	 	MI	 	 	49955	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	677.	 	1/2 mi NW
	 	Rockland	 	MI	 	 	49953	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	678.	 	SR-95
	 	Sagola	 	MI	 	 	49881	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	679.	 	1100 North Sporley Lake Road
	 	Little Lake	 	MI	 	 	49841	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	680.	 	1100 North Sporley Lake Road
	 	Little Lake	 	MI	 	 	49841	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	681.	 	E. Johnson Road & Hwy. 41
	 	Skandia	 	MI	 	 	49885	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	682.	 	W4052 County Road 360
	 	Stephenson	 	MI	 	 	49813	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	683.	 	455 North Superior Ave.
	 	Baraga	 	MI	 	 	49908	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	684.	 	E24275 Old U.S. 2 East
	 	Watersmeet	 	MI	 	 	49969	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	685.	 	316 yrds West of SR-95 going south
	 	Republic	 	MI	 	 	49879	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	686.	 	3521 Mill Street SE
	 	Bemidji	 	MN	 	 	56601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	687.	 	1427 Norton Ave. NW
	 	Bemidji	 	MN	 	 	56601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	688.	 	CR 405 & Summac Road
	 	Bemidji	 	MN	 	 	56601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	689.	 	Forest RT 2436
	 	Blackduck	 	MN	 	 	56630	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	690.	 	134 Lomen Ave. SE
	 	Solway	 	MN	 	 	56678	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	691.	 	1200 Ottum Road
	 	Bigfork	 	MN	 	 	55628	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	692.	 	2nd Road (end of road)
	 	Calumet	 	MN	 	 	55716	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	693.	 	1435 County Road
	 	Coleraine	 	MN	 	 	55722	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	694.	 	494 County Road 139
	 	Deer River	 	MN	 	 	56636	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	695.	 	2515 US Hwy 2
	 	Grand Rapids	 	MN	 	 	55744	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	696.	 	935 NW 6th Ave.
	 	Grand Rapids	 	MN	 	 	55744	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	697.	 	3550 S. Hwy. 169
	 	Grand Rapids	 	MN	 	 	55744	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	698.	 	1618 Highway 71
	 	International Falls	 	MN	 	 	56649	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	699.	 	352 15th Street
	 	International Falls	 	MN	 	 	56649	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	700.	 	4600 Highway 217
	 	Little Fork	 	MN	 	 	56653	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	701.	 	1386 County Road 48
	 	Marcell	 	MN	 	 	55744	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	702.	 	County Road 4 & Forest Road 3197
	 	Max	 	MN	 	 	56681	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	703.	 	12271 Hwy 71
	 	Northhome	 	MN	 	 	56661	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	704.	 	20374 US2
	 	Warba	 	MN	 	 	55793	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	705.	 	CR 106
	 	Two Harbors	 	MN	 	 	55616	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	706.	 	365 Old Ski Hill Road
	 	Grand Marais	 	MN	 	 	55604	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	707.	 	21 Shop Hill Road
	 	Silver Bay	 	MN	 	 	55614	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	708.	 	984 Scenic Drive
	 	Two Harbors	 	MN	 	 	55616	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	709.	 	5861 Hope Road SE
	 	Nelson	 	MN	 	 	56355	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	710.	 	5861 Hope Road SE
	 	Nelson	 	MN	 	 	56355	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	711.	 	720 Hawthorne Street
	 	Alexandria	 	MN	 	 	56308	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	712.	 	936 NW 6th Ave.
	 	Alexabdria	 	MN	 	 	56308	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	713.	 	1095 210th Ave. SW
	 	Appleton	 	MN	 	 	56208	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	714.	 	18685 210th Street
	 	Audubon	 	MN	 	 	56511	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	715.	 	15988 County Hwy. 59
	 	Vining	 	MN	 	 	56588	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	716.	 	10th Street SE
	 	Benson	 	MN	 	 	56215	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	717.	 	Rural Route 1
	 	Breckenridge	 	MN	 	 	56520	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	718.	 	Rt. 5 Box 173
	 	Fergus Falls	 	MN	 	 	56537	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	719.	 	25120 State Hwy. 29
	 	Henning	 	MN	 	 	56551	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	720.	 	Detroit Mountain Road
	 	Detroit Lakes	 	MN	 	 	56501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	721.	 	916 8th Street SE
	 	Detroit Lakes	 	MN	 	 	56501	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	722.	 	394 W. Clark Street
	 	Eagle Bend	 	MN	 	 	56446	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	723.	 	Box 953
	 	Elbow Lake	 	MN	 	 	56531	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	724.	 	8783 Green Acre Road NW
	 	Evansville	 	MN	 	 	56326	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	725.	 	8783 Green Acre Road NW
	 	Evansville	 	MN	 	 	56326	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	726.	 	24591 190th Ave.
	 	Fergus Falls	 	MN	 	 	56537	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	727.	 	226 E. Washington
	 	Fergus Falls	 	MN	 	 	56538	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	728.	 	1010 Redwood Lane
	 	Fergus Falls	 	MN	 	 	56537	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	729.	 	50921 Black Diamond Road
	 	Frazee	 	MN	 	 	56544	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	730.	 	4320 County Rd. 22 NW
	 	Garfield	 	MN	 	 	56332	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	731.	 	CR 18 & TWP Road 183
	 	Starbuck	 	MN	 	 	56334	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	732.	 	20812 120 Street
	 	Glenwood	 	MN	 	 	56334	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	733.	 	RR1, Box 68A
	 	Hoffman	 	MN	 	 	56339	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	734.	 	8421 CO RD 27 SW
	 	Alexandria	 	MN	 	 	56308	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	735.	 	29149 410th st
	 	Dent	 	MN	 	 	56528	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	736.	 	3027 3rd Street
	 	Lake Park	 	MN	 	 	56554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	737.	 	4.1 km SW of
US 71 & SR 287 SWW of Long Prairie
	 	Long Prairie	 	MN	 	 	56347	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	738.	 	Rural Route 4, Box 175
	 	Long Prairie	 	MN	 	 	56347	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	739.	 	2.3 KM NW of
Int. of US-59 & SR28 N of Morris
	 	Morris	 	MN	 	 	56267	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	740.	 	35087 Highway 10
	 	Motley	 	MN	 	 	56466	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	741.	 	35175 State Highway 106
	 	New York Mills	 	MN	 	 	56567	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	742.	 	18951 Sportsman Rd
	 	Audubon	 	MN	 	 	56511	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	743.	 	49499 Hwy 34
	 	Osage	 	MN	 	 	56570	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	744.	 	RR 1, Box 400
	 	Richville	 	MN	 	 	56576-9783	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	745.	 	RR 3 Box 366
	 	Parkers Prairie	 	MN	 	 	56361-9403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	746.	 	RT 1 Box 355
	 	Vergas	 	MN	 	 	56587	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	747.	 	19320 510th Street
	 	Pelican Rapids	 	MN	 	 	56572	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	748.	 	1/2 MI NW of Pelican Rapids
	 	Pelican Rapids	 	MN	 	 	56572	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	749.	 	CR 53 (1.3 mi N of Richdale)
	 	New York Mills	 	MN	 	 	56567	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	750.	 	41732 Hwy 78
	 	Perham	 	MN	 	 	56573	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	751.	 	35600 Street Hwy. 34
	 	Detroit Lakes	 	MN	 	 	56501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	752.	 	34393 Co Hwy. 21
	 	Rothsay	 	MN	 	 	56579	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	753.	 	County Hwy 9
	 	Sebeka	 	MN	 	 	56477	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	754.	 	2.5 km NWW
of int. SR-27 & 28/ 7.8 NNW of Swanville
	 	Swansville	 	MN	 	 	56382	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	755.	 	2204 County Highway 37
	 	Detroit Lakes	 	MN	 	 	56501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	756.	 	SR 210
	 	Underwood	 	MN	 	 	56586	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	757.	 	CR 1 & CR 107
	 	Wadena	 	MN	 	 	56482	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	758.	 	103 Jefferson St. N
	 	Wadena	 	MN	 	 	56482	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	759.	 	RR 2 Box 56
	 	Sauk Center	 	MN	 	 	56378	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	760.	 	C R 86 - off of 18
	 	Aitkin	 	MN	 	 	56431	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	761.	 	35456 422nd Place
	 	Aitkin	 	MN	 	 	56431	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	762.	 	28697 State RT 34
	 	Akeley	 	MN	 	 	56433	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	763.	 	557-44th Street SW
	 	Backus	 	MN	 	 	56435	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	764.	 	.16 km SE from Jct of CR13 on CR6/ 1.5 km W
	 	Barnum	 	MN	 	 	55707	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	765.	 	9864 70th Ave.
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	766.	 	1800 Industrial Park Road
	 	Baxter	 	MN	 	 	56425	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	767.	 	15042 Inglewood Drive
	 	Baxter	 	MN	 	 	56425	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	768.	 	12233 Hwy. 18E
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	769.	 	16352 Crooked Lake Road
	 	Deerwood	 	MN	 	 	56444	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	770.	 	1st Ave West .8 mi S of US Hwy. 2
	 	Bena	 	MN	 	 	56626	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	771.	 	NM 1/4 of
the SE 1/4 of Section 17, Township 143N,
	 	Walker	 	MN	 	 	56473	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	772.	 	2801 Oak Ridge Road, SE
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	773.	 	2801 Oak Ridge Road, SE
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	774.	 	1559 Highway 210 NE
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	775.	 	101 13th Street
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	776.	 	723 Todd Street
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	777.	 	NE of int. Wildwood Ln & CR11
	 	Pequot Lakes	 	MN	 	 	56472	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	778.	 	Douglas Road
	 	Carlton	 	MN	 	 	55718	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	779.	 	15470 State RT 371
	 	Cass Lake	 	MN	 	 	56633	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	780.	 	1102 Olympic Drive
	 	Cloquet	 	MN	 	 	55702	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	781.	 	277 Highway 33
	 	Cloquet	 	MN	 	 	55720	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	782.	 	885 County Road
	 	Cromwell	 	MN	 	 	55726	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	783.	 	21515 Bergren Road
	 	Ironton	 	MN	 	 	56455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	784.	 	1073 1st Street SW
	 	Crosby	 	MN	 	 	56441	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	785.	 	31353 E. Horseshoe Lake Road
	 	Crosby	 	MN	 	 	56441	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	786.	 	35910 County Rd 66
	 	Crosslake	 	MN	 	 	56442	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	787.	 	CR32 and Fleming
	 	Askov	 	MN	 	 	55704	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	788.	 	6207 Hwy. 371 North
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	789.	 	HCR Rt 2 Box 86
	 	Emily	 	MN	 	 	56537	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	790.	 	165 Mattson Road
	 	Esko	 	MN	 	 	55733	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	791.	 	109 268th Street
	 	Fort Ripley	 	MN	 	 	56449	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	792.	 	Adams and Hayes Street
	 	Garrison	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	793.	 	44422 Timber Trail Road
	 	Onamia	 	MN	 	 	56359	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	794.	 	10458 County Road 1 SW
	 	Pillager	 	MN	 	 	56473	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	795.	 	11120 East Gull Lake Drive
	 	Baxter	 	MN	 	 	5642	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	796.	 	41486 350th Place
	 	Aitkin	 	MN	 	 	56431	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	797.	 	2374 Highway 371 NW
	 	Hackensack	 	MN	 	 	56452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	798.	 	56166 US Hwy 169
	 	Palisade	 	MN	 	 	56469	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	799.	 	100 Quanda Road
	 	Hill City	 	MN	 	 	55748	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	800.	 	Route 1, Box 2132
	 	Hinckley	 	MN	 	 	55037	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	801.	 	County Highway 115
	 	Straight River	 	MN	 	 	56464	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	802.	 	39722 10th Avenue
	 	Isle	 	MN	 	 	56342	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	803.	 	27362 State Hwy. 210
	 	Aitkin	 	MN	 	 	56431	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	804.	 	SW Kabekona Corner, Laporte Cite
	 	Lake George	 	MN	 	 	56458	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	805.	 	Township Road No. 30
	 	Spalding	 	MN	 	 	55760	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	806.	 	County Road 57
	 	Lawler	 	MN	 	 	55760	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	807.	 	Route 5, Box 26A
	 	Little Falls	 	MN	 	 	56345	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	808.	 	CR 7 about 8.2mi E of Longville
	 	Backus	 	MN	 	 	56435	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	809.	 	2827 CR 4
	 	Barnum	 	MN	 	 	55707	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	810.	 	31637 230th Street
	 	Malmo	 	MN	 	 	56431	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	811.	 	RT 18 and 20
	 	Finlayson	 	MN	 	 	55735	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	812.	 	Rt 25 and Long Lake
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	813.	 	Section 6, Twp. 40, Range 20
	 	Hinckley	 	MN	 	 	55037	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	814.	 	4350 Halgren Rd.
	 	Moose Lake	 	MN	 	 	55767	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	815.	 	1725 Old Highway 23N
	 	Ogilvie	 	MN	 	 	56438	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	816.	 	2023 Highway 23
	 	Mora	 	MN	 	 	55051	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	817.	 	1823 Lower Roy Lake Road
	 	Nisswa	 	MN	 	 	56468	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	818.	 	410 East River Road
	 	Brainerd	 	MN	 	 	56401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	819.	 	Hwy. 169 & Tamarac
	 	Onamia	 	MN	 	 	56359	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	820.	 	1003 W. Hwy. 27
	 	Onamia	 	MN	 	 	56359	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	821.	 	185th Ave. (Rt. 3 Box 17)
	 	Park Rapids	 	MN	 	 	56470	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	822.	 	212 West 2nd Street
	 	Park Rapids	 	MN	 	 	56470	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	823.	 	12873 County Road 32
	 	Park Rapids	 	MN	 	 	56470	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	824.	 	9020 County Rd. 18
	 	Baxter	 	MN	 	 	56425	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	825.	 	30925 2nd Street
	 	Pequot Lakes	 	MN	 	 	56472	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	826.	 	25839 Old Mill Road
	 	Merrifield	 	MN	 	 	56465	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	827.	 	26748 163rd Street
	 	Pierz	 	MN	 	 	56364	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	828.	 	.7 km NNW of int. of CR101 & on
	 	Staples	 	MN	 	 	56479	 	 	Leased
	 	 	Birch Hill Road
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	829.	 	Rt. 2 Box 264
	 	Pine City	 	MN	 	 	55063	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	830.	 	Fire # S1888
	 	Pine River	 	MN	 	 	56474	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	831.	 	8756 215th Street
	 	Randall	 	MN	 	 	56475	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	832.	 	MN Trunk Highway 200
	 	Remer	 	MN	 	 	56672	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	833.	 	6571 State Hwy 200 NE
	 	Remer	 	MN	 	 	56672	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	834.	 	16130 Hwy. 210
	 	West Ironton	 	MN	 	 	56455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	835.	 	205 Chestnut Street
	 	Royalton	 	MN	 	 	56373	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	836.	 	27377 US Highway 169
	 	Onamia	 	MN	 	 	56359	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	837.	 	6403 Turtle Road
	 	Finlayson	 	MN	 	 	55735	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	838.	 	25085 Nurses Road
	 	Sanstone	 	MN	 	 	55072	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	839.	 	2235 Mission Road
	 	Cloquet	 	MN	 	 	55720	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	840.	 	2296 US Hwy 2 NW
	 	Cass Lake	 	MN	 	 	56633	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	841.	 	8480 100th Avenue
	 	Little Falls	 	MN	 	 	56354	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	842.	 	26951 490 Street
	 	Staples	 	MN	 	 	56479	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	843.	 	2400’ SSW from int. of SR-210
	 	Sylvan	 	MN	 	 	56473	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	844.	 	4524 44th Street
	 	Hackensack	 	MN	 	 	56452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	845.	 	510 Tower Road
	 	Upsala	 	MN	 	 	56384	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	846.	 	401 Tower Ave.
	 	Walker	 	MN	 	 	56484	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	847.	 	3080 Walters Road
	 	Willow River	 	MN	 	 	55795	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	848.	 	2010 E. 7th Ave.
	 	Duluth	 	MN	 	 	55803	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	849.	 	3546 Haines Road
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	850.	 	5294 Rice Lake Road
	 	Duluth	 	MN	 	 	55803	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	851.	 	County Road 467 (Heino Road)
	 	Angora	 	MN	 	 	55703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	852.	 	5139 Arnold Road
	 	Duluth	 	MN	 	 	55803	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	853.	 	4402 Rice Lake Road
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	854.	 	8217 East CR-L
	 	Lake Nebagamon	 	WI	 	 	54849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	855.	 	3301 Belknap Street
	 	Superior	 	WI	 	 	54889	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	856.	 	6332 Hwy. 1 94
	 	Saginaw	 	MN	 	 	55779	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	857.	 	3107 Tower Ave.
	 	Superior	 	WI	 	 	54880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	858.	 	325 South Lake Avenue
	 	Duluth	 	MN	 	 	55802	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	859.	 	3051 Hwy.
53, Anchor Lake Forest Road
	 	Central Lakes	 	MN	 	 	55734	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	860.	 	Hwy. 35 - 40.2 km S of Superior
	 	Foxboro	 	WI	 	 	54836	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	861.	 	3780 London Rd
	 	Duluth	 	MN	 	 	55804	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	862.	 	100 Elizabeth Street
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	863.	 	4th Ave. NE 9 1/2 NE
	 	Chisolm	 	MN	 	 	55719	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	864.	 	512 Skyline Boulevard
	 	Cloquet	 	MN	 	 	55720	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	865.	 	401 North Highway 33
	 	Cloquet	 	MN	 	 	55720	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	866.	 	2801 East 4th Street
	 	Duluth	 	MN	 	 	55812	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	867.	 	9632 Ashwa Road
	 	Cook	 	MN	 	 	55723	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	868.	 	.5 KM NNW of
junct CR973 & US 53, .1 km N of Cotto
	 	Cotton	 	MN	 	 	55724	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	869.	 	7475 Crane Lake Road
	 	Crane Lake	 	MN	 	 	55725	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	870.	 	416 West 10th Street
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	871.	 	4418 Haines Road
	 	Duluth	 	MN	 	 	55811	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	872.	 	4901 Grand Avenue
	 	Duluth	 	MN	 	 	55807	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	873.	 	2D Avenue
	 	Ely	 	MN	 	 	55731	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	874.	 	7.5 km N of Aurora
	 	Embarrass	 	MN	 	 	55732	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	875.	 	902 Elba Ave.
	 	Eveleth	 	MN	 	 	55734	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	876.	 	Highway 73 & RT 2
	 	Floodwood	 	MN	 	 	55736	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	877.	 	4861 Lindahl Road
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	878.	 	NR Lookout
tower 1.6 km N Hwy. 53, 1 mile North o	 	Orr	 	MN	 	 	55771	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	879.	 	Fire # 9951E Williams Drive
	 	Gordon	 	WI	 	 	54838	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	880.	 	4443 Brandon Road
	 	Brookston	 	MN	 	 	55711	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	881.	 	5049 South Sam Anderson Road
	 	South Range	 	WI	 	 	54874	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	882.	 	Hawk Circle Drive
	 	Hermantown	 	MN	 	 	55810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	883.	 	5250 Cameron Road
	 	Hermantown	 	MN	 	 	55810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	884.	 	3621 Tower Road
	 	Hibbing	 	MN	 	 	55744	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	885.	 	East Park Drive
	 	Hibbing	 	MN	 	 	55746	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	886.	 	1210 1st. Ave.
	 	Hibbing	 	MN	 	 	55746	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	887.	 	Septic Plant Road
	 	Hoyt Lakes	 	MN	 	 	55750	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	888.	 	1.6 KM W of Hwy. 53 along Rt 8
	 	Independence	 	MN	 	 	55779	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	889.	 	County Road 44
	 	Duluth	 	MN	 	 	55802	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	890.	 	3 mi W of
Hwy. 53, Kabetogama Township, MN or 3046	 	Kinmount	 	MN	 	 	55771	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	891.	 	1276 Shilhon Road
	 	Knife River	 	MN	 	 	55609	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	892.	 	11550 E. Industrial Park Rd.
	 	Lake Nebagamon	 	WI	 	 	54849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	893.	 	2102 Trinity Road
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	894.	 	1525 Woodcrest Drive
	 	Duluth	 	MN	 	 	55803-3605	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	895.	 	4628 Pitt Street
	 	Duluth	 	MN	 	 	55804	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	896.	 	2011 West 2nd Street
	 	Duluth	 	MN	 	 	55816-0900	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	897.	 	4960 S Dump Road
	 	Maple	 	WI	 	 	54854	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	898.	 	2475 S Wieberg Point Road
	 	Markham	 	MN	 	 	55763	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	899.	 	5600 Maple Hill Road
	 	Duluth	 	MN	 	 	55810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	900.	 	1408 Maple Grove Road
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	901.	 	6389 Tower Road
	 	Duluth	 	MN	 	 	55803	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	902.	 	3500 Lester River Road
	 	Lakewood	 	MN	 	 	55804	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	903.	 	12907 Palmquist Road
	 	Orr	 	MN	 	 	55771	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	904.	 	2553 E. Gogebic Street
	 	Superior	 	WI	 	 	54880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	905.	 	4741 East County Highway B
	 	Superior	 	WI	 	 	54880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	906.	 	4787 Midway Road
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	907.	 	1620 Lavaque Road
