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200506547
<br />DEED OF TRUST, SECURITY AGREEMENT,
<br />ASSIGNMENT OF LEASES AND RENTS, AND FIXTURE FILING
<br />THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES
<br />AND RENTS AND FIXTURE FILING, dated as of June 10, 2005 is made by N.E.
<br />COLORADO CELLULAR, INC., a Colorado corporation ( "Mortgagor'), whose mailing address
<br />is 40 Lone Street, Marshfield, MA 02050, Telecopier No. 781 -837 -4000, Attention: Michael J.
<br />Umano, Vice President, and Kent R. Radke, whose mailing address is c/o Nebraska Title
<br />Company, 60th and Old Cheney Road, Suite 300 Lincoln, NE 68506, as trustee( "Trustee "), for
<br />the benefit of CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank, as agent for
<br />each of the Lenders from time to time party to the Credit and Guaranty Agreements (as
<br />hereinafter defined) (in such capacity, together with its successors and assigns in such capacity,
<br />"Agent "), whose address is 20 North Park Avenue, Plymouth, MA 02360, Telecopier No. 508-
<br />830 -0027, Attention: Lawrence P. Venezia, Vice President. Any and all references herein to
<br />this "Deed of Trust" shall mean this Deed of Trust, Security Agreement, Assignment of Leases
<br />and Rents and Fixture Filing, and any and all renewals, modifications, amendments,
<br />supplements, extensions, consolidations, substitutions, spreaders and replacements of this Deed
<br />of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing.
<br />Background
<br />A. Mortgagor, and Agent, are parties to (a) that certain Credit and Guaranty
<br />Agreement, dated as of June 10, 2005 (as amended, supplemented or otherwise modified from
<br />time to time, the "ICE Credit Agreement ") by and among Mortgagor, the guarantor parties
<br />thereto from time to time, the lenders parties thereto from time to time (the "Lenders ") and
<br />Agent and (b) that certain Credit and Guaranty Agreement, dated as of June 10, 2005 (as
<br />amended, supplemented or otherwise modified from time to time, the "NEC Credit Alueement"
<br />and together with the ICE Credit Agreement, the "Credit Agreements" by and among NE
<br />Colorado Cellular, Inc. ( "NEC "), the guarantor parties thereto from time to time, the Lenders and
<br />the Agent. The terms of the Credit Agreements are incorporated by reference in this Deed of
<br />Trust as if the terms thereof were fully set forth herein. Capitalized terms used herein and not
<br />otherwise defined herein shall have the respective meanings ascribed to such terms in each
<br />Credit Agreement.
<br />B. Pursuant to the Credit Agreements, the Lenders have severally agreed to
<br />make loans to Mortgagor and ICE in the aggregate principal amount of $30,000,000 (the
<br />"Loans'), upon the terms and subject to the conditions set forth in the Credit Agreements.
<br />C. Mortgagor will derive substantial direct and indirect benefit from Loan.
<br />D. Mortgagor is the owner of the fee simple estate in the parcel(s) of real
<br />estate (as defined in Neb. Rev. Stat. § 76 -201) described on Schedule A attached hereto and
<br />made a part hereof (the "Land ") and all of the buildings, improvements, structures and fixtures
<br />now or subsequently located on the Land (collectively, the "Improvements "; the Land and the
<br />Improvements being collectively referred to herein as the "Real Estate ").
<br />Wood River Tower
<br />LIBD/1704049.5 DSC 018415.157266
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