20120111Application.pdf

Michael C. Creamer (ISB No. 4030)
Kelsey J. Nunez (ISB No. 7899)
GIVENS PURSLEY LLP
601 W. Banock Street
P. O. Box 2720
Boise, il 83701-2720
Telephone No. [phone]
Fax No. [phone]
mcc(ggivenspursley.com
kjn(ggivenspursley.com
ORIGINAL
2012 i i PNli: l 8
Attorneys for Albion Telephone Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MA TIER OF THE APPLICATION
OF ALBION TELEPHONE COMPANY FOR
AUTHORITY TO BORROW FROM THE
FEDERAL FINANCE BANK IN THE
AMOUNT OF NOT MORE THAN
$17,075,000.00
Case No. ALB-T-12-Ol
APPLICATION OF ALBION
TELEPHONE COMPAN
Albion Telephone Company ("Albion" or "Company"), by and through its attorneys
Givens Pursley LLP, makes this Application pursuat to Idaho Code § 61-901 for authority to
execute and deliver a Reimbursement Note in favor of Rural Utilities Serce ("RUS"), a Futue
Advance Promissory Note ("FFB Note") in the amount of Seventeen Milion Seventy-Five
Thousand Dollars ($17,075,000.00) in favor of the Federal Finance Ban ("FFB") to be
guaranteed by RUS and secured by a Restated Mortgage, Security Agreement and Financing
Statement ("Mortgage"). In support of its Application, Albion states as follows:
1. Albion is a cerificated telephone corporation organized under the laws of the
State of Idaho providing telecommunication serices including local exchange serce with the
state of Idaho.
APPLICATION OF ALBION TELEPHONE COMPAN - 1
2. All notices and communications with regard to this Application should be sered
upon:
Michael C. Creamer
Kelsey J. Nunez
Givens Pursley LLP
P. O. Box 2720
Boise, ID 83701-2720
Richard Redan
Albion Telephone Company
225 West North Street
Albion, il 83311
3. Albion has applied for and received approval of a telecommuncations loan in the
amount of $17,075,000.00 ("Loan") from the FFB, which wil evidenced by the Note, guanteed
by RUS and secured by the Mortgage. Albion also would deliver to RUS the Reimbursement
Note evidencing Albion's obligation to reimburse RUS for all payments and costs incured by
RUS, if any, under its guarantee to FFB. The Mortgage as restated secures the Loan obligation,
together with Outstanding RUS Notes and Outstanding Co-Lender Notes given in connection
with loans to Albion by RUS and CoBan previously approved by the Commission. Copies of
the Reimbursement Note, FFB Note, Loan Agreement and the Mortgage are attached hereto as
Exhibits A, B, C and D, respectively.
4. A condition to the advance of fuds under the Loan is that Albion provide
evidence satisfactory to RUS that Albion has been released by D. L Evans Ban from Albion's
guarantee of a loan previously made by D.L. Evans to Syrnga Wireless, LLC. Albion no longeri
is a member of Syrnga Wireless, LLC, and is arranging for alterate, non-Company sourced
security to be provided to D.L. Evans Ban to satisfy this condition.
5. The proceeds of the Loan wil be used to build fiber to premises ("FTTP")
facilities capable of providing telephony, high-speed data, and broadband serices to all the
subscrbers in the Albion and Arco exchanges and to the majority of subscribers in the Malad
exchange. The fiber architectue is similar to a traditional twisted pai network in that each
sered customer wil have a dedicated fiber back to the central offce or remote electronic sites.
APPLICATION OF ALBION TELEPHONE COMPAN - 2
Installation of optical fiber and FTIP technology wil enable the Company to offer carer-class
telephony in addition to interactive two-way broadband serces, digital multimedia, Smar Grd
applications, TeleMedicine, TeleEducation/istance Learing, TeleCommuting, public safety
servces and enterainment serices.
8. The proposed transaction is consistent with the public interest. Constrction and
upgrading of high speed infrastrcture wil improve basic and advanced serce for Albion's
customers, fuer serve the goals of universal serice and provide economic stimulus to rual
communities in souther Idaho.
9. A Proposed Order granting this Application is attached hereto as Exhibit E.
10. Notice of this Application wil be published within seven (7) days in The Idaho
Statesman (Boise). A copy of this Notice is attached as Exhibit F.
11. Albion submits that the public interest does not require a hearng on this matter
and it requests that the Commission process this Application and deterine this matter by
Modified Procedure, pursuant to Rules 201 to 210 of the Commission's Ru1es of Practice and
Procedure. In the event the Commission deterines that formal proceedings on this Application
are necessar, Albion stands ready for immediate hearng.