	 	Duluth	 	MN	 	 	55810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	908.	 	2 Foxtrail Ave.
	 	Duluth	 	MN	 	 	55810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	909.	 	1602 London Road
	 	Duluth	 	MN	 	 	55812	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	910.	 	CR - 65 Green Rock Road
	 	Hibbing	 	MN	 	 	55746	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	911.	 	US-53
	 	Solon Springs	 	WI	 	 	54873	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	912.	 	9315 Westgate Blvd
	 	Duluth	 	MN	 	 	55810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	913.	 	1200 Kenwood Ave.
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	914.	 	100 North Central Avenue
	 	Duluth	 	MN	 	 	55807	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	915.	 	S Grand Road
	 	South Range	 	WI	 	 	54874	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	916.	 	1901 Winter St
	 	Superior	 	WI	 	 	54880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	917.	 	1316 North 14th Street
	 	Superior	 	WI	 	 	54880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	918.	 	2328 14th Street
	 	Superior	 	WI	 	 	54480	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	919.	 	1507 North 1st Street
	 	Superior	 	WI	 	 	54880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	920.	 	North 5th and Bayfront
	 	Superior	 	WI	 	 	54880	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	921.	 	4700 Albany Ave.
	 	Superior	 	WI	 	 	54880	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	922.	 	11 East Superior Street, suite 430
	 	Duluth	 	MN	 	 	55802	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	923.	 	Hwy. 169 N, Lee Mine Road
	 	Tower	 	MN	 	 	55790	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	924.	 	222 N. 2nd Ave. E
	 	Duluth	 	MN	 	 	55816	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	925.	 	239 Canosia
	 	Duluth	 	MN	 	 	55811	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	926.	 	550 3rd Ave North
	 	Virginia	 	MN	 	 	55792	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	927.	 	Moore Drive, Midway Hill
	 	Virginia	 	MN	 	 	55792	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	928.	 	6380 Hwy. 53
	 	Virginia	 	MN	 	 	55792	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	929.	 	Minneapolis Ave. & Mankato St.
	 	Duluth	 	MN	 	 	55802	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	930.	 	1585 Highway 46
	 	Balsam Lake	 	WI	 	 	54810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	931.	 	1585 Highway 46
	 	Balsam Lake	 	WI	 	 	54810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	932.	 	11 11 34 Street
	 	Barron	 	WI	 	 	54812	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	933.	 	1216 Memorial Drive
	 	Barron	 	WI	 	 	54812	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	934.	 	Sucker Creek Road
	 	Birchwood	 	WI	 	 	54817	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	935.	 	3 MI SE on 11 3/4 Avenue
	 	Cameron	 	WI	 	 	54822	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	936.	 	233 Hillcrest Drive
	 	Cameron	 	WI	 	 	54822	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	937.	 	1468 Leonard Street
	 	St. Croix Falls	 	WI	 	 	54024	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	938.	 	2307 7-1/2 Street
	 	Chetek	 	WI	 	 	54728	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	939.	 	1.5 Miles SW on Hwy. G
	 	Cumberland	 	WI	 	 	54829	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	940.	 	1115 Marshall St.
	 	Cumberland	 	WI	 	 	54829	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	941.	 	2125 12 1/2 Street
	 	Cumberland	 	WI	 	 	54829	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	942.	 	3 miles NE of Hwy. 77
	 	Danbury	 	WI	 	 	54830	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	943.	 	310th Ave. & 130th Street
	 	Frederic	 	WI	 	 	54837	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	944.	 	110 Tower Rd
	 	Grantsburg	 	WI	 	 	54840	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	945.	 	2874 20th Street
	 	Rice Lake	 	WI	 	 	54868	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	946.	 	10240 Tower Road
	 	Hayward	 	WI	 	 	54843	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	947.	 	24675 Bashaw Lake Road
	 	Hertel	 	WI	 	 	54845	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	948.	 	2640 25th Ave.
	 	Rice Lake	 	WI	 	 	54868	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	949.	 	W5775 Hwy. 53
	 	Minong	 	WI	 	 	54859	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	950.	 	5598 State Road
	 	Webster	 	WI	 	 	54893	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	951.	 	2016 18 3/4 Street
	 	Rice Lake	 	WI	 	 	54868	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	952.	 	SW Corner of
Coleman St./College Drive
	 	Rice Lake	 	WI	 	 	54868	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	953.	 	2860 20th Ave
	 	Rice Lake	 	WI	 	 	54868	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	954.	 	County V
	 	Ridgeland	 	WI	 	 	54763	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	955.	 	W5786 Heistercamp Road
	 	Shell Lake	 	WI	 	 	54871	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	956.	 	23789 Peterson Road
	 	Siren	 	WI	 	 	54872	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	957.	 	1403 First Street
	 	Spooner	 	WI	 	 	54801	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	958.	 	903 Pine Street
	 	St. Croix Falls	 	WI	 	 	54024	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	959.	 	300 N Adams St
	 	St. Croix Falls	 	WI	 	 	54024	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	960.	 	Stone Lake Road
	 	Stone Lake	 	WI	 	 	54876	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	961.	 	2N9001 US HWY 53
	 	Trego	 	WI	 	 	54888	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	962.	 	1545 83/4 Street
	 	Almena	 	WI	 	 	54805	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	963.	 	Rt 2 Box 744
	 	Ashland	 	WI	 	 	54806	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	964.	 	319 Chapple Ave.
	 	Ashland	 	WI	 	 	54806	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	965.	 	73616 US Hwy 2
	 	Odanah	 	WI	 	 	54861	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	966.	 	1630 N. Highway 40
	 	Bruce	 	WI	 	 	54819	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	967.	 	W1770 Highway 8
	 	Hawkins	 	WI	 	 	54530	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	968.	 	6583 Larsen Road
	 	Couderay	 	WI	 	 	54828	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	969.	 	10426 Bay Ave.
	 	Hayward	 	WI	 	 	54843	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	970.	 	133 Germania Road
	 	Hurley	 	WI	 	 	54534	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	971.	 	Hart Lake Road
	 	Iron River	 	WI	 	 	54847	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	972.	 	Highway 8 West
	 	Ladysmith	 	WI	 	 	54848	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	973.	 	CR MM
	 	Mellen	 	WI	 	 	54546	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	974.	 	4990 Mercer Lake Road
	 	Mercer	 	WI	 	 	54547	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	975.	 	W7522 Hwy. 70
	 	Fifield	 	WI	 	 	54524	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	976.	 	105 North Avon Ave.
	 	Phillips	 	WI	 	 	54555	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	977.	 	1859 Danialson Road
	 	Ogema	 	WI	 	 	54459	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	978.	 	Maple Hill & Church Corner Roads
	 	Washburn	 	WI	 	 	54891	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	979.	 	9955 Sunnyside Road
	 	Antigo	 	WI	 	 	54409	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	980.	 	1000 W. Peirce Ave.
	 	Antigo	 	WI	 	 	54409	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	981.	 	5374 CR “H”
	 	Boulder Juntion	 	WI	 	 	54873	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	982.	 	Buckeye Lookout Tower Road
	 	Florence	 	WI	 	 	54121	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	983.	 	1201 East Glenn Tower Road
	 	Crandon	 	WI	 	 	54520	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	984.	 	3910 Tower Road
	 	Eagle River	 	WI	 	 	54521	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	985.	 	412 Wisconsin Street
	 	Eagle River	 	WI	 	 	54521	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	986.	 	1922 Forest Lane
	 	Eagle River	 	WI	 	 	54521	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	987.	 	Lookout Mt. on Hillside Drive
	 	Harrison	 	WI	 	 	54435	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	988.	 	Lookout Mt. on Hillside Drive
	 	Harrison	 	WI	 	 	54435	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	989.	 	Lookout Mt. on Hillside Drive
	 	Harrison	 	WI	 	 	54435	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	990.	 	W9934 State Road 64
	 	Corning	 	WI	 	 	54452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	991.	 	N 11996 Heafford Road
	 	Tomahawk	 	WI	 	 	54487	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	992.	 	County Trunk Highway J
	 	Irma	 	WI	 	 	54442	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	993.	 	Water Tank Chicago Road
	 	Lac Du Flambeau	 	WI	 	 	54538	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	994.	 	SR “B” Near Forest Lake Road
	 	Merrill Lake	 	WI	 	 	54540	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	995.	 	5356 A Street
	 	Laona	 	WI	 	 	54541	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	996.	 	210090 County Rd. W
	 	Winchester	 	WI	 	 	54557	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	997.	 	N3626 Shattuck Street
	 	Medford	 	WI	 	 	54451	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	998.	 	1625 East College Ave.
	 	Medford	 	WI	 	 	54451	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	999.	 	1625 East College Ave.
	 	Medford	 	WI	 	 	54451	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1000.	 	South Nast Road
	 	Merrill	 	WI	 	 	54452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1001.	 	N2681 County Hwy. G
	 	Merrill	 	WI	 	 	54452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1002.	 	501 East St.
	 	Merrill	 	WI	 	 	54452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1003.	 	415 Menominee Street
	 	Minocqua	 	WI	 	 	54548	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1004.	 	1276 SR 8
	 	Monico	 	WI	 	 	54501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1005.	 	2201 Plum Vitae Road
	 	Plum Lake	 	WI	 	 	54560	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1006.	 	W1114 County Highway M
	 	Perkinstown	 	WI	 	 	54451	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1007.	 	2200 Tower Road (N of Rt 17)
	 	Phelps	 	WI	 	 	54554	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1008.	 	5303 Lake Julia Road
	 	Rhinelander	 	WI	 	 	54501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1009.	 	2203 West Birchwood Drive
	 	Rhinelander	 	WI	 	 	54501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1010.	 	St. Germain 50575 1sts &
	 	Eagle River	 	WI	 	 	54521	 	 	Leased
	 	 	Wilderness roads
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1011.	 	7990 Birchwood Drive
	 	St. Germain	 	WI	 	 	54558	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1012.	 	7452 Blackberry Lane
	 	Eagle	 	WI	 	 	54521	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1013.	 	W10778 Summit Lake Road
	 	Summit Lake	 	WI	 	 	54485	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1014.	 	7050 Badagowski Street
	 	Three lake	 	WI	 	 	54562	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1015.	 	N10604 Moodig Road
	 	Tomahawk	 	WI	 	 	54487	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1016.	 	5024 Highway 52
	 	Wabeno	 	WI	 	 	54566	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1017.	 	4577 Hwy. 51
	 	Cassian	 	WI	 	 	54529	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1018.	 	SR 64 & CR “M”
	 	White Lake	 	WI	 	 	54491	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1019.	 	7587 Nose Road
	 	Woodboro	 	WI	 	 	54501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1020.	 	8743 Midlake Road
	 	Woodruff	 	WI	 	 	54568	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1021.	 	5126 Krueger Quarry Road
	 	Abrams	 	WI	 	 	54101	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1022.	 	N4201 Highway 32 N
	 	Shawano	 	WI	 	 	54137	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1023.	 	Hwy. 45 S. of Hwy. 52
	 	Aniwa	 	WI	 	 	54414	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1024.	 	13430 Logan Road
	 	Suring	 	WI	 	 	54174	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1025.	 	N 2280 Highway 47-55
	 	Bonduel	 	WI	 	 	54107	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1026.	 	N 2280 Highway 47-55
	 	Bonduel	 	WI	 	 	54107	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1027.	 	R1030 County Highway R
	 	Cecil	 	WI	 	 	54111	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1028.	 	R1030 County Highway R
	 	Cecil	 	WI	 	 	54111	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1029.	 	W8260 East 12th Road
	 	Coleman	 	WI	 	 	54112	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1030.	 	N6932 US Hwy. 141
	 	Crivitz	 	WI	 	 	54115	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1031.	 	W15560 Partridge Road
	 	Goodman	 	WI	 	 	54125	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1032.	 	N 535 Hwy. 55/47
	 	Keshena	 	WI	 	 	54135	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1033.	 	N 535 Hwy. 55/47
	 	Keshena	 	WI	 	 	54135	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1034.	 	15424 Booth Road
	 	Mountain	 	WI	 	 	54149	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1035.	 	N5199 County Road U
	 	Shawano	 	WI	 	 	53224	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1036.	 	2610 Woleske Road
	 	Marinette	 	WI	 	 	54243	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1037.	 	2610 Woleske Road
	 	Marinette	 	WI	 	 	54243	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1038.	 	1 Stanton Street
	 	Marinette	 	WI	 	 	54143	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1039.	 	9095 Johnson Lane
	 	Oconto Falls	 	WI	 	 	45115	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1040.	 	802 Scherer Streets
	 	Oconto	 	WI	 	 	54153	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1041.	 	W8998 Pembine-Beecher Road
	 	Beecher	 	WI	 	 	51456	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1042.	 	R1020 Church Road
	 	Peshtigo	 	WI	 	 	54157	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1043.	 	N2530 County Highway
	 	Grover	 	WI	 	 	54157	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1044.	 	W 7276 Fralling Lane
	 	Shawano	 	WI	 	 	54166	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1045.	 	W5511 CR BE
	 	Shawano	 	WI	 	 	54116	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1046.	 	N 6315 River Road
	 	Tigerton	 	WI	 	 	54486	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1047.	 	W 7902 Moonshine Hill Road
	 	Middle Inlet	 	WI	 	 	54177	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1048.	 	6188 Webb Road
	 	Wittenberg	 	WI	 	 	54499	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1049.	 	RR 2 Box 52A
	 	Arkansaw	 	WI	 	 	54721	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1050.	 	806 Nordveien Drive
	 	Boyceville	 	WI	 	 	54725	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1051.	 	108 W BremerAvenue
	 	Colfax	 	WI	 	 	54730	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1052.	 	E5595 County Road D
	 	Menomonie	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1053.	 	E5595 County Road D
	 	Menomonie	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1054.	 	N5806 Schlosser Land
	 	Durand	 	WI	 	 	54736	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1055.	 	N6438 906th Street
	 	Elk Mound	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1056.	 	N5794 750th Street
	 	Ellsworth	 	WI	 	 	54011	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1057.	 	E 3355 650th Avenue
	 	Menomonie	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1058.	 	E 3355 650th Avenue
	 	Menomonie	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1059.	 	E1614 640th Avenue
	 	Knapp	 	WI	 	 	54749	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1060.	 	Moline Lane
	 	Pepin	 	WI	 	 	54759	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1061.	 	Tanglewood Road
	 	Menomonie	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1062.	 	Tanglewood Road
	 	Menomonie	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1063.	 	714 17th St. S
	 	Menomonie	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1064.	 	11334 Meadow Hill Road
	 	Menomonie	 	WI	 	 	54751	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1065.	 	90th Street
	 	River Falls	 	WI	 	 	54022	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1066.	 	929 Quarry Road
	 	River Falls	 	WI	 	 	54022	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1067.	 	E9501 110th Ave.
	 	Mondovi	 	WI	 	 	54755	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1068.	 	N9360 County Road F
	 	Boyceville	 	WI	 	 	54725	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1069.	 	N14942 Badger
	 	Abbotsford	 	WI	 	 	54405	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1070.	 	W365 US Hwy 10
	 	Chili	 	WI	 	 	54420	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1071.	 	N5292 County Hwy I
	 	Fairchild	 	WI	 	 	54741	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1072.	 	W2853 County Road “K”
	 	Granton	 	WI	 	 	54436	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1073.	 	W5370 Century Road
	 	Greenwood	 	WI	 	 	54437	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1074.	 	W 11612 Stevens Road
	 	Humbird	 	WI	 	 	54746	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1075.	 	W9249 US Hwy 10
	 	Neillsville	 	WI	 	 	54456	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1076.	 	N13908 Resewood Ave
	 	Withee	 	WI	 	 	54498	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1077.	 	W 3829 State Hwy 29
	 	Owen	 	WI	 	 	54460	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1078.	 	N8987 Romdka Ave
	 	Loyal	 	WI	 	 	54446	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1079.	 	W5002 Ridge Road
	 	Neillsville	 	WI	 	 	54456	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1080.	 	W6168 S Mound Road
	 	Neillsville	 	WI	 	 	54456	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1081.	 	Willow Road and Country Road DD
	 	Owens-Withee	 	WI	 	 	54498	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1082.	 	W9157 County Road
	 	Thorp	 	WI	 	 	54771	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1083.	 	N11665 Hi Line Avenue
	 	Unity	 	WI	 	 	54488	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1084.	 	2326 Western Ave.
	 	Eau Claire	 	WI	 	 	54703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1085.	 	5540 220th Street
	 	Caddot	 	WI	 	 	54727	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1086.	 	402 Water Street
	 	Eau Claire	 	WI	 	 	54703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1087.	 	2805 Bauer Street
	 	Eau Claire	 	WI	 	 	54701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1088.	 	11817 County Hwy. N Road
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1089.	 	1590 Priory Road
	 	Eau Claire	 	WI	 	 	54701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1090.	 	7025 Prill Road
	 	Altoona	 	WI	 	 	54720	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1091.	 	2000 Spooner Ave.
	 	Altoona	 	WI	 	 	54720	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1092.	 	E20280 Sutton Road
	 	Augusta	 	WI	 	 	54722	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1093.	 	5710 Fairway Drive
	 	Bloomer	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1094.	 	5710 Fairway Drive
	 	Bloomer	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1095.	 	6300 270th Street
	 	Cadott	 	WI	 	 	54727	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1096.	 	6 W Grand Avenue
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1097.	 	9900 City Highway Q
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1098.	 	631 Chippewa Street
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1099.	 	E1415 Cedar Road
	 	Eau Claire	 	WI	 	 	54701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1100.	 	204-A Highway 27
	 	Cornell	 	WI	 	 	54732	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1101.	 	702 South Riverside Drive
	 	Cornell	 	WI	 	 	54732	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1102.	 	1048 Mary Lane
	 	Eau Claire	 	WI	 	 	54701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1103.	 	2715 Hogarth Street
	 	Eau Claire	 	WI	 	 	54703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1104.	 	402 Graham Avenue
	 	Eau Claire	 	WI	 	 	54702	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1105.	 	1202 W. Clairmont Ave.
	 	Eau Claire	 	WI	 	 	54701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1106.	 	2610 North 77th Ave.
	 	Eau Claire	 	WI	 	 	54703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1107.	 	639 Water Tank Road
	 	Fall Creek	 	WI	 	 	54742	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1108.	 	300 East Hamilton Ave.
	 	Eau Claire	 	WI	 	 	54701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1109.	 	6 km W of Cornell
	 	Holcombe	 	WI	 	 	54745	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1110.	 	9859 50th Ave.
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1111.	 	4491 195th Street
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1112.	 	12154 40th Ave.
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1113.	 	4601 E. Hamilton Ave.
	 	Eau Claire	 	WI	 	 	54701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1114.	 	5313 Jeffers Road
	 	Eau Claire	 	WI	 	 	54703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1115.	 	2061 180th Street
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1116.	 	4985 Old Town Hall Road
	 	Eau Claire	 	WI	 	 	54701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1117.	 	2224 Merchantile Drive
	 	Eau Claire	 	WI	 	 	54703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1118.	 	1815 Birch St
	 	Eau Claire	 	WI	 	 	54703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1119.	 	W13486 Old Highway D
	 	New Auburn	 	WI	 	 	54757	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1120.	 	13399 Stubble Road
	 	Osseo	 	WI	 	 	54758	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1121.	 	2396 State Hwy. 53
	 	Chippewa Falls	 	WI	 	 	54729	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1122.	 	7378 County Highway G
	 	Stanley	 	WI	 	 	54768	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1123.	 	2777 40th Street
	 	Elk Mound	 	WI	 	 	54739	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1124.	 	1912 Truax Blvd.
	 	Eau Claire	 	WI	 	 	54703	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1125.	 	1217 South 3rd Ave
	 	Wausau	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1126.	 	N110 Brandenburg Ave.
	 	Merrill	 	WI	 	 	54452	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1127.	 	406 Winton Street
	 	Wausau	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1128.	 	1201 E. Ash St.
	 	Abbotsford	 	WI	 	 	54405	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1129.	 	6631 Street Highway 97
	 	Athens	 	WI	 	 	54411	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1130.	 	755 Page Road
	 	Hatley	 	WI	 	 	54440	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1131.	 	7025 Steel Lane
	 	Brokaw	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1132.	 	3511 Camp Phillips Road
	 	Weston	 	WI	 	 	54476	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1133.	 	1 Corporate Way
	 	Wausau	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1134.	 	8205 Gusman Road
	 	Schofield	 	WI	 	 	54476	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1135.	 	8732 County Rd. Ll
	 	Eland	 	WI	 	 	54427	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1136.	 	Pine Road
	 	Hatley	 	WI	 	 	54440	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1137.	 	6703 Ryan Street
	 	Weston	 	WI	 	 	54476	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1138.	 	400 Westwood Drive
	 	Wausau	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1139.	 	1000 Indianhead Drive
	 	Mosinee	 	WI	 	 	54455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1140.	 	1688 Pine Rd.
	 	Mosinee	 	WI	 	 	54455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1141.	 	1898 Rozak Road
