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201000751
<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 August 12, 2U0$ 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-$37-4000, Attention: Michael J.
<br />Umano, Vice President, and Kent R. Radke, whase mailing address is c/a First Nebraska Title-
<br />Lincoln, 1640 Normandy Ct., Suite B Lincoln, NE 6851.2, as trustee("Trustee"), far the benefit
<br />of CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank, as agent for each of the
<br />Lenders from time to time party to the Credit and Guaranty Agreements (as hereinafter defined)
<br />(in such capacity, together with its successors and assigns in such capacity, "Agent"), whose
<br />address is 20 North Park Avenue, Plymouth, MA 02360, Telecopier No. 50$- $30-0027,
<br />Attention: Nathan Buckley, 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 />Back round
<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 10,2D05 (as
<br />amended, supplemented or otherwise modified from time to time, the "NEC Credit Agreerrlent"
<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 pf $30,000,000 (the
<br />"Loans"), upon the terms 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") all of the buildings, improvements, structures and fixtures
<br />now or subsequently located an the Land (collectively, the "Improvements"; the Land and the
<br />Improvements being collectively referred to herein as the "Real Estate").
<br />L1SD/1907386.1
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