12. Albion has submitted contemporaneously herewith, its filing fee, calcu1ated
pursuant to Section 61-905, Idaho Code, in the amount of$l,OOO.OO.
WHEREFORE, the Company respectfully requests an Order of this Commission granting
the foregoing Application of Albion Telephone Company to execute and deliver to the Rural
Utilities Serce the Note in an amount not to exceed $17,075,000.00, the Loan Agreement, the
Mortgage and related documents in connection with the Loan.
RESPECTFULLY SUBMITTED ths 11th day of Januar 2012.
APPLICATION OF ALBION TELEPHONE COMPAN - 3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 11 th day of Januar 2012, I caused to be sered the
original and four (4) copies of the foregoing Application by the method indicated below, and
addressed to the following:
Jean Jewell, Secretar
Idaho Public Utilties Commission
472 W. Washington Street
P.O. Box 83720
Boise,ID 83720-0074
U.S. Mail
X Hand Delivered
Overight Mail
Facsimile
~~Michael C. cre~
APPLICATION OF ALBION TELEPHONE COMPAN - 4
EXHIBIT
l A
REIMBURSEMENT NOTE
Idaho 504-L9
Albion, Idaho
THIS REIMBURSEMENT NOTE (hereinafter the "Note, ") dated as .of
October 26, 2011, is made by ALBION TELEPHONE COMPANY (hereinafter the
"Borrower,") a corporation duly organized and existing under the laws of the State of Idaho, to
the UNITED STATES OF AMRICA, (hereinafter the "Government,") acting through the
Administrator of the Rural Utilities Service ("RUS. ") For value received, the Borrower promises
to pay on demand to the order of the Government, at the United States Treasury, Washington,
D.C., pursuant to a certain Loan Agreement, dated the same date as this Note (hereinafter the
"Loan Agreement, ") made by and between the Borrower and the Government, and remaining
unpaid from time to time, in the time and manner herein provided:
1. Amount. All amounts, including, without limitation, principal and interest (the
"Reimbursed Amount,") paid by the Government from time to time pursuant to that
certain Loan Agreement and guaranteed by RUS (the "RUS Guarantee,") made by RUS
to the Federal Financing Bank ("FFB ") of amounts payable to FFB under a note dated the
same date as this Note, made by the Borrower payable to FFB and guaranteed by RUS
(the "FFB Note,") pursuant to the Rural Electrcation Act (7 U.S.C. 901 et seq.) (the
"Act,"); Section 6 of the Federal Financing Bank Act of 1973 (12 U.S.c. § 2285); and the
Note Purchase Commitment and Servicing Agreement, as amended and as it may be
amended, supplemented, or restated from time to time, dated as of January 1, 1992,
between FFB and RUS (all such amounts hereinafter collectively called the "Princìpal
Amount.")
2. Interest Rate. Interest on the Principal Amount from the respective date on such payment
by RUS to FF, at the Late Charge Rate, as that term is defied in the FF Note.
3. Security. This Note is secured ay a security interest in collateral described in the
Restated Mortgage, Security Agreement, and Financing Statement, dated the same date as
this Note, made by and between the Borrower and the Government, as it may have
heretofore been, or as it may hereafter be, amended, supplemented, and restated, or
consolidated from time to time in accordance with its terms (hereinafter the "Mortgage")
and/or in the Loan Agreement. Rights and obligations with respect to the collateral are
stated therein.
4. Noteholder. This Note evidences indebtedness created by a loan or loan guarantee made
under the Act. The Government shall be and shall have all rights as holder of ths Note.
5. Default. In an event of default, as provided in the Loan Agreepient and/or Mortgage, all
principal advanced pursuant to the Loan Agreement and remaining unpaid on this Note,
Page 1
and all interest thereon may be declared or may become due and payable in the manner
and with the effect provided in the Loan Agreement and/or Mortgage.
6. Costs. The Borrower shall pay administrative costs and penalty charges assessed in
accordance with applicable regulations, and any and all costs and expenses incurred in
connection with the exercise of rights or the enforcement of remedies, às set forth in the
Loan Agreement and/or Mortgage.
7. Waivers. The Borrower waives demand, presentment for payment, notice of non-
payment, notice of dishonor, protest, and notice of non-payment of this Note.
8. Obligations. The obligations of the Borrower hereunder are absolute and unconditional,
irrespective of any defense or any right to set off, recoupment, or counterclaim it might
otherwise have against the Government.