	 	Mosinea	 	WI	 	 	54455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1142.	 	1898 Rozak Road
	 	Mosinea	 	WI	 	 	54455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1143.	 	Hwy. 107 & Town Road
	 	Marathon	 	WI	 	 	54448	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1144.	 	1159 W. State Road 153
	 	Mosinee	 	WI	 	 	54455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1145.	 	1159 W. State Road 153
	 	Mosinee	 	WI	 	 	54455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1146.	 	7700 Mosinee Tower Road
	 	Wausau	 	WI	 	 	54401	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1147.	 	3861 East Nick Ave
	 	Kronenwetter	 	WI	 	 	54455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1148.	 	M626 Elm Road, North Marshfield
	 	Marshfield	 	WI	 	 	54449	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1149.	 	H14685 Landing Road
	 	Wausau	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1150.	 	1735 Merrill Avenue
	 	Wausau	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1151.	 	1000 Redtail Lane
	 	Wausau	 	WI	 	 	54402	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1152.	 	675 Ridge Road
	 	Mosinee	 	WI	 	 	54455	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1153.	 	R15463 Ringle Ave.
	 	Ringle	 	WI	 	 	54471	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1154.	 	103 Wilson Ave
	 	Rothschild	 	WI	 	 	54474	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1155.	 	902 Grossman Street
	 	Schofield	 	WI	 	 	54476	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1156.	 	S. 3266 Highway 13 South
	 	Spencer	 	WI	 	 	54479	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1157.	 	3400 Ministry Parkway
	 	Weston	 	WI	 	 	54476	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1158.	 	4704 Townline Road
	 	Wausau	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1159.	 	2700 Stewart Avenue
	 	Wausau	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1160.	 	2700 Stewart Avenue
	 	Wausau	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1161.	 	WRIG Tower Site, Coates Lane
	 	Wausau	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1162.	 	WRIG Tower Site, Coates Lane
	 	Wausau	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1163.	 	221 Scott Street
	 	Wausau	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1164.	 	8315 Stewart Ave.
	 	Wausau	 	WI	 	 	54401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1165.	 	1930 Grand Ave.
	 	Wausau	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1166.	 	2700 West Wausau Avenue
	 	Wausau	 	WI	 	 	54403	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1167.	 	W4512 Pioneer Drive
	 	Edgar	 	WI	 	 	54426	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1168.	 	Summit Avenue
	 	Weston	 	WI	 	 	54476	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1169.	 	Route 44/55
	 	Plattekill	 	NY	 	 	12589	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1170.	 	Route 44/55
	 	Plattekill	 	NY	 	 	12589	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1171.	 	Belleayre Mt.-Kelly Road
	 	Shandaken	 	NY	 	 	12480	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1172.	 	105 Mary’s Ave.
	 	Kingston	 	NY	 	 	12401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1173.	 	9 Rock Hill Drive
	 	Monticello	 	NY	 	 	12701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1174.	 	10 Rapp Road
	 	Monticello	 	NY	 	 	12701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1175.	 	State Route 268
	 	Hancock	 	NY	 	 	13783	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1176.	 	62 Olympus Palace Rd.
	 	Catskill	 	NY	 	 	12414	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1177.	 	572 Mickle Hollow Road
	 	Warnerville	 	NY	 	 	12187	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1178.	 	Box 107 & 108 White Hill Road
	 	Oneonta	 	NY	 	 	13820	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1179.	 	Gersoni Road
	 	Colliersville	 	NY	 	 	13747	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1180.	 	19377 County Highway 17
	 	Roscoe	 	NY	 	 	12776	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1181.	 	Cornish Hill Complex
	 	Cooperstown	 	NY	 	 	13326	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1182.	 	Old Route 17
	 	Roscoe	 	NY	 	 	12776	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1183.	 	Federal Hill Road
	 	Delhi	 	NY	 	 	13753	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1184.	 	1 Court House Square
	 	Delhi	 	NY	 	 	13753	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1185.	 	McCaab Hollow Road
	 	Deposit	 	NY	 	 	13754	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1186.	 	Bush Hill Road
	 	Hancock	 	NY	 	 	13783	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1187.	 	3730 O & W Road
	 	East Branch	 	NY	 	 	13756	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1188.	 	Clark Road
	 	Eldred	 	NY	 	 	12732	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1189.	 	Shaupen Road
	 	Ulster	 	NY	 	 	12487	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1190.	 	Brickman Road
	 	Fallsburg	 	NY	 	 	12789	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1191.	 	254 City Brook Road
	 	Hancock	 	NY	 	 	13783	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1192.	 	5896 State Road 28
	 	Cooperstown	 	NY	 	 	13337	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1193.	 	Route 357
	 	Franlkin	 	NY	 	 	13775	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1194.	 	Murry Road
	 	Kingston	 	NY	 	 	12401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1195.	 	27 Fifield Avenue
	 	Hancock	 	NY	 	 	13783	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1196.	 	27 Fifield Avenue
	 	Hancock	 	NY	 	 	13783	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1197.	 	Reservoir Road
	 	Lloyd	 	NY	 	 	12528	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1198.	 	Dog Hill Road
	 	Maryland	 	NY	 	 	12116	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1199.	 	14433 County Highway 17
	 	East Branch	 	NY	 	 	13756	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1200.	 	120 Harvard Road
	 	Hancock	 	NY	 	 	13756	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1201.	 	231 Sagendorf’s Corners Road
	 	Cobleskill	 	NY	 	 	12043	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1202.	 	430 Hurley Ave.
	 	Hurley	 	NY	 	 	12443	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1203.	 	City Hall Road
	 	Kerhonksen	 	NY	 	 	12446	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1204.	 	300 Enterprise Drive
	 	Kingston	 	NY	 	 	12440	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1205.	 	Florence Street
	 	Kingston	 	NY	 	 	12401	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1206.	 	Highpoint Mountain
	 	Ellenville	 	NY	 	 	12428	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1207.	 	Knack Road
	 	Callicoon	 	NY	 	 	12723	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1208.	 	Revonah Hill Road
	 	Liberty	 	NY	 	 	12754	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1209.	 	24 East Mongaup Road
	 	Liberty	 	NY	 	 	12754	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1210.	 	543 Little Ireland Cross Road
	 	Livingston Manor	 	NY	 	 	12758	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1211.	 	Hunters Lane Road
	 	Middleburgh	 	NY	 	 	12122	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1212.	 	57 Crumheon Lane
	 	Milford	 	NY	 	 	12116	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1213.	 	Hillcrest Avenue
	 	Monticello	 	NY	 	 	12701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1214.	 	10-100 Clearwater Road
	 	New Paltz	 	NY	 	 	12561	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1215.	 	75 South Manheim Blvd.
	 	New Paltz	 	NY	 	 	12561	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1216.	 	Oak Hill Road (4157 State Route 7)
	 	Schoharie	 	NY	 	 	12157	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1217.	 	Route 28
	 	Oneonta	 	NY	 	 	13820	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1218.	 	Route 28
	 	Oneonta	 	NY	 	 	13820	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1219.	 	176 Cemetary Road
	 	Oneonta	 	NY	 	 	13829	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1220.	 	3575 State Hwy. 7
	 	Otego	 	NY	 	 	13825	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1221.	 	122 Mill Street
	 	Richmondville	 	NY	 	 	12149	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1222.	 	10332 Wolf Lake Road
	 	Wurtsboro	 	NY	 	 	12790	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1223.	 	10332 Wolf Lake Road
	 	Wurtsboro	 	NY	 	 	12790	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1224.	 	107 Gulf Road
	 	Roscoe	 	NY	 	 	12776	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1225.	 	Haple Hill Road
	 	Rosendale	 	NY	 	 	12472	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1226.	 	37 Clove Road
	 	Salisbury Mills	 	NY	 	 	12577	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1227.	 	Mt. Airy Road — Route 32
	 	Saugerties	 	NY	 	 	12477	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1228.	 	4 High Street
	 	Saugerties	 	NY	 	 	12477	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1229.	 	Pine Hill Road
	 	Sidney	 	NY	 	 	13838	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1230.	 	Snake Hill Summit
	 	Port Ewen	 	NY	 	 	12466	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1231.	 	27 Service Road
	 	Livingston Manor	 	NY	 	 	12758	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1232.	 	Rd 5 Unadilla
	 	Kilkenny Road	 	NY	 	 	12540	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1233.	 	334 Butternut Road
	 	Unadilla	 	NY	 	 	13849	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1234.	 	Mount Utsayantha Tower Road
	 	Stamford	 	NY	 	 	12167	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1235.	 	49 Wallkill Ave.
	 	Hopewell Junction	 	NY	 	 	12533	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1236.	 	Bear Spring Mountain
	 	Walton	 	NY	 	 	13856	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1237.	 	7 Water St (temp)
	 	Walton	 	NY	 	 	13856	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1238.	 	Rte 209 & Continental Road
	 	Warwarsing	 	NY	 	 	12458	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1239.	 	43 Basin Road
	 	West Hurley	 	NY	 	 	12491	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1240.	 	Old Town Road
	 	White Lake	 	NY	 	 	12701	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1241.	 	Town Road 148
	 	Fallsburg	 	NY	 	 	12733	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1242.	 	Star Route
Box 5, Lutheranville Road
	 	East Worchester	 	NY	 	 	12064	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1243.	 	RS5 Worcester, Smith Road
	 	Worcester	 	NY	 	 	12191	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1244.	 	Davenport Road
	 	Schenevus	 	NY	 	 	12155	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1245.	 	Fire Tower Road
	 	Bloomingburgh	 	NY	 	 	12721	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1246.	 	2954 Rt. 209
	 	Wurtsboro	 	NY	 	 	12790	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1247.	 	1 Atwell Road
	 	Cooperstown	 	NY	 	 	13326	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1248.	 	Route 67
	 	Cairo	 	NY	 	 	12413	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1249.	 	Cady Road
	 	Chatham	 	NY	 	 	12037	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1250.	 	Trailer Park Road
	 	Chatham	 	NY	 	 	12037	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1251.	 	2356 Route 9
	 	Hudson	 	NY	 	 	12534	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1252.	 	Route 9W
	 	New Baltimore	 	NY	 	 	12124	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1253.	 	136 Cold Spring Road
	 	Coxsackie	 	NY	 	 	21051	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1254.	 	Lime-Kiln Road, W.
	 	Coxsackie	 	NY	 	 	12192	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1255.	 	888 Sunny Hill Road
	 	Greenville	 	NY	 	 	12083	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1256.	 	170 Eger Road
	 	Hudson	 	NY	 	 	12534	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1257.	 	Overlook Road, 1 Dr. Tow
	 	Hillsdale	 	NY	 	 	12529	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1258.	 	Columbia
Mem. Hospital, 71 Prospect Avenue
	 	Hudson	 	NY	 	 	12534	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1259.	 	Hunter Bowl
	 	Hunter	 	NY	 	 	12442	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1260.	 	Ficher Road
	 	Kinderhook	 	NY	 	 	12106	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1261.	 	635 Snydertown Road
	 	Claverack	 	NY	 	 	12521	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1262.	 	3110 Old Kings Rd.
	 	Catskill	 	NY	 	 	12414	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1263.	 	Route 217
	 	Philmont	 	NY	 	 	12534	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1264.	 	6894 Route 9
	 	Stockport	 	NY	 	 	12534	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1265.	 	443 King Hill Road
	 	Greenville	 	NY	 	 	12083	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1266.	 	Sopak Road
	 	Elizaville	 	NY	 	 	12523	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1267.	 	14206 Albany Ave.
	 	Valatia	 	NY	 	 	12184	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1268.	 	Easy Street Road
	 	Catskill	 	NY	 	 	12414	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1269.	 	Cave Mountain
	 	Jewitt	 	NY	 	 	12444	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1270.	 	1 Ridge Road
	 	Campbell Hall	 	NY	 	 	10916	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1271.	 	131 Tarbell Road
	 	Walkill	 	NY	 	 	10341	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1272.	 	Bullville Fire House Rte. 17
	 	Bullville	 	NY	 	 	12566	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1273.	 	Route 416
	 	Montgomery	 	NY	 	 	12549	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1274.	 	Nancy Lane
	 	Chester	 	NY	 	 	10918	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1275.	 	Nancy Lane
	 	Chester	 	NY	 	 	10918	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1276.	 	Stewart
Industrial Park, Assembly Way
	 	Newburgh	 	NY	 	 	12550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1277.	 	St. Mary Hill
	 	Newburgh	 	NY	 	 	12553	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1278.	 	183 Main Street
	 	Cornwall	 	NY	 	 	12518	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1279.	 	183 Main Street
	 	Cornwall	 	NY	 	 	12518	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1280.	 	Cronomer Hill Park/131 Locust Lane
	 	Newburgh	 	NY	 	 	12550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1281.	 	Meadow Street
	 	Florida	 	NY	 	 	10921	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1282.	 	55 Fulton Street
	 	Middletown	 	NY	 	 	10940	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1283.	 	38 Harriman Drive
	 	Goshen	 	NY	 	 	10924	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1284.	 	Milepost 6.2
	 	Greenville	 	NY	 	 	12083	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1285.	 	101 Mayer Lane
	 	Harriman	 	NY	 	 	10926	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1286.	 	101 Mayer Lane
	 	Harriman	 	NY	 	 	10926	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1287.	 	750 Kirby Town Road
	 	Middletown	 	NY	 	 	10940	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1288.	 	Bannerman View Drive
	 	Newburgh	 	NY	 	 	12550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1289.	 	60 Prospect Ave.
	 	Middletown	 	NY	 	 	10940	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1290.	 	55 Crystal Run Road
	 	Middletown	 	NY	 	 	10940	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1291.	 	2834 State Route 17M
	 	New Hampton	 	NY	 	 	10958	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1292.	 	Bald Hill
	 	Monroe	 	NY	 	 	10950	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1293.	 	76 Pleasant Hill Road
	 	Mountainville	 	NY	 	 	10953	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1294.	 	Route 1, Guymard Turnpike
	 	Otisville	 	NY	 	 	10963	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1295.	 	45 Oakwood Trail South
	 	Blooming Grove	 	NY	 	 	10914	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1296.	 	Dean Hill Road
	 	New Windsor	 	NY	 	 	12553	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1297.	 	Rte 300, Mall Access Road
	 	Newburgh	 	NY	 	 	12550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1298.	 	929 Orchard Dr
	 	Wallkill	 	NY	 	 	12589	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1299.	 	Sanitorium
Avenue (Otisville Correctional Facility)	 	Valley Cottage	 	NY	 	 	10963	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1300.	 	Blackhawk Road
	 	Pine Bush	 	NY	 	 	12566	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1301.	 	Plattekill
Service Plaza, Heinsman Land
	 	Newburgh	 	NY	 	 	12550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1302.	 	5 Pocatello Rd
	 	Middletown	 	NY	 	 	10940	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1303.	 	1-93 RearJersey Ave.
	 	Port Jervis	 	NY	 	 	12771	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1304.	 	535 Toleman Road and Route 207
	 	New Windsor	 	NY	 	 	12553	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1305.	 	70 Dubois
Street, St. Lukes Hospital
	 	Newburgh	 	NY	 	 	12550	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1306.	 	170 Radio Road
	 	Tuxedo	 	NY	 	 	10987	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1307.	 	Spiegel Oil Co.
	 	Tuxedo Park	 	NY	 	 	10987	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1308.	 	43 Reservoir Ave
	 	Unionville	 	NY	 	 	10988	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1309.	 	Route 17K & Route 208 South
	 	Montgomery	 	NY	 	 	12549	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1310.	 	Overlook Terrace
	 	Walden	 	NY	 	 	12586	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1311.	 	27 Industry Drive
	 	Middletown	 	NY	 	 	10940	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1312.	 	Kain Road
	 	Warwick	 	NY	 	 	10990	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1313.	 	Mt. Lodge Road
	 	Bloomingrove	 	NY	 	 	10914	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1314.	 	Victor Constant Ski Center
	 	West Point	 	NY	 	 	10996	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1315.	 	122 California Quarry Road
	 	Woodstock	 	NY	 	 	12498	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1316.	 	12 Washington Street
	 	Amenia	 	NY	 	 	12501	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1317.	 	4885 Route 9
	 	Staatsburgh	 	NY	 	 	12580	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1318.	 	139 Rombout Avenue
	 	Beacon	 	NY	 	 	12508	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1319.	 	190 Old Sylvan Lake Rd.
	 	East Fishkill	 	NY	 	 	12533	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1320.	 	Hammond Hill Road
	 	Millbrook	 	NY	 	 	12545	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1321.	 	Depot Hill
	 	Holmes	 	NY	 	 	12531	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1322.	 	East Mountain Road
	 	Dover	 	NY	 	 	12522	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1323.	 	Carey Road
	 	Fishkill	 	NY	 	 	12524	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1324.	 	Hopewell
Recreation Field, Route 376
	 	East Fishkill	 	NY	 	 	12533	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1325.	 	Hopewell
Recreation Field, Route 376
	 	East Fishkill	 	NY	 	 	12533	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1326.	 	St. Andrews Road
	 	Hyde Park	 	NY	 	 	12538	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1327.	 	60 Strack Drive
	 	Beacon	 	NY	 	 	12508	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1328.	 	4 Jefferson
Plaza, 4 Jefferson Street
	 	Poughkeepsie	 	NY	 	 	12601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1329.	 	30 Metecki Road
	 	Red Hook	 	NY	 	 	12571	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1330.	 	Off Route 82 - 16 Industry Street
	 	LaGrange	 	NY	 	 	12540	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1331.	 	76 Ireland Drive Ext.
	 	Poughkeepsie	 	NY	 	 	12601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1332.	 	76 Ireland Drive Ext.
	 	Poughkeepsie	 	NY	 	 	12601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1333.	 	Academy Road & Salisburg Road
	 	Rocky City	 	NY	 	 	12571	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1334.	 	38 Alden Place
	 	Millbrook	 	NY	 	 	12545	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1335.	 	25 Highland Street
	 	Milerton	 	NY	 	 	12546	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1336.	 	Woodmont Road
	 	East Fishkill	 	NY	 	 	12533	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1337.	 	Harmony Hill
	 	Pawling	 	NY	 	 	12564	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1338.	 	Rt 82
	 	Pine Plains	 	NY	 	 	12567	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1339.	 	362 Pine Hill Road
	 	Pleasant Valley	 	NY	 	 	12569	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1340.	 	7 Reservior Square
	 	Poughkeepsie	 	NY	 	 	12603	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1341.	 	Kelley Road
	 	Red Hook	 	NY	 	 	12571	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1342.	 	224 Boardman Road
	 	Poughkeepsie	 	NY	 	 	12603	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1343.	 	171 Freedon Plains Road
	 	Lagrange	 	NY	 	 	12603	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1344.	 	76 East Market Street
	 	Rhinebeck	 	NY	 	 	12572	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1345.	 	Morton Road
	 	Rhinebeck	 	NY	 	 	12572	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1346.	 	10 Ross Circle
	 	Poughkeepsie	 	NY	 	 	12603	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1347.	 	299 Perrotti Road
	 	Millerton	 	NY	 	 	12546	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1348.	 	299 Perrotti Road
	 	Millerton	 	NY	 	 	12546	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1349.	 	Shopping Center Road
	 	Wappinger Falls	 	NY	 	 	12590	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1350.	 	432 South Road
	 	Poughkeepsie	 	NY	 	 	12601	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1351.	 	Fallkill Road
	 	Hyde Park	 	NY	 	 	12538	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1352.	 	263 Hackensack Rd.
	 	Wappinger Falls	 	NY	 	 	12509	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1353.	 	20 Middlebush Road
	 	Wappinger Falls	 	NY	 	 	12590	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1354.	 	20 Middlebush Road
	 	Wappinger Falls	 	NY	 	 	12590	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1355.	 	2 South River Street
	 	Athens	 	PA	 	 	18810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1356.	 	RR #3 Archer Rd
	 	Factoryville	 	PA	 	 	18419	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1357.	 	Wisley Rd
	 	Tunkhannock	 	PA	 	 	18657	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1358.	 	7-139 SE Williams Rd.
	 	Canton	 	PA	 	 	17724	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1359.	 	240 South Turnpike St.
	 	Dushore	 	PA	 	 	18614	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1360.	 	T-474 Brungress Mt. Rd.
	 	Laceyville	 	PA	 	 	18623	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1361.	 	SR 0029
	 	Tunkhannock	 	PA	 	 	18657	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1362.	 	94-200 Muncy St.
	 	LaPorte	 	PA	 	 	18619	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1363.	 	302 Grist Flat Rd
	 	Meshoppen	 	PA	 	 	18630	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1364.	 	T-736 Bradley Rd.
	 	Sheshequin	 	PA	 	 	18810	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1365.	 	T-412 Brocktown Rd.
	 	Monroeton	 	PA	 	 	18832	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1366.	 	T-385 Dempsey Hill
	 	New Albany	 	PA	 	 	18833	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1367.	 	T-602 Tammarack Rd
	 	Wysox	 	PA	 	 	18854	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1368.	 	57 Lasco Lane
	 	Meshoppen	 	PA	 	 	18630	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1369.	 	SR1006
	 	Hillsgrove	 	PA	 	 	18619	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1370.	 	T-325 Richie Rd.
	 	Muncy Valley	 	PA	 	 	17758	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1371.	 	SR 1035 Richie Rd.
	 	Muncy Valley	 	PA	 	 	17758	 	 	Leased






