20020524Application.pdf

CONLEY WARD RECEIVED @
GIVENSPURSLEY LLP Ff LED O
277 North 6th Street,Suite 200 ¡¡¡2 NAy 24 PM 3:40
P.O.Box 2720
Boise,ID 83701 s.-n-
[phone] UTILITIESCOMMLSSION
[phone] (fax)
Idaho State Bar #1683
Attorney for Albion TelephoneCompany
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Applicationof Albion )Case No.Ål
Telephone Company for Authority to Borrow )from the Rural Utilities Service ("RUS")in an )APPLICATION OF ALBIONAmountNottoExceed$15,000,000 )TELEPHONECOMPANY
'NEW CASE
Albion TelephoneCompany ("Albion"or "Applicant"),by and through its
attorneys Givens Pursley LLP,makes this Applicationpursuant to Idaho Code §61-901
for authorityto execute a Loan Agreementin an amount not to exceed $15,000,000 with
the Rural Utilities Service ("RUS").In support of its Application,Albion states as
follows:
1.Applicantis a certificated telephonecorporation organized underthe
laws of the State of Idaho providing telecommunicationservices includinglocal
exchange service within the state of Idaho.
2.All notices and communications with regard to this Applicationshould be
served upon:
Conley Ward
GivensPursley LLP
277 North 6th Street,Suite 200
P.O.Box 2720
Boise,ID 83701
APPLICATION OF ALBION TELEPHONE COMPANY -1
Rich Redman
Albion Telephone Company
P.O.Box 98
Albion,Idaho 83311
[phone]
3.The proposed RUS loan proceeds will be used to pay for,and partially
reimburse general funds for,the following projects:(1)upgrade central office switching,
(2)install additional fiber and upgrade outside plant,(3)fund construction to meet
anticipated customer growth,and (4)general system improvements.
4.Applicant believes the proposed RUS loan will qualify as a hardship loan with
an interest rate of approximatelyfive percent (5%)per annum and a term of 15 years.If
the loan is not designated as a hardship loan,the interest rate will be at RUS's then
current market rates at the time of closing.
5.The proposed transactionis consistent with the public interest.Construction of
the upgraded facilities will improveservice for Albion's existingIdaho customers and
enable the Applicant to offer broadband communications services to both business and
residential users.
6.A copy of the Applicant'smost recent Annual Report showing the authorized
and outstanding classes of Applicant'ssecurities is on file with the Commission,and the
Applicantrespectfullyrequests the Commission take official notice thereof.A certified
copy of Applicant'sBoard of Directors'resolution authorizingthe proposed transactionis
attached hereto as Exhibit A.
7.A Proposed Order granting this Applicationis attached hereto as Exhibit B.
8.Notice of this Applicationwill be published within seven (7)days in The Idaho
Statesman (Boise).A copy of this Notice is attached as Exhibit C.
9.Applicantsubmits that the public interest does not require a hearing on this
matter and it requests that the Commission process this Applicationand determine this
matter by Modified Procedure,pursuantto Rule 23 of the Commission's Rules of Practice
APPLlCATION OF ALBION TELEPHONE COMPANY -2
and Procedure.In the event the Commission determines that formal proceedings on this
Applicationare necessary,Applicant stands ready for immediate hearing.
10.Applicant has therefore attached its filing fee,calculatedpursuant to Section
61-905,Idaho Code,in the amount of ONE THOUSAND DOLLARS ($1,000.00).
WHEREFORE,Applicant respectfullyrequests an Order of this Commission:
1.Grantingthe foregoingApplicationof Albion TelephoneCompany to execute
and deliver to the Rural Utilities Service a Loan Agreementin an amount not to exceed
$15,000,000;
2.Grantingsuch other relief as the Commission deems just and reasonable in
this matter.
DATED this 24th day of May 2002
Cogley War
GIVENS PURSLEYLLP
Attorneysfor Applicant
APPLICATION OF ALBION TELEPHONE COMPANY -3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 24th day of May,2002 I caused a true and
correct copy of the foregoing to be served upon:
Ms.Jean Jewell,Secretary
Idaho Public Utilities Commission
472 W.Washington Street
Boise,ID 83702
by hand deliveringthe same to the above-named at the last known address(s)as set forth
above.