9. Subrogation. So longas FFB has received all amounts then due to it under the RUS
Guarantee, the Borrower agrees to pay all amounts due on this Note directly to RUS.
Nothing herein shall limit the Governent's rights of subrogation which may arse asa
result of payments made by RUS pursuant to theRUS Guarantee.
10. FFBNote. Neither the execution and delivery of this Note by the Borrower to the
Government nor the failure of the Governent to exercise any of its rights, powers,
privileges or remedies under the Mortgage with respect to this Note, shall be deemed to
be a waiver of any right, power, privilege or remedy of the Government, as a holder of
the FFB Note, under the Mortgage.
IN WITNESS WHEREOF, the Borrower has. caused this Note to be signed in its
corporate or legal name and its corporate seal, if any, to be hereunto affixed and attested by its
offcers thereunto duly authorized, all as of the day and year first above written.
BORROWER:
by
Title:
(SEAL)
Attested to by:
Secretary
Page 2
EXHIBIT
l lS(10-01) RUS
FOR FFB USE ONLY:
Last Day
for an
Advance (13)10/26/2016
Note Identifier:Maximum,Principal
Amount (~4)$17,075, 000. 00
Purchase Date:FinalMaturity
Date (~5'December 31,2030
First Principal
Payment
Date (~8)10/31/2013
FOR RUS USE ONLY:SecurityInstrument
( ~24)
Mertge.ge i Seçi.ri.ty
Agreement arø.l"inanøi.ng
Statement dated October2 6 ,2 all, made by and
between Albion Telephone
Company and the United
States of America.
(Idaho S04-L9 Albion)
RUS
Note
Number:
Note
Date 10/26/2 all
Place
ofIssue Albion, Idaho
FUTURE ADVANCE PROMISSORY NOTE
i. Promise to Pay.
FOR VALUE RECEIVED i
ALBION TELEPHONE COMPANY
(the "Borrower, II which term includes any successors or assigns)
promises to pay the FEDERAL FINANCING BA ("FFB," which term
includes any successors or assigns) at the times, in the manner,
and with interest at the rates to be established as hereinafter
provided, such amounts as may be advanced from time to time by
FFB to the Borrower under this Note (each such amount being anII Advance", and more than one such amount being "Advances ") .
(NOTE TYPE 7)NEW LOAN NOTE - page 1
(10-01)RUS
2. Reference to Note Purchase Commitment and Servicing
Agreement: RUS as Successor to REA.
This Note is entitled to the benefits of, and is subject to
the requirements of, the Note Purchase Commitment and Servicing
Agreement dated as of January 1, 1992, between FFB and the
Administrator of the Rural Electrification Administration
("REA"), as amended (such agreement, as it has heretofore been,
and as it may hereafter be, amended, supplemented, or restated
from time to time in accordance with its terms, being the
"Agreement "). The Administrator of the Rural Utili ties Service
(IIRUS") is the successor to the Administrator of REA pursuant to
Public Law No. 103-354, 108 Stat. 3209 (1994), and Secretary of
Agriculture Memorandum 1010-1 dated October 20, 1994.
3. Advances: Advance Requests; RUB Approval Requirement; Last
Day for an Advance.
(a) FFB shall make Advances to the Borrower from time to
time under this Note, in each case upon the written request by
the Borrower for an Advance under this Note, in the form of
request attached to this Note as Annex A (each such request being
an "Advance Reguest"), making reference to the particular "Note
Identifier" (as that term is defined in the Agreement) that FFB
assigns to this Note (as provided in the Agreement) andspecifying:
(1) the particular amount of funds that the Borrower
requests to be advanced (such amount being the "Requested
Advance Amount" for the respective Advance) ;
(2) the particular calendar date that the Borrower
requests to be the date on which the respective Advance is
to be made (such date being the "Requested Advance Date" for
such Advance), which date must be a Business Day;
(3) the particular bank account to which the Borrower
requests that the respective Advance be made;
(4) the particular calendar date that the Borrower
selects to be the date on which the respective Advance is to
mature (such date being the "Maturity Date" for such
Advance), which date must meet the criteria for Maturity
Dates prescribed in paragraph 5 of this Note;
(5) with respect to each Advance for which the Borrower
selects a Maturity Date that will occur on or after the
particular date specified on page 1 of this Note as being
the "First Principal Payment Date," the particular method
for the repayment of principal that the Borrower selects for
the respective Advance from among the options described in
subparagraph (b) of paragraph 8 of this Note; and
(NOTE TYPE 7)NEW LOAN NOTE ~ page 2
(l0-01)RUS
(6) wi th respect to each Advance for which the Borrower
selects a Maturity Date that will occur on or after the
fifth anniversary of the Requested Advance Date specified in
the respective Advance Request, the particular prepayment/
refinancing privilege that the Borrower elects for such
Advance from between the options described in
subparagraphs (b) and (c) of paragraph 16 of this Note.