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Address	 	City	 	State	 	Zip Code	 	Own/Lease
	1372.	 	140 Paines Hill Rd.
	 	Troy	 	PA	 	 	16947	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1373.	 	Shadowbrook Dr.
	 	Tunkhannock	 	PA	 	 	18657	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1374.	 	283 Schoolhouse Road
	 	Tunkhannock	 	PA	 	 	18657	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 
	1375.	 	T-410 Woods Rd.
	 	Wyalusing	 	PA	 	 	18853	 	 	Leased
	 	 	 
	 	 	 	 	 	 	 	 	 	 





Retail and Administration Locations




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Zip
	 	 	Address Line 1	 	Address Line 2	 	City	 	State	 	Code
	1.	 	1912 SE Washington
	 	Stonegate Plaza	 	Bartlesville	 	OK	 	 74006
	2.	 	104 E. Main
	 	 	 	Independence	 	KS	 	67301
	3.	 	2030 North Main
	 	 	 	Miami	 	OK	 	74354
	4.	 	833 S. 2nd
	 	 	 	Stillwell	 	OK	 	74960
	5.	 	1910 S. Muskogee
	 	 	 	Tahlequah	 	OK	 	74464
	6.	 	216 South 7th
	 	Suite 200	 	Vinita	 	OK	 	74301
	7.	 	1323 Main Street
	 	 	 	Fredericksburg	 	TX	 	78624
	8.	 	820 Sidney Baker
	 	Suite C	 	Kerrville	 	TX	 	78028
	9.	 	Northlake Plaza Shopping Center
	 	2511 Hwy. 281, Suite 600	 	Marble Falls	 	TX	 	78654
	10.	 	270 Oak Street
	 	2nd Floor	 	Lawrenceville	 	GA	 	30045
	11.	 	Uniontown Mall
	 	1151 Mall Run Rd.	 	Uniontown	 	PA	 	15401
	12.	 	102 Greene Plaza
	 	 	 	Waynesburg	 	PA	 	15370
	13.	 	Meadowbrook Mall
	 	2399 Meadowbrook Road, T9	 	Bridgeport	 	WV	 	26330
	14.	 	New Pointe Plaza
	 	518 Emily Plaza	 	Clarksburg	 	WV	 	26301
	15.	 	2020 Fairmont Avenue
	 	 	 	Fairmont	 	WV	 	26554
	16.	 	Riverview Plaza
	 	1228 N. Route 2	 	New Martinsville	 	WV	 	26155
	17.	 	1111 Van Voorhis Road
	 	 	 	Morgantown	 	WV	 	26505
	18.	 	Morgantown Mall
	 	9509 Mall Road	 	Morgantown	 	WV	 	26501
	19.	 	209 Culpepper Drive
	 	Bardstown Shopping Center	 	Bardstown	 	KY	 	40004
	20.	 	399 Campbellsville Bypass
	 	Suite 205	 	Campbellsville	 	KY	 	42718
	21.	 	128 Jamestown Street
	 	 	 	Columbia	 	KY	 	42728
	22.	 	512 East Hwy. 80
	 	Cumberland Square	 	Somerset	 	KY	 	42501
	23.	 	212 Skywatch Drive
	 	Kroger Village	 	Danville	 	KY	 	40442
	24.	 	2101 North Dixie Highway Suite 108
	 	 	 	Elizabethtown	 	KY	 	42701
	25.	 	344 North L. Rogers Wells Blvd.
	 	Barren River Plaza	 	Glasgow	 	KY	 	42141
	26.	 	848 South College Street-Store #7B
	 	Harrodsburg Marketplace	 	Harrodsburg	 	KY	 	40330
	27.	 	1750 West Highway 192, Ste. 3
	 	 	 	London	 	KY	 	40741
	28.	 	167 Walmart Way
	 	 	 	Maysville	 	KY	 	41056
	29.	 	228 Cumberland Crossing
	 	 	 	Monticello	 	KY	 	42633
	30.	 	249 Indian Mound Road
	 	Suite 6 - Gateway Plaza	 	Mt. Sterling	 	KY	 	40353
	31.	 	955 North Wilson Road
	 	Unit #A	 	Radcliff	 	KY	 	40160
	32.	 	301 Highland Park Drive
	 	 	 	Richmond	 	KY	 	40475