APPLlCATION OF ALBION TELEPHONE COMPANY -4
GIVENS P RSLEY LLP
FILED
"(§§2m 30 PM U
LAW OFFICES ary G.Allen FranklinG Lee Judson B.Montgomery277North6thStreet,Suite 200 Christopher J eson a R.Lombardi Angela K.NelsonPOBox2720,Boise,Idaho83701 Michael ÚÔ afþé Dávi r o,Jr.Deborah E.NelsonTELEPHONE:208 388-1200 ey W.Hugh O'RiordanFACSIMILE:208 388-1300 ly star urkee KimberlyD.Maloney Kenneth L.PursleyWEBSITE:www.givenspursley.com Thomas E.Dvorak John M.Marshall Brad V.Sneed
Roy Lewis Eiguren KennethR.McGiure Conley E.Ward
Timothy P.Feamside Kelly GreeneMcConnell Robert B.White
Jeffrey C.Fereday Cynthia A.Melillo
Steven J.Hippler ChristopherH.Meyer RaymondD.Givens
Direct Dial:[phone] Karl T.Klein Kendall L.Miller James A.McClure
E-Mail:cewSeivenspursley.com DeboraK.Kristensen L.Edward Miller Stephanie C.Westermeier
AnneC.Kunkel PatrickJ.Miller OFCOUNSEL
May 30,2002
VIA HAND DELIVERY
Jean Jewell
Idaho Public Utilities Commission
472 W.Washington
P.O.Box 83720
Boise,ID 83720-0074
Re:Albion TelephoneCompany
Our File:5261-3
Dear Jean
Last week we filed Albion's Application for Loan Approval.At that time,we did
not have executedcopies of Exhibit A.I am now enclosing an original and four copies of
the executed Exhibit A.Please replace these originalswith the Exhibit A that was
attached to the Application at the time of filing.
If you have any questions,please call.
Sincerely,
Conley ard '
CEW/tns
Enclosure
S:\Clients\526l\3\Corr\2002-5-30 Jewell exhibit A.doc
CERTIFIED COPY OF MINUTES AUTHORIZING LOAN
APPLICATION AND AGREEMENT
I,ei-,do hereby certify that:I am the Secretary of Albion
Telephone Company (the "Member").
The following is a true and correct copy of excerpts from the minutes of a meeting
of the Board of Directors of the Member held //h J /-/,2002,as they appear in
the Minutes Book of the Member,said resolutions Ëulyadopted thereat;the meeting was
duly and regularlycalled in accordance with the bylawsof the Member;the Loan
Application and Agreement(the "Agreement")submitted herewith or to be submitted to
Rural Utilities Service are substantiallysimilar to the form of the Agreement as presented
to said meeting,the execution of which was authorizedby the Board of Directors and
said resolutions have not been modified or rescinded:
"The Board of Directors of Albion TelephoneCompany havingbeen advised by
its counsel that the Member is legally constituted,is in compliancewith all applicable
statutory,regulatoryand other legalrequirementsand is in good standing,and that an
application to be made to Rural Utilities Service ("RUS")for a loan and its approvalby
RUS,togetherwith the execution of an agreement as authorized by the Board,in the form
of the Agreementpresented at this meeting,will constitute valid and bindingobligations
of the Member,enforceableby and against the Member,in accordance with the terms of
these documents;
"RESOLVED,that the Member borrow from the Rural Utilities Service ("RUS")
an amount which shall not exceed in the aggregate $15,000,000 for a term as set
forth in the Agreement,and at such interest rate or rates as shall be prescribed in
the Agreement executed by and on behalf of the Member and delivered to RUS,
the proceeds of such loan to be used for purposes set forth in the Agreement and
consistently with the requirementsof existingagreements and security documents
of the Member;and,
"RESOLVED,that the President of the Member be and is hereby authorized to
execute,on behalf of the Member,an agreement substantiallyin the form of the
Agreementpresented to this meeting,to revise and modify said Agreement within
the amount so authorized;and to apply such further documents as may be need to
comply with RUS's requirements;and,
"RESOLVED,that the President is authorized on behalf of the Member to request
and receive funds pursuant to the Agreement and is directed to deposit such funds
in a bank account used for the general funds of the Member;and,
ALBION TELEPRONE COMPANY
CASE N0.MID-T-02-
ExmmT A
"RESOLVED,that the appropriate officers are authorized to take all actions they
deem advisable to carry out the purpose of these resolutions."
IN WITNESS WFIEREOF,I have hereunderset my hand and affixed the seal of
the Member,this J†day of SW ,2002.
Secretary
ALBION TELEPRONE COMPANY
CASE No.MIL-T-02-
EXNmlTA
CERTIFIED COPY OF MINUTES AUTHORIZING LOAN
APPLICATION AND AGREEMENT
I,,do hereby certify that:I am the Secretary of AlbionTelephoneCompany(the "Member").