(b) To be effective, an Advance Request must first bedeli vered to RUS for approval and be approved by RUS in writing,
and such Advance Request, together with written notification of
RUS's approval thereof, must be received by FFB on or before the
third Business Day before the Requested Advance Date specified insuch Advance Request.
(c) FFB shall make each requested Advance on the Requested
Advance Date specified in the respective Advance Request, subject
to the provisions of the Agreement describing certain
circumstances under which a requested Advance shall be made on a
later date; provided, however, that no Advance shall be made
under this Note after the particular date specified on page 1 of
this Note as being the lILast Day for an Advance. "
(d) FFB shall make each requested Advance by electronic
funds transfer to the particular bank account specified in the
respective Advance Request.
(e) The Borrower hereby agrees that each Advance made by FFB
in accordance with an RUS-approved Advance Request delivered to
FFB shall reduce, by the amount of the respective Advance made,
FFB i S remaining commitment to make Advances under this Note.
4. principal Amount of Advances; Maximum Principal Amount.
The principal amount of each Advance shall be the Requested
Advance Amount specified in the respective Advance Request;
provided, however, that the aggregate principal amount of all
Advances made under this Note shall not exceed the particular
amount specified on page 1 of this Note as being the "Maximum
Principal Amount. II
5. Maturity Dates for Advances.
Each Advance shall mature on the Maturity Date specified in
the respective Advance Request, provided that such Maturity Date
meets the following criteria:
(a) the Maturity Date for the respective Advance must
be a "Payment Datell (as that term is defined in paragraph 7
of this Note) ;
(NOTE TYPE 7)NEW LOAN NOTE - page 3
(10-01)RUS
(b) the Maturity Date for the respective Advance may
not be a date that will occur after the particular date
specified on page 1 of this Note as being the "FinalMaturity Date" (such date being the "Final Maturity Date") i
and
(c) the period of time between the Requested Advance
Date for the respective Advance and the Maturity Date for
such Advance may not" be less than one complete calendarquarter.
6. Computation of Interest on Advances.
(a) Subj ect to paragraphs 11 and 17 of this Note, interest
on the outstanding principal of each Advance shall accrue from
the date on which the respective Advance is made to the date on
which such principal is due.
(b) Interest on each Advance shall be computed on the basis
of (1) actual days elapsed from (but not including) the date on
which the respective Advance is made (for the first payment of
interest due under this Note for such Advance) or the date on
which the payment of interest was last due (for all other
payments of interest due under this Note for such Advance), to
(and including) the date on which the payment of interest is next
due ¡and (2) a year of 365 days (except in calendar years
including February 29, when the basis shall be a 366-day year) .
(c) The basic interest rate for each Advance shall be
established by FFB, as of the date on which the respective
Advance is made, on the basis of the determination made by theSecretary of the Treasury pursuant to section 6 (b) of the Federal
Financing Bank Act of 1973, as amended (codified at 12 U.S.C.
§ 2281 et seq.) (the "FFB Act") i provided, however, that the
shortest maturity used as the basis for any rate determination
shall be the remaining maturity of the most recently auctioned
United States Treasury bills having the shortest maturity of all
United States Treasury bills then being regularly auctioned.
(d) In the event that (1) the Borrower has selected for any
Advance a Maturity Date that will occur on or after the fifth
anni versary of the Requested Advance Date for such Advance, and
(2) the Borrower has elected for such Advance a prepayment/
refinancing privilege described in subparagraph (c) of
paragraph 16 of this Note, then the interest rate for such
Advance shall also include a price (expressed in terms of a basis
point increment to the applicable basic interest rate) for the
particular prepayment/refinancing privilege that the Borrower
selected, which price shall be established by FFB on the basis of
a determination made by FFB as to the difference between (A) the
estimated market yield of a notional obligation if such
obligation were to (i) be issued by the Secretary of the
(NOTE TYPE 7)NEW LOAN NOTE ..page 4
(10-01)RUS
Treasury, (ii) have a maturity comparable to the maturity of such
Advance, and (iii) include prepayment and refinancing privileges
identical to the particular prepayment/refinancing privilege that
the Borrower elected for such Advance, and (B) the estimated
market yield of a notional obligation if such obligation were to
(i) be issued by the Secretary of the Treasury, (ii) have a
maturity comparable to the maturity of such Advance, but
(iii) not include such prepayment and refinancing privileges.