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Zip
	 	 	Address Line 1	 	Address Line 2	 	City	 	State	 	Code
	33.	 	124 South Keeneland Drive
	 	 	 	Richmond	 	KY	 	40475
	34.	 	868 Eastern Bypass
	 	Richmond Plaza	 	Richmond	 	KY	 	40475
	35.	 	2835 S. Highway 27, Ste. 314
	 	Grand Central Place	 	Somerset	 	KY	 	42501
	36.	 	718 Dutchess Turnpike
	 	Arlington Square Plaza #2	 	Poughkeepsie	 	NY	 	12603
	37.	 	123 Merchant Place
	 	Suite #8	 	Cobleskill	 	NY	 	12043
	38.	 	160 Fairview Avenue
	 	Fairview Plaza	 	Hudson	 	NY	 	12534
	39.	 	612 Ulster Avenue
	 	 	 	Kingston	 	NY	 	12401
	40.	 	1300 Ulster Avenue Suite 234
	 	Hudson Valley Mall	 	Kingston	 	NY	 	12401
	41.	 	Crystal Run Galleria
	 	1 Galleria Drive, Space	 	Middletown	 	NY	 	10941
	42.	 	125 Jefferson Street
	 	 	 	Monticello	 	NY	 	12701
	43.	 	1404 Union Avenue
	 	Suite 4	 	Newburgh	 	NY	 	12550
	44.	 	Southside Mall
	 	5006 State Highway 23	 	Oneonta	 	NY	 	13820
	45.	 	1955 S Road Square
	 	 	 	Poughkeepsie	 	NY	 	12601
	46.	 	2000 South Rd
	 	 	 	Poughkeepsie	 	NY	 	12601
	47.	 	Rt. 6 Towne Plaza
	 	Suite 14	 	Tunkhannock	 	PA	 	18657
	48.	 	RR 5 Box 5002
	 	 	 	Towanda	 	PA	 	18848
	49.	 	61600 Southgate Parkway
	 	Suite 107	 	Cambridge	 	OH	 	43725
	50.	 	328 Bluebell Drive N. W.
	 	 	 	New Philadelphia	 	OH	 	44663
	51.	 	3259 Maple Avenue
	 	 	 	Zanesville	 	OH	 	43701
	52.	 	702 Sheldon Avenue
	 	 	 	Houghton	 	MI	 	49931
	53.	 	1850 S. Stephenson
	 	 	 	Iron Mountain	 	MI	 	49801
	54.	 	Midtown Mall
	 	1056 S. Stephenson Avenue	 	Iron Mountain	 	MI	 	49801
	55.	 	Country Village
	 	810 Carp River Lane #5	 	Ishpeming	 	MI	 	49849
	56.	 	2172 US 41 West
	 	 	 	Marquette	 	MI	 	49855
	57.	 	1201 Broadway
	 	 	 	Alexandria	 	MN	 	56308
	58.	 	14039 Edgewood Drive
	 	Suite 106	 	Baxter	 	MN	 	56425
	59.	 	14039 Edgewood Drive
	 	Suite 106	 	Baxter	 	MN	 	56425
	60.	 	2500 Hannah Ave. N.W.
	 	Unit #1	 	Bemidji	 	MN	 	56601
	61.	 	633 Washington St. NE
	 	 	 	Brainerd	 	MN	 	56401
	62.	 	1498 Hwy. 33 South
	 	 	 	Cloquet	 	MN	 	55720
	63.	 	1265 Highway 10 W
	 	 	 	Detroit Lakes	 	MN	 	56501
	64.	 	Maple Grove Centre
	 	2520 Maple Grove Road	 	Duluth	 	MN	 	55811
	65.	 	224 East Central Entrance
	 	 	 	Duluth	 	MN	 	55811
	66.	 	11 East Superior St.
	 	 	 	Duluth	 	MN	 	55802
	67.	 	11 East Superior St.
	 	(Parking Lease)	 	Duluth	 	MN	 	55802
	68.	 	1600 Miller Trunk Hwy
	 	#KI-06	 	Duluth	 	MN	 	55811
	69.	 	1105 W. Lincoln Ave.
	 	 	 	Fergus Falls	 	MN	 	56537
	70.	 	1271B S. Pokegma Avenue
	 	 	 	Grand Rapids	 	MN	 	55744
	71.	 	3105 East Beltline Hwy.
	 	 	 	Hibbing	 	MN	 	55746
	72.	 	120 NE 11th Street
	 	 	 	Little Falls	 	MN	 	56345
	73.	 	618 First Street, Ste. 1
	 	 	 	Park Rapids	 	MN	 	56470
	74.	 	3827 Tower Ave
	 	Suite 1	 	Superior	 	WI	 	54880
	75.	 	910 8th Street
	 	 	 	Virginia	 	MN	 	55792
	76.	 	2230 Neva Road
	 	 	 	Antigo	 	WI	 	54409
	77.	 	2302 HWY 53
	 	 	 	Chippewa Falls	 	WI	 	54729
	78.	 	4620 Golf Road
	 	 	 	Eau Claire	 	WI	 	54701
	79.	 	2741 N. Clairemont Avenue
	 	Suite C -WestRidge Annex	 	Eau Claire	 	WI	 	54703
	80.	 	2308 Roosevelt Rd.
	 	 	 	Marinette	 	WI	 	54143






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Zip
	 	 	Address Line 1	 	Address Line 2	 	City	 	State	 	Code
	81.	 	2421 Hwy. 25 N — Suite 111
	 	Red Cedar Plaza	 	Menomonie	 	WI	 	54751
	82.	 	48 W. King Street
	 	 	 	Rhinelander	 	WI	 	54501
	83.	 	2304 S. Main Street
	 	 	 	Rice Lake	 	WI	 	54868
	84.	 	1043 E. Grand Ave.
	 	 	 	Rothschld	 	WI	 	54474
	85.	 	186 Woodlawn Drive
	 	 	 	Shawano	 	WI	 	54166
	86.	 	761 W Beaverbrook Ave
	 	 	 	Spooner	 	WI	 	54801
	87.	 	4650 Rib Mountain Drive
	 	 	 	Wausau	 	WI	 	54401






Storage Locations




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Zip
	 	 	Address	 	City	 	State	 	Code
	1.	 	2456 S. Muskogee Ave
	 	Tahlequah	 	OK	 	 	74464	 
	2.	 	1110 S. Olive St.
	 	Cherryvale	 	KS	 	 	67335	 
	3.	 	1133 North Main St.
	 	Muskogee	 	OK	 	 	74401	 
	4.	 	800 N Eisenhower Dr.
	 	Beckley	 	WV	 	 	25801	 
	5.	 	2200 Industrial Park
	 	Morgantown	 	WV	 	 	26501	 
	6.	 	2362 Irvine Rd., Suite C
	 	Richmond	 	KY	 	 	40475	 
	7.	 	249 North Keenland Dr
	 	Richmond	 	KY	 	 	40475	 
	8.	 	249 North Keenland Dr
	 	Richmond	 	KY	 	 	40475	 
	9.	 	P.O. Box 1345
	 	Glasgow	 	KY	 	 	42142	 
	10.	 	121 Southland Dr
	 	Lexington	 	KY	 	 	40503	 
	11.	 	2927 Ring Road
	 	Elizabethtown	 	KY	 	 	42701	 
	12.	 	P.O. Box 48106
	 	Newark	 	NY	 	 	07101	 
	13.	 	189 Freedom Rd
	 	Pleasant Valley	 	NY	 	 	12569	 
	14.	 	2456 S. Muskogee Ave
	 	Tahlequah	 	OK	 	 	74464	 
	15.	 	1110 S. Olive St.
	 	Cherryvale	 	KS	 	 	67334	 






 









 






SCHEDULE 5.23




FCC and PUC Matters




Cellular Licenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Controlled	 	 
	 	 	 	 	 	 	 	 	 	 	Market	 	 	 	Spectrum	 	Expiration
	 	 	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	(MHz)	 	Date
	 	1.	 	 	Alton CellTel Co
Partnership

	 	KNKA611
	 	Alton-Granite City,
IL MSA
	 	 	305	 	 	A
	 	 	25	 	 	11/27/2008
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2.	 	 	American Cellular
Corporation

	 	KNKA504
	 	Duluth-Superior,
MN-WI MSA
	 	 	141	 	 	A
	 	 	25	 	 	1/22/2008
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	3.	 	 	American Cellular
Corporation

	 	KNKA814
	 	Eau Claire, WI MSA
	 	 	232	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	4.	 	 	American Cellular
Corporation

	 	KNKQ346
	 	Kentucky 4 –
Spencer RSA
	 	 	446	 	 	A
	 	 	25	 	 	10/1/2012
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	5.	 	 	American Cellular
Corporation

	 	KNKN666
	 	Kentucky 5 – Barren
RSA
	 	 	447	 	 	A
	 	 	25	 	 	10/1/2011
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	6.	 	 	American Cellular
Corporation

	 	KNKN940
	 	Kentucky 6 –
Madison RSA
	 	 	448	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	7.	 	 	American Cellular
Corporation

	 	KNKN939
	 	Kentucky 8 – Mason
RSA
	 	 	450	 	 	A
	 	 	25	 	 	10/1/2011
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	8.	 	 	American Cellular
Corporation

	 	KNKN859
	 	Michigan 1 –
Gogebic RSA
	 	 	472	 	 	A
	 	 	25	 	 	10/1/2011
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	9.	 	 	American Cellular
Corporation

	 	KNKQ414
	 	Minnesota 2 — Lake
of the Woods RSA
	 	 	483	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	10.	 	 	American Cellular
Corporation

	 	KNKQ409
	 	Minnesota 3 –
Koochiching RSA
	 	 	484	 	 	A
	 	 	25	 	 	10/1/2010
	 
	 	11.	 	 	American Cellular
Corporation

	 	KNKR255
	 	Minnesota 4 – Lake
RSA
	 	 	485	 	 	A
	 	 	25	 	 	10/1/2015
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	12.	 	 	American Cellular
Corporation

	 	KNKN375
	 	Minnesota 5 –
Wilkin RSA
	 	 	486	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	13.	 	 	American Cellular
Corporation

	 	KNKN447
	 	Minnesota 6 –
Hubbard RSA
	 	 	487	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	14.	 	 	American Cellular
Corporation

	 	KNKN633
	 	New York 5 – Otsego
RSA
	 	 	563	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	15.	 	 	American Cellular
Corporation

	 	KNKN512
	 	New York 6 –
Columbia RSA
	 	 	564	 	 	A
	 	 	25	 	 	10/1/2010






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Controlled	 	 
	 	 	 	 	 	 	 	 	 	 	Market	 	 	 	Spectrum	 	Expiration
	 	 	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	(MHz)	 	Date
	 	16.	 	 	American Cellular
Corporation

	 	KNKQ440
	 	Ohio 10 – Perry RSA
	 	 	594	 	 	A
	 	 	25	 	 	10/1/2011
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	17.	 	 	American Cellular
Corporation

	 	KNKN713
	 	Ohio 7 – Tuscarawas
RSA
	 	 	591	 	 	A
	 	 	25	 	 	10/1/2011
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	18.	 	 	American Cellular
Corporation

	 	KNKA701
	 	Orange County, NY
MSA
	 	 	144	 	 	A
	 	 	25	 	 	11/27/2008
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	19.	 	 	American Cellular
Corporation

	 	WPSJ792
	 	Pennsylvania 4 –
Bradford RSA
	 	 	615	 	 	A
	 	 	25	 	 	3/16/2011
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	20.	 	 	American Cellular
Corporation

	 	KNKN781
	 	Pennsylvania 9 –
Greene RSA
	 	 	620	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	21.	 	 	American Cellular
Corporation


	 	KNKA455
	 	Poughkeepsie, NY MSA

	 	 	151	 	 	A
	 	 	25	 	 	1/22/2008
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	22.	 	 	American Cellular Corporation


	 	KNKQ428
	 	Texas 15 – Concho RSA
	 	 	666	 	 	A
	 	 	25	 	 	3/24/2017
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	23.	 	 	American Cellular Corporation

	 	KNKA763
	 	Wausau, WI MSA
	 	 	263	 	 	A
	 	 	25	 	 	11/27/2008
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	24.	 	 	American Cellular
Corporation

	 	KNKN839
	 	West Virginia 2 –
Wetzel RSA
	 	 	702	 	 	A
	 	 	25	 	 	10/1/2011
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	25.	 	 	American Cellular
Corporation

	 	KNKN941
	 	West Virginia 3 –
Monongalia RSA
	 	 	703	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	26.	 	 	American Cellular
Corporation

	 	KNKN386
	 	Wisconsin 1 –
Burnett RSA
	 	 	708	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	27.	 	 	American Cellular
Corporation

	 	KNKQ437
	 	Wisconsin 2 –
Bayfield RSA
	 	 	709	 	 	A
	 	 	25	 	 	2/4/2017
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	28.	 	 	American Cellular
Corporation

	 	KNKN344
	 	Wisconsin 3 – Vilas
RSA
	 	 	710	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	29.	 	 	American Cellular
Corporation

	 	KNKN345
	 	Wisconsin 4 –
Marinette RSA
	 	 	711	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	30.	 	 	American Cellular
Corporation

	 	KNKQ441
	 	Wisconsin 5 –
Pierce RSA
	 	 	712	 	 	A
	 	 	25	 	 	10/1/2012
	 
	 	31.	 	 	American Cellular
Corporation

	 	KNKQ321
	 	Wisconsin 6 –
Trempealeau RSA
	 	 	713	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	32.	 	 	Highland Cellular,
LLC

	 	KNKN618
	 	West Virginia 7 –
Raleigh RSA
	 	 	707	 	 	A
	 	 	25	 	 	10/1/2010
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	33.	 	 	Highland Cellular,
LLC

	 	KNKQ415
	 	Virginia 2 –
Tazewell RSA
	 	 	682	 	 	A
	 	 	25	 	 	10/1/2011






 









 






PCS Licenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	Controlled	 	Expiration
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Spectrum	 	Date
	1.

	 	American Cellular
Corporation
	 	KNLG380
	 	Bartlesville, OK BTA
	 	 	031	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	American Cellular
Corporation
	 	KNLG401
	 	Coffeyville, KS BTA
	 	 	088	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	American Cellular
Corporation
	 	KNLG885
	 	Bartlesville, OK BTA
	 	 	031	 	 	F
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	American Cellular
Corporation
	 	KNLG886
	 	Coffeyville, KS BTA
	 	 	088	 	 	F
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	American Cellular
Corporation
	 	KNLG947
	 	Eau Claire, WI BTA
	 	 	123	 	 	F
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	American Cellular
Corporation
	 	KNLG951
	 	Duluth, MN BTA
	 	 	119	 	 	F
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	American Cellular
Corporation
	 	KNLG970
	 	Duluth, MN BTA
	 	 	119	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	American Cellular
Corporation
	 	WPRU657
	 	Muskogee, OK BTA
	 	 	311	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.

	 	American Cellular
Corporation
	 	WPRU658
	 	Tulsa, OK BTA
	 	 	448	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	American Cellular
Corporation
	 	WPXX267
	 	Brownwood, TX BTA
	 	 	057	 	 	C3
	 	 	10	 	 	6/30/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.

	 	American Cellular
Corporation
	 	WPZL387
	 	San Angelo, TX BTA
	 	 	400	 	 	F
	 	 	10	 	 	11/5/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.

	 	American Cellular
Corporation
	 	WQAM548
	 	Austin, TX BTA
	 	 	027	 	 	E
	 	 	10	 	 	4/28/2007






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	Controlled	 	Expiration
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Spectrum	 	Date
	13.

	 	American Cellular
Corporation
	 	WQAM549
	 	Brownwood, TX BTA
	 	 	057	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.

	 	American Cellular
Corporation
	 	WQAM550
	 	Temple-Killeen, TX
BTA
	 	 	441	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.

	 	American Cellular
Corporation
	 	WQAM551
	 	San Angelo, TX BTA
	 	 	400	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.

	 	American Cellular
Corporation
	 	WQAM552
	 	San Antonio, TX BTA
	 	 	401	 	 	E
	 	 	10	 	 	6/27/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.

	 	American Cellular
Corporation
	 	WQAM553
	 	Dallas-Ft. Worth MTA
	 	 	007	 	 	B (Partial)
	 	 	10	 	 	6/23/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.

	 	American Cellular
Corporation
	 	WQEY210
	 	Muskogee, OK BTA
	 	 	311	 	 	D
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.

	 	American Cellular
Corporation
	 	WQEY211
	 	Cincinnati, OH BTA
	 	 	081	 	 	F
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.

	 	American Cellular
Corporation
	 	WQEY212
	 	Columbus MTA
	 	 	038	 	 	B (Partial)
	 	 	10	 	 	6/23/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.

	 	American Cellular
Corporation
	 	WQEY213
	 	Minneapolis-St.
Paul MTA
	 	 	012	 	 	B (Partial)
	 	 	10	 	 	6/23/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.

	 	American Cellular
Corporation
	 	WQEY218
	 	New York, MTA
	 	 	001	 	 	A (Partial)
	 	 	10	 	 	12/14/2014
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	23.

	 	American Cellular
Corporation
	 	WQEY219
	 	Pittsburgh, PA MTA
	 	 	021	 	 	B (Partial)
	 	Varies by county
10-20
	 	6/23/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.

	 	American Cellular
Corporation
	 	WQFA869
	 	Louisville, KY BTA
	 	 	263	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.

	 	American Cellular
Corporation
	 	WQFA870
	 	Lexington, KY BTA
	 	 	252	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.

	 	American Cellular
Corporation
	 	WQFA871
	 	Bowling
Green-Glasgow, KY
BTA
	 	 	052	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.

	 	American Cellular
Corporation
	 	WQFA872
	 	Somerset, KY BTA
	 	 	423	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.

	 	Highland Cellular,
LLC
	 	WQCL692
	 	Kingsport,
TN-Johnston City,
TN-Bristol, VA-TN
BTA
	 	 	229	 	 	C
	 	 	15	 	 	6/30/2009






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	Controlled	 	Expiration
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Spectrum	 	Date
	29.

	 	Highland Cellular,
LLC
	 	WQCL695
	 	Roanoke, VA BTA
	 	 	376	 	 	E
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.

	 	Highland Cellular,
LLC
	 	WQEA909
	 	Cincinnati-Dayton
MTA
	 	 	018	 	 	A
(partial)
	 	 	10	 	 	6/23/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.

	 	Highland Cellular,
LLC
	 	KNLF899
	 	Beckley, WV BTA
	 	 	035	 	 	F
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.

	 	Highland Cellular,
LLC
	 	WPYS681
	 	Cincinnati-Dayton
MTA
	 	 	018	 	 	A
(partial)
	 	 	10	 	 	6/23/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.

	 	Highland Cellular,
LLC
	 	WPYS682
	 	Clarksburg –
Elkins, WV BTA
	 	 	082	 	 	D
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.

	 	Highland Cellular,
LLC
	 	WQDR748
	 	Cincinnati-Dayton
MTA
	 	 	018	 	 	A
(partial)
	 	 	10	 	 	6/23/2015
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.

	 	Higland Cellular, LLC
	 	WQCL693
	 	Williamson, WV-
Pikeville, KY BTA
	 	 	474	 	 	F
	 	 	10	 	 	4/28/2007
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.

	 	Highland Cellular,
LLC
	 	WPTB504
	 	Logan, WV BTA
	 	 	259	 	 	C
	 	 	10	 	 	8/22/2011






Advanced Wireless Services Licenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Expiration Date
	1.