The following is a true and correct copy of excerpts from the minutes of a meetingoftheBoardofDirectorsoftheMemberheld,2002,as they appear intheMinutesBookoftheMember,said resolutions duly adopted thereat;the meeting wasdulyandregularlycalledinaccordancewiththebylawsoftheMember;the LoanApplicationandAgreement(the "Agreement")submitted herewith or to be submittedtoRuralUtilitiesServicearesubstantiallysimilartotheformoftheAgreementaspresentedtosaidmeeting,the execution of which was authorized by the Board of Directors andsaidresolutionshavenotbeenmodifiedorrescinded:
"The Board of Directors of Albion Telephone Company havingbeen advised byitscounselthattheMemberislegallyconstituted,is in compliance with all applicablestatutory,regulatoryand other legal requirementsand is in good standing,and that anapplicationtobemadetoRuralUtilitiesService("RUS")for a loan and its approval byRUS,together with the execution of an agreement as authorizedby the Board,in the formoftheAgreementpresentedatthismeeting,will constitute valid and bindingobligationsoftheMember,enforceableby and against the Member,in accordance with the terms ofthesedocuments;
"RESOLVED,that the Member borrow from the Rural Utilities Service ("RUS")
an amount which shall not exceed in the aggregate $15,000,000 for a term as setforthintheAgreement,and at such interest rate or rates as shall be prescribed in
the Agreementexecuted by and on behalf of the Member and delivered to RUS,
the proceeds of such loan to be used for purposes set forth in the Agreement andconsistentlyviiththerequirementsofexistingagreementsandsecuritydocumentsoftheMember;and,
"REStíLVED,that the President of the Member be and is hereby authorizedto
execute,on behalf of the Member,an agreement substantiallyin the form of theAgreementpresentedtothismeeting,to revise and modify said Agreementwithintheamountsoauthorized;and to apply such further documents as may be need tocomplywithRUS's requirements;and,
"RESOLVED,that the President is authorized on behalf of the Member to request
and receive funds pursuantto the Agreement and is directed to deposit such fomds
in a bank account used for the general funds of the Member;and,
ALBlON TELEPHONE COMPANY
CASE No.MID-T-02-
ExinnlT A
"RESOLVED,that the appropriate officers are authorizedto take all actions they
deem advisable to carry out the purpose of these resolutions."
IN WITNESS WHEREOF,I have hereunderset my hand and affixed the seal of
the Member,this day of ,2002.
Secretary
ALRION TELEPHONE COMPANY
CASE No.MID-T-02-
EXHimTA
Conley Ward,Idaho State Bar #1683
GIVENS PURSLEY LLP
277 North 6th Street,Suite 200
P.O.Box 2720
Boise,ID 83701
[phone]
[phone] (fax)
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of Albion )Case No.Telephone Company for Authority to Borrow )from the Rural Utilities Service ("RUS")in an )PROPOSED ORDERAmountNottoExceed$15,000,000 )
On ,2002,Albion Telephone Company (hereinafter Applicant),filed an
Application for Loan Approvalwith this Commission requesting authorityto execute a
loan contract amendmentand supplementalmortgage in an amount not to exceed
$15,000,000 with the United States of America,acting through the Rural Utilities Service
("RUS").
In support of said Application,Applicantalleges that the proposed RUS loan
proceeds will be used to pay for,and partially reimburse general funds for,the following
projects:(1)upgrade central office switching,(2)install additional fiber and uppgrade
outside plant,(3)fund construction to meet anticipated customer growth,and (4)general
system improvements.
After examiningthe Applicationand supporting documentsand being fully
advised in the premises,the Commission hereby finds that a hearing in this matter is not
required,and that the proposed transaction is consistent with the public interest and the
Applicant'sproper performance of its duties as a public utility.
ALBION TELEPHONECOMPANY
CAsF No.MID-T-02-Exann
IT IS THEREFORE ORDERED that the Application of Albion Telephone
Company,for authorityto execute a loan contract amendmentand supplemental
mortgagewith the RUS in an amount not to exceed $15,000,000 be,and the same is
hereby granted.
DONE by Order of the Idaho Public Utilities Commission this day of
,2002.
Paul Kjellander,President
Dennis S.Hansen,Commissioner
Marsha Smith,Commissioner
ATTEST:
ALBION TELEPHONE COMPANY
CASE No.MID-T-02-
LEGAL NOTICE OF ALBION TELEPHONE COMPANY
APPLICATION FOR AUTHORITY TO BORROW FUNDS
NOTICE IS HEREBY GIVEN that on May 24,2002,Albion Telephone
Company,completed and filed with the Idaho Public Utilities Commission anApplicationforauthoritytoborrowupto$15,000,000 from the United States of America,acting throughthe Rural Utilities Service and in connection with the borrowing,to
execute a telephoneloan contract amendmentand a supplementalmortgage.
The Applicationis on file and is available for public inspection at the Idaho PublicUtilitiesCommission.Any person desiring to comment on said Applicationmust filepetitionsorprotestswiththeIdahoPublicUtilitiesCommissionwithinfourteen(14)days
of the filing date.If no protests are received within this time limit,the Commission may
consider the Application and enter its Order without setting the matter for hearing.IfwrittenprotestsarefiledwiththeCommissionwithinthetimelimitset,the Commissionwillconsiderthesame,and in its discretion,may set a hearing.Petitions or protests must
be filed with:Jean Jewell,Secretary,Idaho Public Utilities Commission,Statehouse,Boise,Idaho 83720.
Jean Jewell,Secretary
Idaho Public Utilities Commission
ALRION TELEPHONE COMPANY
CAsE No.MID-T-02-
EXmmT C