7. Payment of Interest; Payment Dates.
Interest accrued on the outstanding principal amount of each
Advance shall be due and payable quarterly on the last day of
each calendar quarter (each such day being a "Payment Date"),
beginning (except as provided below) on the first payment Date to
occur after the date on which the respective Advance is made, up
through and including the Maturity Date of such Advance;
provided, however, that with respect to each Advance that is made
in the last month of any calendar quarter, payments of accrued
interest on the outstanding principal amount of the respective
Advance shall be due beginning on the second Payment Date to
occur after the date on which such Advance is made.
8. Repayment of Principal; Principal Repayment Options.
(a) The principal amount of each Advance shall be payable in
quarterly installments, which installments shall be due beginning
on the particular date specified on page 1 of this Note as being
the "First Principal Payment Date" (such date being the "First
Principal Payment Date"), and shall be due on each Payment Date
to occur thereafter until the principal amount of the respective
Advance is repaid in full on or before the Final Maturity Date;
provided, however, that with respect to each Advance that is made
after the First Principal Payment Date, principal installments
shall be due beginning on the second Payment Date to occur after
the date on which the respective Advance is made; and provided,
further, however, that for so long as the Borrower has not
selected a method for the repayment of principal for any of the
Advances made under this Note from among the options described in
subparagraph (b) of this paragraph 8, the First Principal Payment
Date of this Note may be deferred by the mutual agreement of the
Borrower, RUS, and FFB, provided that a written amendment to this
Note reciting the new and later First Principal Payment Date
shall have been executed by the Borrower, approved by RUS, and
received by FFB on or before the third Business Day before the
First principal Payment Date that is in effect immediately before
such deferral.
(b) At the time that the Borrower first selects for any
Advance a Maturity Date that will occur on or after the First
Principal Payment Date, the Borrower must also select, subj ect to
RUB approval, a method for the repayment 6f principal of such
(NOTE TYPE 7)NEW LOAN NOTE · page 5
(l0-01)RUS
Advance (each such Advance being an "Amortizing Advance") from
among the following options:
(1) "equal principal installments" -- the amount of
each quarterly principal installment shall be substantially
equal to the amount of every other quarterly principal
installment and shall be sufficient, when added to all other
such quarterly installments of equal principal i to repay the
principal amount of such Amortizing Advance in full on the
Final Maturity Date (notwithstanding the fact that the
Borrower may have selected a Maturity Date for such
Amortizing Advance that will occur before the Final Maturity
Date) ;
(2) "graduated principal installments" -- the amount of
each of the first one-third (or nearest number of payments
that rounds to one-third) of the total number of quarterly
principal installments shall be substantially equal to
one-half of the amount of each of the remaining quarterly
principal installments, and shall be sufficient i when added
to all other such quarterly installments of graduated
principal i to repay the principal amount of such Amortizing
Advance in full on the Final Maturity Date (notwithstanding
the fact that the Borrower may have selected a Maturity Date
for such Amortizing Advance that will occur before the FinalMaturity Date) i or
(3) "level debt service II - - the amount of each
quarterly payment consisting of a principal installment and
accrued interest shall be substantially equal to the amount
of every other quarterly payment consisting of a principalinstallment and accrued interest i and shall be sufficient i
when added to all other such level quarterly paymentsconsisting of a principal installment and accrued interest i
to repay the principal amount of such Amortizing Advance in
full on the Final Maturity Date (notwithstanding the fact
that the Borrower may have selected a Maturity Date for such
Amortizing Advance that will occur before the Final Maturity
Date) .