	 	American Cellular
Corporation
	 	WQGA871
	 	Abilene, TX BEA
	 	 	128	 	 	B
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	American Cellular
Corporation
	 	WQGA874
	 	Alaska REA
	 	 	007	 	 	D
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	American Cellular
Corporation
	 	WQGA875
	 	Alaska REA
	 	 	007	 	 	E
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	American Cellular
Corporation
	 	WQGA793
	 	Albany-Schenectady-Troy, NY CMA
	 	 	044	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	American Cellular
Corporation
	 	WQGA873
	 	Amarillo, TX-NM BEA
	 	 	138	 	 	B
	 	11/29/2021






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Expiration Date
	6.

	 	American Cellular
Corporation
	 	WQGA798
	 	Binghamton, NY CMA
	 	 	122	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	American Cellular
Corporation
	 	WQGA791
	 	Buffalo, NY CMA
	 	 	025	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	American Cellular
Corporation
	 	WQGA800
	 	Charleston, WV CMA
	 	 	140	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.

	 	American Cellular
Corporation
	 	WQGA814
	 	Cumberland, MD-WV
CMA
	 	 	269	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	American Cellular
Corporation
	 	WQGA870
	 	Duluth-Superior,
MN-WI BEA
	 	 	109	 	 	B
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.

	 	American Cellular
Corporation
	 	WQGA807
	 	Eau Claire, WI CMA
	 	 	232	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.

	 	American Cellular
Corporation
	 	WQGA815
	 	Elmira, NY CMA
	 	 	284	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.

	 	American Cellular
Corporation
	 	WQGA816
	 	Enid, OK CMA
	 	 	302	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14.

	 	American Cellular
Corporation
	 	WQGA799
	 	Erie, PA CMA
	 	 	130	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	15.

	 	American Cellular
Corporation
	 	WQGA866
	 	Erie, PA BEA
	 	 	054	 	 	C
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	16.

	 	American Cellular
Corporation
	 	WQGA813
	 	Glens Falls, NY CMA
	 	 	266	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17.

	 	American Cellular
Corporation
	 	WQGA810
	 	Hagerstown, MD CMA
	 	 	257	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18.

	 	American Cellular
Corporation
	 	WQGA795
	 	Huntington-Ashland,
WV/KY/OH CMA
	 	 	110	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19.

	 	American Cellular
Corporation
	 	WQGA869
	 	Joplin, MO-KS-OK BEA
	 	 	093	 	 	C
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	20.

	 	American Cellular
Corporation
	 	WQGA823
	 	Kentucky 10 –
Powell CMA
	 	 	452	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	21.

	 	American Cellular
Corporation
	 	WQGA824
	 	Kentucky 11 – Clay
CMA
	 	 	453	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22.

	 	American Cellular
Corporation
	 	WQGA817
	 	Kentucky 4 –
Spencer CMA
	 	 	446	 	 	A
	 	11/29/2021






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Expiration Date
	23.

	 	American Cellular
Corporation
	 	WQGA818
	 	Kentucky 5 – Barren
CMA
	 	 	447	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	24.

	 	American Cellular
Corporation
	 	WQGA819
	 	Kentucky 6 –
Madison CMA
	 	 	448	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25.

	 	American Cellular
Corporation
	 	WQGA820
	 	Kentucky 7 –
Trimble CMA
	 	 	449	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	26.

	 	American Cellular
Corporation
	 	WQGA821
	 	Kentucky 8 – Mason
CMA
	 	 	450	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27.

	 	American Cellular
Corporation
	 	WQGA822
	 	Kentucky 9 –
Elliott CMA
	 	 	451	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28.

	 	American Cellular
Corporation
	 	WQGA811
	 	Lawton, OK CMA
	 	 	260	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29.

	 	American Cellular
Corporation
	 	WQGA797
	 	Lexington-Fayette,
KY CMA
	 	 	116	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	30.

	 	American Cellular
Corporation
	 	WQGA825
	 	Maryland 1 –
Garrett CMA
	 	 	467	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	31.

	 	American Cellular
Corporation
	 	WQGA826
	 	Michigan 1 –
Gogebic CMA
	 	 	472	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32.

	 	American Cellular
Corporation
	 	WQGA827
	 	Michigan 6 –
Roscommon CMA
	 	 	477	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	33.

	 	American Cellular
Corporation
	 	WQGA828
	 	Minnesota 5 –
Wilkin CMA
	 	 	486	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34.

	 	American Cellular
Corporation
	 	WQGA829
	 	Minnesota 6 –
Hubbard CMA
	 	 	487	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35.

	 	American Cellular
Corporation
	 	WQGA804
	 	Muskegon, MI CMA
	 	 	181	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36.

	 	American Cellular
Corporation
	 	WQGA830
	 	New York 1 –
Jefferson CMA
	 	 	559	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	37.

	 	American Cellular
Corporation
	 	WQGA831
	 	New York 2 –
Franklin CMA
	 	 	560	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	38.

	 	American Cellular
Corporation
	 	WQGA832
	 	New York 3 –
Chautauqua CMA
	 	 	561	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	39.

	 	American Cellular
Corporation
	 	WQGA833
	 	New York 4 – Yates
CMA
	 	 	562	 	 	A
	 	11/29/2021






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Expiration Date
	40.

	 	American Cellular
Corporation
	 	WQGA834
	 	New York 5 – Otsego
CMA
	 	 	563	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	41.

	 	American Cellular
Corporation
	 	WQGA835
	 	New York 6 –
Columbia CMA
	 	 	564	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	42.

	 	American Cellular
Corporation
	 	WQGA867
	 	Northern Michigan,
MI BEA
	 	 	058	 	 	B
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	43.

	 	American Cellular
Corporation
	 	WQGA838
	 	Ohio 11 –
Columbiana CMA
	 	 	595	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	44.

	 	American Cellular
Corporation
	 	WQGA836
	 	Ohio 3 – Ashtabula
CMA
	 	 	587	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45.

	 	American Cellular
Corporation
	 	WQGA837
	 	Ohio 7 – Tuscarawas
CMA
	 	 	591	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46.

	 	American Cellular
Corporation
	 	WQGA839
	 	Oklahoma 2 – Harper
CMA
	 	 	597	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	47.

	 	American Cellular
Corporation
	 	WQGA840
	 	Oklahoma 3 – Grant
CMA
	 	 	598	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	48.

	 	American Cellular
Corporation
	 	WQGA841
	 	Oklahoma 5 — Roger
Mills CMA
	 	 	600	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49.

	 	American Cellular
Corporation
	 	WQGA842
	 	Oklahoma 7 –
Beckham CMA
	 	 	602	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	50.

	 	American Cellular
Corporation
	 	WQGA801
	 	Orange County, NY
CMA
	 	 	144	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51.

	 	American Cellular
Corporation
	 	WQGA806
	 	Parkersburg-Marietta, OH-WV CMA
	 	 	200	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	52.

	 	American Cellular
Corporation
	 	WQGA843
	 	Pennsylvania 1 –
Crawford CMA
	 	 	612	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	53.

	 	American Cellular
Corporation
	 	WQGA844
	 	Pennsylvania 2 –
McKean CMA
	 	 	613	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	54.

	 	American Cellular
Corporation
	 	WQGA845
	 	Pennsylvania 3 –
Potter CMA
	 	 	614	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	55.

	 	American Cellular
Corporation
	 	WQGA846
	 	Pennsylvania 4 –
Bradford CMA
	 	 	615	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	56.

	 	American Cellular
Corporation
	 	WQGA847
	 	Pennsylvania 6 –
Lawrence CMA
	 	 	617	 	 	A
	 	11/29/2021






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Expiration Date
	57.

	 	American Cellular
Corporation
	 	WQGA848
	 	Pennsylvania 7 –
Jefferson CMA
	 	 	618	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	58.

	 	American Cellular
Corporation
	 	WQGA849
	 	Pennsylvania 9 –
Greene CMA
	 	 	620	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	59.

	 	American Cellular
Corporation
	 	WQGA802
	 	Poughkeepsie, NY CMA
	 	 	151	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	60.

	 	American Cellular
Corporation
	 	WQGA792
	 	Rochester, NY CMA
	 	 	034	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61.

	 	American Cellular
Corporation
	 	WQGA872
	 	San Angelo, TX BEA
	 	 	129	 	 	C
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	62.

	 	American Cellular
Corporation
	 	WQGA808
	 	Sharon, PA CMA
	 	 	238	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	63.

	 	American Cellular
Corporation
	 	WQGA865
	 	State College, PA
BEA
	 	 	009	 	 	C
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	64.

	 	American Cellular
Corporation
	 	WQGA805
	 	Steubenville-Weirton, OH-WV CMA
	 	 	199	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	65.

	 	American Cellular
Corporation
	 	WQGA864
	 	Syracuse, NY-PA BEA
	 	 	006	 	 	C
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	66.

	 	American Cellular
Corporation
	 	WQGA850
	 	Texas 10 – Navarro
CMA
	 	 	661	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	67.

	 	American Cellular
Corporation
	 	WQGA851
	 	Texas 16 – Burleson
CMA
	 	 	667	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68.

	 	American Cellular
Corporation
	 	WQGA868
	 	Traverse City, MI
BEA
	 	 	061	 	 	B
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	69.

	 	American Cellular
Corporation
	 	WQGA796
	 	Utica-Rome, NY CMA
	 	 	115	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	70.

	 	American Cellular
Corporation
	 	WQGA852
	 	Virginia 1 – Lee CMA
	 	 	681	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	71.

	 	American Cellular
Corporation
	 	WQGA853
	 	Virginia 2 –
Tazewell CMA
	 	 	682	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	72.

	 	American Cellular
Corporation
	 	WQGA812
	 	Wausau, WI CMA
	 	 	263	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	73.

	 	American Cellular
Corporation
	 	WQGA854
	 	West Virginia 1 –
Mason CMA
	 	 	701	 	 	A
	 	11/29/2021






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Market	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Market Name	 	No.	 	Block	 	Expiration Date
	74.

	 	American Cellular
Corporation
	 	WQGA855
	 	West Virginia 2 –
Wetzel CMA
	 	 	702	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	75.

	 	American Cellular
Corporation
	 	WQGA856
	 	West Virginia 3 –
Monongalia CMA
	 	 	703	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	76.

	 	American Cellular
Corporation
	 	WQGA857
	 	West Virginia 4 –
Grant CMA
	 	 	704	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77.

	 	American Cellular
Corporation
	 	WQGA858
	 	West Virginia 5 –
Tucker CMA
	 	 	705	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	78.

	 	American Cellular
Corporation
	 	WQGA859
	 	West Virginia 6 –
Lincoln CMA
	 	 	706	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	79.

	 	American Cellular
Corporation
	 	WQGA860
	 	West Virginia 7 –
Raleigh CMA
	 	 	707	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	80.

	 	American Cellular
Corporation
	 	WQGA803
	 	Wheeling, WV-OH CMA
	 	 	178	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	81.

	 	American Cellular
Corporation
	 	WQGA809
	 	Williamsport, PA CMA
	 	 	251	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	82.

	 	American Cellular
Corporation
	 	WQGA861
	 	Wisconsin 3 – Vilas
CMA
	 	 	710	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	83.

	 	American Cellular
Corporation
	 	WQGA862
	 	Wisconsin 4 –
Marinette CMA
	 	 	711	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	84.

	 	American Cellular
Corporation
	 	WQGA863
	 	Wisconsin 6 –
Trempealeau CMA
	 	 	713	 	 	A
	 	11/29/2021
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	85.

	 	American Cellular
Corporation
	 	WQGA794
	 	Youngstown-Warren,
OH CMA
	 	 	066	 	 	A
	 	11/29/2021






 









 






Microwave Licenses




	 	 	 	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Expiration Date
	1.	 	American Cellular Corporation
	 	WHC940	 	2/1/2011
	 
	2.	 	American Cellular Corporation
	 	WHC941	 	2/1/2011
	 
	3.	 	American Cellular Corporation
	 	WPNB536	 	2/1/2011
	 
	4.	 	American Cellular Corporation
	 	WPNB537	 	2/1/2011
	 
	5.	 	American Cellular Corporation
	 	WPTQ335	 	11/21/2011
	 
	6.	 	American Cellular Corporation
	 	WPTQ337	 	11/21/2011
	 
	7.	 	American Cellular Corporation
	 	WPOP914	 	2/1/2008
	 
	8.	 	American Cellular Corporation
	 	WPOS355	 	3/12/2009
	 
	9.	 	American Cellular Corporation
	 	WPTP625	 	11/16/2011
	 
	10.	 	American Cellular Corporation
	 	WHA752	 	2/1/2011
	 
	11.	 	American Cellular Corporation
	 	WHA753	 	2/1/2011
	 
	12.	 	American Cellular Corporation
	 	WHA755	 	2/1/2011
	 
	13.	 	American Cellular Corporation
	 	WHA757	 	2/1/2011
	 
	14.	 	American Cellular Corporation
	 	WHA759	 	2/1/2011
	 
	15.	 	American Cellular Corporation
	 	WPRW577	 	3/1/2011
	 
	16.	 	American Cellular Corporation
	 	WPTN342	 	11/6/2011
	 
	17.	 	American Cellular Corporation
	 	WLR493	 	2/1/2011
	 
	18.	 	American Cellular Corporation
	 	WLR494	 	2/1/2011
	 
	19.	 	American Cellular Corporation
	 	WMK268	 	2/1/2011
	 
	20.	 	American Cellular Corporation
	 	WMK269	 	2/1/2011
	 
	21.	 	American Cellular Corporation
	 	WMK437	 	2/1/2011
	 
	22.	 	American Cellular Corporation
	 	WMK438	 	2/1/2011
	 
	23.	 	American Cellular Corporation
	 	WMK439	 	2/1/2011
	 
	24.	 	American Cellular Corporation
	 	WMR746	 	2/1/2011
	 
	25.	 	American Cellular Corporation
	 	WMR747	 	2/1/2011
	 
	26.	 	American Cellular Corporation
	 	WPJA804	 	2/1/2011
	 
	27.	 	American Cellular Corporation
	 	WPJA805	 	2/1/2011






 









 






	 	 	 	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Expiration Date
	28.	 	American Cellular Corporation
	 	WPJA806	 	2/1/2011
	 
	29.	 	American Cellular Corporation
	 	WPJA807	 	2/1/2011
	 
	30.	 	American Cellular Corporation
	 	WPOT352	 	4/30/2009
	 
	31.	 	American Cellular Corporation
	 	WLT945	 	2/1/2011
	 
	32.	 	American Cellular Corporation
	 	WLT946	 	2/1/2011
	 
	33.	 	American Cellular Corporation
	 	WLT947	 	2/1/2011
	 
	34.	 	American Cellular Corporation
	 	WLT948	 	2/1/2011
	 
	35.	 	American Cellular Corporation
	 	WML233	 	2/1/2011
	 
	36.	 	American Cellular Corporation
	 	WML234	 	2/1/2011
	 
	37.	 	American Cellular Corporation
	 	WML235	 	2/1/2011
	 
	38.	 	American Cellular Corporation
	 	WLR256	 	2/1/2011
	 
	39.	 	American Cellular Corporation
	 	WLR257	 	2/1/2011
	 
	40.	 	American Cellular Corporation
	 	WLR258	 	2/1/2011
	 
	41.	 	American Cellular Corporation
	 	WLR260	 	2/1/2011
	 
	42.	 	American Cellular Corporation
	 	WMG867	 	2/1/2011
	 
	43.	 	American Cellular Corporation
	 	WMI790	 	2/1/2011
	 
	44.	 	American Cellular Corporation
	 	WMJ231	 	2/1/2011
	 
	45.	 	American Cellular Corporation
	 	WML806	 	2/1/2011
	 
	46.	 	American Cellular Corporation
	 	WML905	 	2/1/2011
	 
	47.	 	American Cellular Corporation
	 	WML907	 	2/1/2011
	 
	48.	 	American Cellular Corporation
	 	WML945	 	2/1/2011
	 
	49.	 	American Cellular Corporation
	 	WMN866	 	2/1/2011
	 
	50.	 	American Cellular Corporation
	 	WMQ742	 	2/1/2011
	 
	51.	 	American Cellular Corporation
	 	WMS976	 	2/1/2011
	 
	52.	 	American Cellular Corporation
	 	WMS978	 	2/1/2011
	 
	53.	 	American Cellular Corporation
	 	WMW600	 	2/1/2011
	 
	54.	 	American Cellular Corporation
	 	WMW602	 	2/1/2011
	 
	55.	 	American Cellular Corporation
	 	WLV875	 	2/1/2011






 









 






	 	 	 	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Expiration Date
	56.	 	American Cellular Corporation
	 	WLV941	 	2/1/2011
	 