(c) For each Amortizing Advance, the amount of principal
that shall be due and payable on each of the dates specified in
subparagraph (a) of this paragraph 8 shall be the amount of the
principal installment due under a principal repayment schedule
for the respective Amortizing Advance that is computed in
accordance with the principles of the particular method for the
repayment of principal that is selected by the Borrower for such
Amortizing Advance from among the options described in
subparagraph (b) of this paragraph 8. Except at the times
described in the immediately following sentence, the method for
the repayment of principal that is selected by the Borrower for
any Amortizing Advance, and the resulting principal repayment
(NOTE TYPE 7)NEW LOAN NOTE - page 6
(10- 01)RUB
schedule that is so computed for such Amortizing Advance, may notbe changed. Notwithstanding the foregoing, with respect to each
Amortizing Advance for which the Borrower has selected a Maturity
Date that will occur before the Final Maturity Date, the Borrower
may change the particular method for the repayment of principal
that was selected by the Borrower for the respe€tive Amortizing
Advance from either the "equal principal installments" method or
the "graduated principal installments" method to the "level debt
service" method at the time (if ever) that the Borrower elects to
extend the maturity of such Amortizing Advance (as provided in
paragraph 15 of this Note), effective as of the effective date of
such maturity extension, or at the time (if ever) that the
Borrower elects to refinance the outstanding principal amount of
such Amortizing Advance (as provided in paragraph is of this
Note), effective as of the effective date of such refinancing,
and the principal repayment schedule for such Amortizing Advance
shal 1 thereupon be newly computed in accordance wi th the "level
debt service II method for the repayment of principal. After the
Borrower has selected the Final Maturity Date as the Maturity
Date for any Amortizing Advance, the Borrower may so change the
particular method for the repayment of principal of any
Amortizing Advance, and the principal repayment schedule for such
Amotizing Advance shall be so newly computed, only at the time
(if ever) that the Borrower elects to refinance the outstanding
principal amount of such Amortizing Advance (as provided in
paragraph is of this Note), effective as of the effective date ofsuch refinancing.
(d) with respect to each Advance that has a Maturity Date
that will occur before the Final Maturity Date, the entire unpaid
principal amount of the respective Advance shall be payable on
such Maturity Date, subject to extensions of the maturity of suchAdvance (as provided in paragraph 15 of this Note) .
(e) Notwithstanding which of the methods for the repayment
of principal described in subparagraph (b) of this paragraph 8 is
selected by the Borrower for any Amortizing Advance, the
aggregate of all quarterly payments of principal and interest on
such Amortizing Advance shall be such as will repay the entire
principal amount of such Amortizing Advance, and pay all interest
accrued thereon, on or before the Final Maturity Date.
9. Fee.
A fee to cover expenses and contingencies, assessed by FFB
pursuant to section 6 (c) of the FFB Act, shall accrue on the
outstanding principal amount of each Advance from the date on
which the respective Advance is made to the date on which the
principal amount of such Advance is due. The fee on each Advance
shall be equal to one-eighth of one percent (0.125%) per annum of
the unpaid principal balance of such Advance. The fee on each
Advance shall be computed in the same manner as accrued interest
(NOTE TYPE 7)NEW LOAN NOTE - page 7
(10-01)RUS
is êornpüteci urcierparagrapb ~(b) of this Note, and shall be due
and payable at the same times as accrued interest is due and
payablêürider paragraph 7ø:f this Note (adjusted as provided in
Jiarag:raphlOOfthis NOte if a Payment Date is not a BusinessDe.y). The fee on each Acivanceshall be credi ted to RUS as
rel~ired byseetioI1 505(0) of the Federal Credit Reform Act of
1990, as amended (codified at 2 u. s. C. § 661d (c) ) .
10. Business Days.
(a) Whenever any Payment Date, the Maturity Date for any
Advance, or the Final Maturity Date shall fallon a day on which
either FFB or the Federal Reserve Bank of New York is not open
for business, the payment that would otherwise be due on such
Payment Date, Maturity Date, or Final Payment Date, as the case
may be, shall be due on the first day thereafter on which FFB and
the Federal Reserve Bank of New York are both open for business
(any such day being a "Business Day") .
(b) In the event that any Payment Date falls on a day other
than a Business Day, then the extension of time for making the
payment that would otherwise be due on such Payment Date shall be
(1) taken into account in establishing the interest rate for the
respective Advance, (2) included in computing interest due in
connection with such payment, and (3) excluded in computing
interest due in connection with the next payment.
(c) In the event that the Maturity Date for any Advance or
the Final Maturity Date falls on a day other than a Business Day,
then the extension of time for making the payment that would
otherwise be due on such Maturity Date or the Final Maturity, as
the case may be, shall be (1) taken into account in establishing
the interest rate for such Advance, and (2) included in computing
interest due in connection with such payment.
11. Late Payments.
(a) In the event that any payment of any amount owing under
this Note is not made when and as due (any such amount being then
an "Overdue Amount"), then the amount payable shall be such
Overdue Amount plus interest thereon (such interest being the
"Late Charge") computed in accordance with this subparagraph (a).
(1) The Late Charge shall accrue from the scheduled
date of payment for the Overdue Amount (taking into account
paragraph 10 of this Note) to the date on which payment is
made.
(2) The Late Charge shall be computed on the basis of(A) actual days elapsed from (but not including) the
scheduled date of payment for such Overdue Amount (taking
into account paragraph 10 of this Note) to (and including)
(NOTE TYPE 7)NEW LOAN NOTE. page 8
(10-01)RUS
the date on which payment is made, and (B) a year of 365
days (except in calendar years including February 29, when
the basis shall be a 366-day year) .
(3) The Late Charge shall accrue at a rate (the "Late
Charge Rate") equal to one and one-half times the rate to be
determined by the Secretary of the Treasury taking into
consideration the prevailing market yield on the remaining
maturity of the most recently auctioned 13 -week United
States Treasury bills.
(4) The initial Late Charge Rate shall be in effect
until the earlier to occur of either (A) the date on which
payment of the Overdue Amount and the amount of the accrued
Late Charge is made, or (B) the first Payment Date to occur
after the scheduled date of payment for such Overdue
Amount. In the event that the Overdue Amount and the amount
of the accrued Late Charge are not paid on or before the
such Payment Date, then the amount payable shall be the sum
of the Overdue Amount and the amount of the accrued Late
Charge, plus a Late Charge on such sum accruing at a new
Late Charge Rate to be then determined in accordance with
the principles of clause (3) of this subparagraph (a). For
so long as any Overdue Amount remains unpaid, the Late
Charge Rate shall be redetermined in accordance with the
principles of clause (3) of this subparagraph (a) on each
Payment Date to occur thereafter, and shall be applied to
the Overdue Amount and all amounts of the accrued Late
Charge to the date on which payment of the Overdue Amount
and all amounts of the accrued Late Charge is made.
(b) Nothing in subparagraph (a) of this paragraph 11 shall
be construed as permitting or implying that the Borrower may,
without the written consent of FFB, modify, extend, alter or
affect in any manner whatsoever (except as explicitly provided
herein) the right of FFB to receive any and all payments on
account of this Note on the dates specified in this Note.
12. Final Due Date.
Notwi,thstanding anything in this Note to the contrary, all
amounts outstanding under this Note remaining unpaid as of the
Final Maturity Date shall be due and payable on the Final
Maturity Date.
13. Manner of Making Payments.
(a) For so long as FFB is the holder of this Note and RUS is
the loan servicing agent for FFB (as provided in the Agreement) ,
each payment under this Note shall be made in immediately
available funds by electronic funds transfer to the account
(NOTE TYPE 7)NEW LOAN NOTE - page 9
(10-01)RUB
specified from time to time by RUS, as loan servicing agent for
FFB, in a written notice delivered by RUS to the Borrower.
(b) In the event that FFB is the holder of this Note but RUS
is not the loan servicing agent for FFB, then each payment under
this Note shall be made in immediately available funds by
electronic funds transfer to the account specified from time to
time by FFB in a written notice delivered by FFB to the Borrower.
(c) In the event that FFB is not the holder of this Note,
then each payment under this Note Shll be made in the manner and
to the account specified from time to time by the holder in a
written notice delivered by the holder to the Borrower.
14. Application of Payments.
Each payment made on this Note shall be applied, first i to
the payment of Late Charges (if any) payable under paragraphs 11
and 19 of this Note, then to the payment of premiums (if any)
payable under paragraphs 17 and is of this Note, then to the
payment of unpaid accrued interest, then on account of
outstanding principal, and then to the payment of the fee payable
under paragraph 9 of this Note.
15. Maturity Extensions.
(a) With respect to each Advance for which the Borrower has
selected a Maturity Date that will occur before the FinalMaturity Date (each such Maturity Date being an "Interim Maturity
Date "), the Borrower may, effective as of such Interim Maturity
Date, elect to extend the maturity of all or any portion of the
outstanding principal amount of the respective Advance (subject
to subparagraph (c) of this paragraph 15) to a new Maturity Date
to be selected by the Borrower in the manner and subj ect to the
limitations specified in this subparagraph (a) (each such
election being a "Maturity Extension Election"; each such
elective extension of the maturity of any Advance that has an
Interim Maturity Date being a "Maturity Extension"; and the
Interim Maturity Date that is in effect for an Advance
immediately before any such elective Maturity Extension being,
from and after such Maturity Extension, the "Maturity ExtensionEffective Date") .