	57.	 	American Cellular Corporation
	 	WLV942	 	2/1/2011
	 
	58.	 	American Cellular Corporation
	 	WLW400	 	2/1/2011
	 
	59.	 	American Cellular Corporation
	 	WML508	 	2/1/2011
	 
	60.	 	American Cellular Corporation
	 	WLK733	 	2/1/2011
	 
	61.	 	American Cellular Corporation
	 	WLK734	 	2/1/2011
	 
	62.	 	American Cellular Corporation
	 	WLT508	 	2/1/2011
	 
	63.	 	American Cellular Corporation
	 	WMJ353	 	2/1/2011
	 
	64.	 	American Cellular Corporation
	 	WMJ536	 	2/1/2011
	 
	65.	 	American Cellular Corporation
	 	WMQ817	 	2/1/2011
	 
	66.	 	American Cellular Corporation
	 	WMM856	 	2/1/2011
	 
	67.	 	American Cellular Corporation
	 	WMM858	 	2/1/2011
	 
	68.	 	American Cellular Corporation
	 	WMM859	 	2/1/2011
	 
	69.	 	American Cellular Corporation
	 	WMQ555	 	2/1/2011
	 
	70.	 	American Cellular Corporation
	 	WMQ761	 	2/1/2011
	 
	71.	 	American Cellular Corporation
	 	WMV906	 	2/1/2011
	 
	72.	 	American Cellular Corporation
	 	WMM857	 	2/1/2011
	 
	73.	 	American Cellular Corporation
	 	WMS450	 	2/1/2011
	 
	74.	 	American Cellular Corporation
	 	WML533	 	2/1/2011
	 
	75.	 	American Cellular Corporation
	 	WML534	 	2/1/2011
	 
	76.	 	American Cellular Corporation
	 	WML535	 	2/1/2011
	 
	77.	 	American Cellular Corporation
	 	WMQ857	 	2/1/2011
	 
	78.	 	American Cellular Corporation
	 	WPNJ770	 	2/1/2011
	 
	79.	 	American Cellular Corporation
	 	WPOM362	 	2/10/2010
	 
	80.	 	American Cellular Corporation
	 	WPON462	 	4/3/2010
	 
	81.	 	American Cellular Corporation
	 	WLS816	 	2/1/2011
	 
	82.	 	American Cellular Corporation
	 	WLS817	 	2/1/2011
	 
	83.	 	American Cellular Corporation
	 	WLS818	 	2/1/2011






 









 






	 	 	 	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Expiration Date
	84.	 	American Cellular Corporation
	 	WMW337	 	2/1/2011
	 
	85.	 	American Cellular Corporation
	 	WPTW659	 	1/2/2012
	 
	86.	 	American Cellular Corporation
	 	WPTW660	 	1/2/2012
	 
	87.	 	American Cellular Corporation
	 	WPTW661	 	1/2/2012
	 
	88.	 	American Cellular Corporation
	 	WPTW662	 	1/2/2012
	 
	89.	 	American Cellular Corporation
	 	WPOL574	 	12/16/2009
	 
	90.	 	American Cellular Corporation
	 	WPOL576	 	12/16/2009
	 
	91.	 	American Cellular Corporation
	 	WPOL686	 	1/3/2010
	 
	92.	 	American Cellular Corporation
	 	WPOL812	 	1/7/2010
	 
	93.	 	American Cellular Corporation
	 	WPUF746	 	2/25/2012
	 
	94.	 	American Cellular Corporation
	 	WML601	 	2/1/2011
	 
	95.	 	American Cellular Corporation
	 	WML602	 	2/1/2011
	 
	96.	 	American Cellular Corporation
	 	WMS444	 	2/1/2011
	 
	97.	 	American Cellular Corporation
	 	WMS445	 	2/1/2011
	 
	98.	 	American Cellular Corporation
	 	WPJB360	 	2/1/2011
	 
	99.	 	American Cellular Corporation
	 	WPJC677	 	2/1/2011
	 
	100.	 	American Cellular Corporation
	 	WPNC511	 	2/1/2011
	 
	101.	 	American Cellular Corporation
	 	WPNG600	 	2/1/2011
	 
	102.	 	American Cellular Corporation
	 	WPNG601	 	2/1/2011
	 
	103.	 	Highland Cellular, LLC
	 	WMI757	 	2/1/2011
	 
	104.	 	Highland Cellular, LLC
	 	WMJ207	 	2/1/2011
	 
	105.	 	Highland Cellular, LLC
	 	WMJ208	 	2/1/2011
	 
	106.	 	Highland Cellular, LLC
	 	WMJ209	 	2/1/2011
	 
	107.	 	Highland Cellular, LLC
	 	WMJ506	 	2/1/2011
	 
	108.	 	Highland Cellular, LLC
	 	WMJ551	 	2/1/2011
	 
	109.	 	Highland Cellular, LLC
	 	WMN529	 	2/1/2011
	 
	110.	 	Highland Cellular, LLC
	 	WMQ683	 	2/1/2011
	 
	111.	 	Highland Cellular, LLC
	 	WMT574	 	2/1/2011






 









 






	 	 	 	 	 	 	 
	 	 	Licensee	 	Call Sign	 	Expiration Date
	112.	 	Highland Cellular, LLC
	 	WMW246	 	2/1/2011
	 
	113.	 	Highland Cellular, LLC
	 	WMW975	 	2/1/2011
	 
	114.	 	Highland Cellular, LLC
	 	WPJF606	 	2/1/2011
	 
	115.	 	Highland Cellular, LLC
	 	WPNE703	 	2/1/2011
	 
	116.	 	Highland Cellular, LLC
	 	WQEU320	 	4/17/2016
	 
	117.	 	Highland Cellular, LLC
	 	WQEW802	 	5/5/2016
	 
	118.	 	Highland Cellular, LLC
	 	WQFT919	 	10/3/2016






International Section 214 Authorization:



American Cellular Corporation; File No. ITC-214-20000428-00255, Authorization of Global or Limited
Global Facilities-Based Service; Global or Limited Global Resale Service.




 









 








SCHEDULE 5.25




Borrower Agreements





	1.	 	Indenture dated as of March 14, 2001, between American Cellular Corporation and United States
Trust Company of New York as Trustee.
	 
	2.	 	First Supplemental Indenture dated August 19, 2003, between ACC Acquisition LLC, American
Cellular Corporation, its guaranteeing subsidiaries and Bank of Oklahoma, National Association
as Trustee.
	 
	3.	 	Indenture dated as of August 8, 2003, between ACC Escrow Corp. and Bank of Oklahoma, National
Association as Trustee.
	 
	4.	 	Supplemental Indenture dated as of August 7, 2006 to Indenture dated as of August 8, 2003.
	 
	5.	 	Supplemental Indenture dated as of October 18, 2006 to Indenture dated as of August 8, 2003.
	 
	6.	 	Supplemental Indenture dated on or about of March 13, 2007, to Indenture dated August 8,
2003.
	 
	7.	 	InterCarrier Multi-Standard Roaming Agreement by and among Cingular Wireless LLC and Dobson
Cellular Systems, Inc. and American Cellular Corporation dated as of August 12, 2005.
	 
	8.	 	Addendum to GSM Operating Agreement by and between New Cingular Wireless Services, Inc.
(f/k/a AT&T Wireless Services, Inc.), Dobson Cellular Systems, Inc. and American Cellular
Corporation dated as of August 12, 2006.
	 
	9.	 	Purchase and License Agreement between Nortel Networks, Inc. and Dobson Communications
Corporation dated November 16, 2001.
	 
	10.	 	Amendment No. 1 to Purchase and License Agreement between Nortel Networks, Inc. and Dobson
Communications Corporation dated August 5, 2002.
	 
	11.	 	Amendment No. 2 to Purchase and License Agreement between Nortel Networks, Inc. and Dobson
Communications Corporation dated June 9, 2004.
	 
	12.	 	Amendment No. 3 to Purchase and License Agreement between Nortel Networks, Inc. and Dobson
Communications Corporation dated August 29, 2006.
	 
	13.	 	Master Services Agreement between American Cellular Corporation and Convergys Information
Management Group Inc. dated December 1, 2002.
	 
	14.	 	Roaming Agreement for GSM/GPRS from AT&T Wireless Services, Inc. and American Cellular
Corporation dated July 11, 2003.




 









 












	15.	 	GSM/GPRS/EDGE Operating Agreement between AT&T Wireless Services, Inc. and American Cellular
Corporation dated July 11, 2003.
	 
	16.	 	Amended and Restated Management Agreement dated March [ ], 2007 by and between Dobson
Cellular Systems, Inc. and American Cellular Corporation.
	 
	17.	 	Tax Allocation Agreement dated August 19, 2003 by and between Dobson Communications
Corporation and American Cellular Corporation.
	 
	18.	 	Agreement and Plan of Merger dated May 10, 2006 among American Cellular Corporation, Highland
Cellular Holdings, Inc., Highland Cellular, LLC, Highland Acquisition Sub, LLC, Faramarz Attar
and Tom Attar.




 









 











SCHEDULE 8.2(d)




Existing Indebtedness




     Various intercompany receivables incurred in the ordinary course of business under Equipment
Lease Agreements; Switch Sharing Agreements; a Management Agreement, dated August 19, 2003; and a
November 16, 2001 Purchase and License Agreement between Nortel Networks, Inc. and Dobson
Communications Corporation, as amended.



 









 





SCHEDULE 8.3(f)




Existing Liens




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name of	 	Date Lien	 	Amount of	 	 
	 	 	 	 	Mortgage or	 	was	 	Outstanding	 	Maturity
	Asset Description	 	Name of Debtor	 	Secured Party	 	Created	 	Debt	 	Date
	* Telecommunication
equipment made by
Secured Party

	 	ACC Lease Co., Inc.
	 	Nortel Networks Inc.
	 	4/28/03
	 	None.
	 	 	2007	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lien on assets and
proceeds located at
Galleria at Crystal
Run, One Galleria
Drive, Middletown, NY
10941

	 	American Cellular
Corporation
	 	Crystal Run Newco,
LLC
	 	6/14/06
	 	$	440,000	 	 	 	2010	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	** Service Credit
Accounts and
associated
receivables

	 	American Cellular
Corporation
	 	Palisades
Acquisition I,
L.L.C.
	 	5/2/03
	 	None
	 	 	N/A	 








 




			
	*-	 	This lien secures obligations arising under the Purchase and License Agreement between
Nortel Networks, Inc. and Dobson Communications Corporation, dated November 16, 2001. There is no
current financial debt obligation under this lien.
	 
	**-	 	This is a notice filing only and does not secure any debt.






 









 





EXHIBIT A




FORM OF LENDER ADDENDUM




          Reference is made to the Credit Agreement, dated as of March [___], 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
American Cellular Corporation, a Delaware corporation (the “Borrower”), the Subsidiary
Guarantors (as defined therein), ACC Holdings, LLC, an Oklahoma limited liability company
(“Holdings”), as Guarantor, the several banks and other financial institutions or entities
from time to time parties thereto (the “Lenders”), Lehman Commercial Paper Inc., as
administrative agent (in such capacity, the “Administrative Agent”), Morgan Stanley Senior
Funding, Inc., as syndication agent (in such capacity, the “Syndication Agent”) and Bear
Stearns Corporate Lending Inc., Citibank, N.A. and Deutsche Bank Securities Inc., as
co-documentation agents (in such capacity, the “Co-Documentation Agents”). Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.




          Upon execution and delivery of this Lender Addendum by the parties hereto as provided in
Section 11.17 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having
the Commitments set forth in Schedule 1 hereof, effective as of the Closing Date.




          THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.




          This Lender Addendum may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.




[Remainder of Page Intentionally Left Blank]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed
and delivered by their proper and duly authorized officers as of this
___ day of ___,
200_.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name of Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






2









 






	 	 	 	 	 
	Accepted and agreed:	 	 
	 
	 	 	 	 
	AMERICAN CELLULAR CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






3









 






	 	 	 	 	 
	LEHMAN COMMERCIAL PAPER INC., as

Administrative Agent	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






4









 






Schedule 1




COMMITMENTS AND NOTICE ADDRESS




	 	 	 	 	 	 	 
	1.

	 	Name of Lender:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Notice Address:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Telephone:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Facsimile:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.	 	Revolving Commitment:	 	 
	 
	 	 	 	 	 	 
	3.	 	Tranche B Term Loan Commitment:	 	 
	 
	 	 	 	 	 	 
	4.	 	Delayed Draw Term Loan Commitment:	 	 






 









 






EXHIBIT B




FORM OF



ASSIGNMENT AND ASSUMPTION



This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between the Assignor (as defined below)
and the Assignee (as defined below). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement (as defined below), receipt of a copy of which is
hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and
the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights
and obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including without limitation any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the
Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively as the “Assigned Interest”). Each such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.




	 	 	 	 	 	 	 
	1.

	 	Assignor :	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee :	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	3.	 	Credit Agreement: Reference is made to the Credit Agreement,
dated as of March [__], 2007 (as amended,
supplemented or otherwise modified from time to
time, the “Credit Agreement”), among American
Cellular Corporation, a Delaware corporation
(the “Borrower”), the Subsidiary Guarantors (as
defined therein), ACC Holdings, LLC, an
Oklahoma limited liability company
(“Holdings”), as Guarantor, the several banks
and other financial institutions or entities
from time to time parties thereto (the
“Lenders”), Lehman Commercial Paper Inc., as
Administrative Agent, Morgan Stanley Senior
Funding, Inc., as Syndication Agent, and Bear,
Stearns & Co., Inc., Citicorp North America,
Inc. and Deutsche Bank Securities Inc., as
Co-Documentation Agents. Unless otherwise
defined herein, terms defined in the Credit
Agreement and used herein shall have the
meanings given to them in the Credit Agreement.






 









 






4. Assigned Interest:




	 	 	 	 	 	 	 	 	 
	 	 	Amount of Commitment/ Loans	 	 	Percentage Assigned of	 
	Facility Assigned1	 	Assigned	 	 	Commitment/Loans	 
	 
	 	 	 	 	 	 
	 
	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	 
	 
	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	 
	 
	 	$	 	 	 	 	%	 
	 
	 	 	 	 	 	 





5. Effective Date of Assignment: _____________ ___, 20___2



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 	 	 	 	 
	[Name of Assignee]	 	 	 	[Name of Assignor]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	Title:
	 	 








 




			
	1	 	Fill in the appropriate terminology for
the types of facilities under the Credit Agreement that are being assigned
under this Assignment (e.g. “Revolving Credit Commitment,”
“Term Loan Commitment,” etc.)
	 
	2	 	To be inserted by Administrative Agent and
which shall be the effective date of recordation of transfer in the Register
therefor.




2









 










	 	 	 	 	 	 	 	 	 	 	 
	Accepted and Consented To:	 	 	 	Consented To:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	LEHMAN COMMERCIAL PAPER INC., as	 	 	 	AMERICAN CELLULAR CORPORATION, as	 	 
	Administrative Agent	 	 	 	Borrower	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	Title:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	[Issuing Lender]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	LEHMAN COMMERCIAL PAPER INC., as

Swingline Lender	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 






3









 






ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement
(subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v)
it has received a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered pursuant to the
Credit Agreement, as applicable, and such other documents and information as it deems appropriate
to make its own credit analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest, (vi) it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest, and (vii) if it is a Non-U.S. Lender, attached to
the Assignment and Assumption is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations which by the terms
of the Loan Documents are required to be performed by it as a Lender.



2. Payments. From and after the Effective Date, the Administrative Agent shall make all
payments in respect of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date
and to the Assignee for amounts which have accrued from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.




 









 








EXHIBIT C




FORM OF COMPLIANCE CERTIFICATE




     This Compliance Certificate is delivered to you pursuant to Section 7.2(b) of the Credit
Agreement, dated as of March [___], 2007 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among American Cellular Corporation, a Delaware
corporation (the “Borrower”), the Subsidiary Guarantors (as defined therein), ACC Holdings,
LLC, an Oklahoma limited liability company (“Holdings”), as Guarantor, the several banks
and other financial institutions or entities from time to time parties thereto (the
“Lenders”), Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
“Administrative Agent”), Morgan Stanley Senior Funding, Inc., as syndication agent (in such
capacity, the “Syndication Agent”) and Bear Stearns Corporate Lending Inc., Citibank, N.A.
and Deutsche Bank Securities Inc., as co-documentation agents (in such capacity, the
“Co-Documentation Agents”). Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement



     1. I am the duly elected, qualified and acting [INSERT TITLE OF RESPONSIBLE OFFICER] of the
Borrower.



     2. I have reviewed and are familiar with the contents of this Certificate.



     3. I have reviewed the terms of the Credit Agreement and the Loan Documents and have made or
caused to be made under my supervision, a review in reasonable detail of the transactions and
condition of the Borrower during the accounting period covered by the financial statements attached
hereto as Attachment 1 (the “Financial Statements”). Such review did not disclose
the existence during or at the end of the accounting period covered by the Financial Statements,
and I have no knowledge of the existence, as of the date of this Certificate, of any condition or
event which constitutes a Default or Event of Default [, except as set forth below].



     4. Attached hereto as Attachment 2 are the computations showing compliance with the
covenants set forth in Section 8.1, 8.2, 8.5, 8.6, and 8.8 of the Credit Agreement.



     5. 3[Since the Closing Date:




	 	(a)	 	No Loan Party has changed its corporate name,
identity or corporate structure;
	 
	 	(b)	 	No Loan Party has changed its jurisdiction of
organization or the location of its chief executive office or its
principal place of business; and
	 
	 	(c)	 	No Loan Party has acquired any material
Intellectual Property;




except, in each case, (i) any of the foregoing that has been previously disclosed in writing to the
Administrative Agent and in respect of which the Borrower has delivered to the Administrative Agent
all required UCC financing statements and other filings required to maintain the perfection and
priority of the Administrative Agent’s security interest in the Collateral after giving effect to
such event, in each case






 




			
	3	 	For deliveries of Compliance Certificate
after the Closing Date.




 









 









as required by Section 5.6 or 5.10 of the Guarantee and Collateral Agreement and (ii) any of the
foregoing described in Attachment 3 hereto in respect of which the Borrower is delivering
to the Administrative Agent herewith all required UCC financing statements and other filings
required to maintain the perfection and priority of the Administrative Agent’s security interest in
the Collateral after giving effect to such event, in each case as required by Section 5.6 or 5.10
of the Guarantee and Collateral Agreement.




     6. Since the Closing Date:




	 	(a)	 	No Loan Party has acquired any Property of the
type described in Section 7.10(a) of the Credit Agreement as to which
the Administrative Agent does not have a perfected Lien pursuant to the
Security Documents;
	 
	 	(b)	 	No Loan Party has acquired any fee interest in
any tract (or series of tracts at the same location) of real property
having a value (together with improvements thereof) of at least
$3,000,000; and
	 
	 	(c)	 	No Loan Party has formed or acquired any
Excluded Foreign Subsidiary (and no Foreign Subsidiary that was an
Excluded Foreign Subsidiary has ceased to be an Excluded Foreign
Subsidiary);




except, in each case, (i) any of the foregoing that has been previously disclosed in writing to the
Administrative Agent and in respect of which the Borrower has taken all actions required by Section
7.10 of the Credit Agreement with respect thereto and (ii) any of the foregoing described in
Attachment 3 hereto in respect of which the Borrower is concurrently herewith taking all
actions required by Section 7.10 of the Credit Agreement with respect thereto.]




[Remainder of Page Intentionally Left Blank]




2









 








     IN
WITNESS WHEREOF, I execute this Certificate this ___ day of ___, 200_.



	 	 	 	 	 
	 	AMERICAN CELLULAR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



Attachment 2

to

Exhibit C





     The
information described herein is as of ______ ______, 200_, and pertains to the period
from ______ ______,
200___ to ______ ______, 200_.



[Set forth Covenant Calculations]





 









 








EXHIBIT D




FORM OF GUARANTEE AND COLLATERAL AGREEMENT





 









 








EXHIBIT E




FORM OF PREPAYMENT OPTION NOTICE




 









 








EXHIBIT F




FORM OF EXEMPTION CERTIFICATE




          Reference is made to the Credit Agreement, dated as of March [___], 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among
American Cellular Corporation, a Delaware corporation (the “Borrower”), the Subsidiary
Guarantors (as defined therein), ACC Holdings, LLC, an Oklahoma limited liability company
(“Holdings”), as Guarantor, the several banks and other financial institutions or entities
from time to time parties thereto (the “Lenders”), Lehman Commercial Paper Inc., as
administrative agent (in such capacity, the “Administrative Agent”), Morgan Stanley Senior
Funding, Inc., as syndication agent (in such capacity, the “Syndication Agent”) and Bear
Stearns Corporate Lending Inc., Citibank, N.A. and Deutsche Bank Securities Inc., as
co-documentation agents (in such capacity, the “Co-Documentation Agents”). Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement ___ (the “Non-U.S.
Lender”) is providing this certificate pursuant to subsection 4.10(d) of the Credit Agreement.
The Non-U.S. Lender hereby represents and warrants that:





	 	I.	 	The Non-U.S. Lender is the sole record and beneficial owner of the
Loans or the obligations evidenced by Note(s) in respect of which it is
providing this certificate.
	 
	 	II.	 	The Non-U.S. Lender is not a “bank” for purposes of Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the
“Code”). In this regard, the Non-U.S. Lender further represents and
warrants that:






	 	(a)	 	the Non-U.S. Lender is not subject to regulatory or other legal
requirements as a bank in any jurisdiction;
	 
	 	(b)	 	the Non-U.S. Lender has not been treated as a bank for purposes
of any tax, securities law or other filing or submission made to any
Governmental Authority, any application made to a rating agency or
qualification for any exemption from tax, securities law or other legal
requirements;
	 
	 	(d)	 	the Non-U.S. Lender is not a 10-percent shareholder of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code; and
	 
	 	(e)	 	the Non-U.S. Lender is not a controlled foreign corporation
receiving interest from a related person within the meaning of Section
881(c)(3)(C) of the Code.




 









 











     IN WITNESS WHEREOF, the undersigned has duly executed this certificate.



	 	 	 	 	 
	 	[NAME OF NON-U.S. LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Date:                     




2









 








EXHIBIT G-1




FORM OF TERM NOTE



THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE
OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.




$____________ New York, New York




________ __, 200__




          FOR VALUE RECEIVED, the undersigned, American Cellular Corporation, a Delaware corporation
(the “Borrower”), hereby unconditionally promises to
pay to ___ (the “Lender”)
or its registered assigns at the Funding Office specified in the Credit Agreement (as hereinafter
defined) in lawful money of the United States and in immediately available funds, the principal
amount of (a) ___DOLLARS ($___), or, if less, (b) the unpaid principal amount of the
[Tranche B] [Delayed Draw] Term Loan of the Lender outstanding under the Credit Agreement. The
principal amount shall be paid in the amounts and on the dates specified in Section 2.3 of the
Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office
on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates
specified in Section 4.5 of the Credit Agreement.




          The holder of this Note is authorized to endorse on the schedules annexed hereto and made a
part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the
date, Type and amount of the [Tranche B] [Delayed Draw] Term Loan and the date and amount of each
payment or prepayment of principal with respect thereto, each conversion of all or a portion
thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the
case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement or any error in any such
endorsement shall not affect the obligations of the Borrower in respect of the [Tranche B] [Delayed
Draw] Term Loan.




          This Note (a) is one of the Notes referred to in the Credit Agreement, dated as of March [___],
2007 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, the Subsidiary Guarantors (as defined therein), ACC Holdings,
LLC, an Oklahoma limited liability company (“Holdings”), as Guarantor, the several banks
and other financial institutions or entities from time to time parties thereto (the
“Lenders”), Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
“Administrative Agent”), Morgan Stanley Senior Funding, Inc., as syndication agent (in such
capacity, the “Syndication Agent”) and Bear Stearns Corporate Lending Inc., Citibank, N.A.
and Deutsche Bank Securities Inc., as co-documentation agents (in such capacity, the
“Co-Documentation Agents”), (b) is subject to the provisions of the Credit Agreement and
(c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is
hereby made to the Loan Documents for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were granted and the
rights of the holder of this Note in respect thereof.




 









 








          Upon the occurrence of any one or more of the Events of Default, all principal and all accrued
interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due
and payable, all as provided in the Credit Agreement.




          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.




          Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.




          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT.




[Remainder of Page Intentionally Left Blank]




2









 







THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.




	 	 	 	 	 
	 	AMERICAN CELLULAR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



Schedule A

to Term Note




LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of Base	 	 	 	 
	 	 	 	 	 	 	Amount of Principal	 	Rate Loans	 	Unpaid Principal	 	 
	 	 	Amount of Base	 	Amount Converted to	 	of Base Rate Loans	 	Converted to	 	Balance of Base	 	Notation
	Date	 	Rate Loans	 	Base Rate Loans	 	Repaid	 	Eurodollar Loans	 	Rate Loans	 	Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






Schedule B

to Term Note




LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount	 	Interest Period	 	Amount of	 	Amount of	 	 	 	 
	 	 	Amount of	 	Converted to	 	and Eurodollar	 	Principal of	 	Eurodollar Loans	 	Unpaid Principal	 	 
	 	 	Eurodollar	 	Eurodollar	 	Rate with Respect	 	Eurodollar Loans	 	Converted to	 	Balance of	 	Notation Made
	Date	 	Loans	 	Loans	 	Thereto	 	Repaid	 	Base Rate Loans	 	Eurodollar Loans	 	By
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






EXHIBIT G-2




FORM OF REVOLVING CREDIT NOTE



THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE
OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.




$____________ New York, New York




_________ __, 200__




          FOR VALUE RECEIVED, the undersigned, American Cellular Corporation, a Delaware corporation
(the “Borrower”), hereby unconditionally promises to
pay to ___ (the
“Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement
(as hereinafter defined) in lawful money of the United States and in immediately available funds,
on the Revolving Credit Termination Date the principal amount of (a) ___DOLLARS ($___), or,
if less, (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding
under the Credit Agreement. The Borrower further agrees to pay interest in like money at such
Funding Office on the unpaid principal amount hereof from time to time outstanding at the rates and
on the dates specified in Section 4.5 of the Credit Agreement.




          The holder of this Note is authorized to endorse on the schedules annexed hereto and made a
part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the
date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof, each continuation thereof, each
conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the
length of each Interest Period with respect thereto. Each such endorsement shall constitute
prima facie evidence of the accuracy of the information endorsed. The failure to make any
such endorsement or any error in any such endorsement shall not affect the obligations of the
Borrower in respect of any Revolving Loan.




          This Note (a) is one of the Notes referred to in the Credit Agreement, dated as of March [___],
2007 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among the Borrower, the Subsidiary Guarantors (as defined therein), ACC Holdings,
LLC, an Oklahoma limited liability company (“Holdings”), as Guarantor, the several banks
and other financial institutions or entities from time to time parties thereto (the
“Lenders”), Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
“Administrative Agent”), Morgan Stanley Senior Funding, Inc., as syndication agent (in such
capacity, the “Syndication Agent”) and Bear Stearns Corporate Lending Inc., Citibank, N.A.
and Deutsche Bank Securities Inc., as co-documentation agents (in such capacity, the
“Co-Documentation Agents”), (b) is subject to the provisions of the Credit Agreement and
(c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is
hereby made to the Loan Documents for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were granted and the
rights of the holder of this Note in respect thereof.




          Upon the occurrence of any one or more of the Events of Default, all principal and all accrued
interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due
and payable, all as provided in the Credit Agreement.




 









 








          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.




          Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.




          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT.




[Remainder of Page Intentionally Left Blank]




2









 








     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.



	 	 	 	 	 
	 	AMERICAN CELLULAR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



Schedule A

to Revolving Credit Note




LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of Base	 	 	 	 
	 	 	 	 	 	 	Amount of Principal	 	Rate Loans	 	Unpaid Principal	 	 
	 	 	Amount of Base	 	Amount Converted	 	of Base Rate Loans	 	Converted to	 	Balance of Base Rate	 	Notation
	Date	 	Rate Loans	 	to Base Rate Loans	 	Repaid	 	Eurodollar Loans	 	Loans	 	Made By
	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






Schedule B

to Revolving Credit Note




LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount	 	Interest Period	 	Amount of	 	Amount of	 	 	 	 
	 	 	Amount of	 	Converted to	 	and Eurodollar	 	Principal of	 	Eurodollar Loans	 	Unpaid Principal	 	 
	 	 	Eurodollar	 	Eurodollar	 	Rate with Respect	 	Eurodollar Loans	 	Converted to	 	Balance of	 	Notation Made
	Date	 	Loans	 	Loans	 	Thereto	 	Repaid	 	Base Rate Loans	 	Eurodollar Loans	 	By
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






EXHIBIT G-3




FORM OF SWINGLINE NOTE



THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH
THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE
OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT.




$____________ New York, New York




________ __, 200_




          FOR VALUE RECEIVED, the undersigned, American Cellular Corporation, a Delaware corporation
(the “Borrower”), hereby unconditionally promises to
pay to ___ (the
“Swingline Lender”) or its registered assigns at the Funding Office specified in the Credit
Agreement (as hereinafter defined) in lawful money of the United States and in immediately
available funds, on the Revolving Credit Termination Date the principal amount of (a)
___DOLLARS ($___), or, if less, (b) the aggregate unpaid principal amount of all
Swingline Loans made by the Swingline Lender to the Borrower pursuant to Section 3.3 of the Credit
Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at
such Funding Office on the unpaid principal amount hereof from time to time outstanding at the
rates and on the dates specified in Section 4.5 of such Credit Agreement.




          The holder of this Note is authorized to endorse on the schedules annexed hereto and made a
part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the
date and amount of each Swingline Loan made pursuant to the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof. Each such endorsement shall constitute
prima facie evidence of the accuracy of the information endorsed. The failure to
make any such endorsement or any error in any such endorsement shall not affect the obligations of
the Borrower in respect of any Swingline Loan.




          This Note (a) is one of the Notes referred to in the Credit Agreement, dated as of March [___],
2007 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Borrower, the Subsidiary Guarantors (as defined therein), ACC Holdings, LLC,
an Oklahoma limited liability company (“Holdings”), as Guarantor, the Swingline Lender, the
other banks, financial institutions and other entities from time to time parties thereto (the
“Lenders”), Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
“Administrative Agent”), Morgan Stanley Senior Funding, Inc., as syndication agent (in such
capacity, the “Syndication Agent”) and Bear Stearns Corporate Lending Inc., Citibank, N.A.
and Deutsche Bank Securities Inc., as co-documentation agents (in such capacity, the
“Co-Documentation Agents”), (b) is subject to the provisions of the Credit
Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided
in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents.
Reference is hereby made to the Loan Documents for a description of the properties and assets in
which a security interest has been granted, the nature and extent of the security and the
guarantees, the terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.




          Upon the occurrence of any one or more of the Events of Default, all principal and all accrued
interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due
and payable, all as provided in the Credit Agreement.




 









 








          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.




          Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.




          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER
PROVISIONS OF SECTION 11.6 OF THE CREDIT AGREEMENT.




[Remainder of Page Intentionally Left Blank]




2









 








     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.



	 	 	 	 	 
	 	AMERICAN CELLULAR CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



Schedule A

to Swingline Note




LOANS AND REPAYMENTS OF SWINGLINE LOANS




	 	 	 	 	 	 	 	 	 
	 	 	Amount of Swingline	 	Amount of Principal of	 	Unpaid Principal Balance	 	 
	Date	 	Loans	 	Swingline Loans Repaid	 	of Swingline Loans	 	Notation Made By
	 	 	 	 	 	 	 	 	 





 









 






EXHIBIT H




FORM OF CLOSING CERTIFICATE




          Pursuant to Section 6.1(f) of the Credit Agreement, dated as of March [___], 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined
therein being used herein as therein defined), among American Cellular Corporation, a Delaware
corporation (the “Borrower”), the Subsidiary Guarantors (as defined therein), ACC Holdings,
LLC, an Oklahoma limited liability company (“Holdings”), as Guarantor, the several banks
and other financial institutions or entities from time to time parties thereto (the
“Lenders”), Lehman Commercial Paper Inc., as administrative agent (in such capacity, the
“Administrative Agent”), Morgan Stanley Senior Funding, Inc., as syndication agent (in such
capacity, the “Syndication Agent”) and Bear Stearns Corporate Lending Inc., Citibank, N.A.
and Deutsche Bank Securities Inc., as co-documentation agents (in such capacity, the
“Co-Documentation Agents”), the undersigned [INSERT NAME OF RESPONSIBLE OFFICER] of [INSERT
NAME OF LOAN PARTY] (the “Company”) hereby certifies as follows:




     1. Representations and Warranties. (a) The representations and warranties of the
Company set forth in each of the Loan Documents to which it is a party or which are contained in
any certificate furnished by or on behalf of the Company pursuant to any of the Loan Documents to
which it is a party are true and correct in all material respects on and as of the date hereof with
the same effect as if made on the date hereof, except for representations and warranties expressly
stated to relate to a specific earlier date, in which case such representations and warranties were
true and correct in all material respects as of such earlier date.



          (b) No Default or Event of Default has occurred and is continuing as of the date hereof or
after giving effect to the Loans to be made on the date hereof.




          (c) The conditions precedent set forth in Section 6.1 of the Credit Agreement were satisfied
as of the Closing Date.




     2. Liquidation; Dissolution. There are no liquidation or dissolution proceedings
pending or to my knowledge threatened against the Company, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the Company.



     3. Organizational Documents. (a) Attached hereto as Annex 1 is a true and
complete copy of the Certificate of Incorporation of the Company as in effect on the date hereof,
and there have been no additional completed or authorized amendments to such Certificate of
Incorporation.



          (b) Attached hereto as Annex 2 is a true and complete copy of the By-Laws of the
Company as in effect on the date hereof, and there have been no additional completed or authorized
amendments to such By-Laws.




          (c) Attached hereto as Annex 3 is a true and complete copy of resolutions duly adopted
by the Board of Directors of the Company on ___; such resolutions have not in any way
been amended, modified, revoked or rescinded, have been in full force and effect since their
adoption to and including the date hereof and are now in full force and effect and are the only
corporate proceedings of the Company now in force relating to or affecting the matters referred to
therein.




          (d) The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the jurisdiction of its organization. Attached hereto as Annex 4 is an
authentic




 









 







copy of the good standing certificate of the Secretary of the State of Delaware dated
___, 2007, and authentic copies of the good standing certificates of all other states in which
the Company is qualified to do business.




     4. Incumbency. The following persons are now duly elected and qualified officers of
the Company holding the offices indicated next to their respective names below, and such officers
have held such offices with the Company at all times since the date indicated next to their
respective titles to and including the date hereof, and the signatures appearing opposite their
respective names below are the true and genuine signatures of such officers, and each of such
officers is duly authorized to execute and deliver on behalf of the Company each of the Loan
Documents to which it is a party and any certificate or other document to be delivered by the
Company pursuant to the Loan Documents to which it is a party:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name	 	Office	 	 	Date	 	 	Signature	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





2









 






     IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the date set forth
below.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	 	 	Name:
	 	 
	Title:

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	Date: ___, 200___
	 	 	 	 	 	 






3









 






SCHEDULE I





 









 








ANNEX 1




[Certificate of Incorporation]




 









 








ANNEX 2




[By-Laws]




 









 








ANNEX 3




[Board Resolutions]




 









 








ANNEX 4




[Good Standing Certificates]





 









 








EXHIBIT I-1




FORM OF LEGAL OPINION OF MAYER, BROWN, ROWE & MAW LLP




 









 








EXHIBIT I-2




FORM OF LEGAL OPINION OF WILKINSON BARKER & KNAUER LLP




 









 








EXHIBIT I-3




FORM OF LEGAL OPINION OF MCAFEE & TAFT