(1) Except under the circumstances described in
clause (3) of this subparagraph (a), the Borrower shall
deliver to FFB (with a copy to RUB) written notification of
each Maturity Extension Election, in the form of
notification attached to this Note as Annex B-1 (each such
notification being a "Maturity Extension Election Notice") ,
making reference to the "Advance Identifier" (as that term
is defined in the Agreement) that FFB assigned to such
(NOTE TYPE 7)NEW LOAN NOTE .. page 10
(10-01)RUB
Advance (as provided in the Agreement) and speci fying, among
other things, the following:
(A) the amount of the outstanding principal of the
such Advance with respect to which the Borrower elects
to extend the maturity (subject to subparagraph (c) of
this paragraph 15); and
(B) the new Maturity bate that the Borrower
selects to be in effect for such principal amount after
the respective Maturity Extension Effective Date, whichdate:
(i) may be either a new Interim Maturity Date
or the Final Maturity Date; and
(ii) in the event that the Borrower selects a
new Interim Maturity Date as the new Maturity Date
for any Advance, must meet the criteria for
Maturi ty Dates prescribed in paragraph 5 of this
Note (provided, however, that, for purposes of
selecting a new Maturity Date in connection with a
Maturity Extension Election, the reference to "the
Requested Advance Date for the respective Advance"
in subparagraph (c) of paragraph 5 of this Note
shall be deemed to be a reference to "therespective Maturity Extension Effective Date ") .
(2) To be effective, a Maturity Extension Election
Notice must be received by FFB on or before the third
Business Day before the Interim Maturity Date in effect for
the respective Advance immediately before such MaturityExtension.
(3) In the event that either of the circumstances
described in subclause (A) or (B) of the next sentenceoccurs, then a Maturity Extension Election Notice (in the
form of notice attached to this Note as Annex B-2), to be
effective, must first be delivered to RUS for approval and
be approved by RUB in writing, and such Maturity Extension
Election Notice, together with written notification of RUB i S
approval thereof, must be received by FFB on or before the
third Business Day before the Interim Maturity Date in
effect for the respective Advance immediately before such
Maturity Extension. RUS approval of a Maturity Extension
Election Notice will be required under either of the
following circumstances:
(A) (i) any payment of any amount owing under this
Note is not made by the Borrower when and as due,
(ii) payment is made by RUB in accordance with the
guarantee set forth at the end of this Note i and
(NOTE TYPE 7)NEW LOAN NOTE- page 11
(10-01)RUB
(iii) RUS delivers notice to both the Borrower and FFB
advising each of them that each Maturity Extension
Election Notice delivered by the Borrower after the
date of such notice shall require the approval of RUS;or
(B) FFB at any time delivers notice to both the
Borrower and RUS advising each of them that each
Maturity Extension Election Notice delivered by the
Borrower after the date of such notice shall require
the approval of RUS.
(b) With respect to any Advance that has an Interim Maturity
Date, in the event that FFB does not receive a Maturity ExtensionElection Notice (and, if required under clause (3) of
subparagraph (a) of this paragraph 15, written notification of
RUS's approval thereof) on or before the third Business Day
before such Interim Maturity Date, then the maturity of such
Advance shall be extended automatically in the manner and subject
to the limitations specified in this subparagraph (b) (each such
automatic extension of the maturity of any Advance that has an
Interim Maturity Date also being a "Maturity Extension"; and the
Interim Maturity Date that is in effect for an Advance
imTediately bèfore any auch automatic Maturity Extension also
peî.ng, from and after such Maturity Extension, the "Maturity
&tenaiQngf feetin Date") .
(1) The new Maturity Date for such Advance shall be the
immediately following quarterly Payment Date.
(2) If the Interim Maturity Date that is in effect for
such Advance immediately before such automatic MaturityExtension is:
(A) a payment Date that occurs before the Firstprincipal Payment Date (i. e., such Advance is not an
Amortizing Advance), then the amount of principal that
will have its maturity extended automatically shall be
the entire outstanding principal amount of such
Advance;
(B) the Payment Date that immediately precedes the
First Principal Payment Date, then the method for the
repayment of principal that shall apply to such Advance
from and after the respective Maturity ExtensionEffective Date shall be the iilevel debt service"
method; and
(e) either the First Principal Payment Date or a
payment Date that occurs after the First Principal
Payment Date (i.e., such Advance is an Amortizing
Advance), then:
(NOTE TYPE 7)NEW LOAN NOTE.. page 12
(10-01)RUS
(i) the amount of principal that will have
its maturity extended automatically shall be the
outstanding principal amount of such Advance less
the principal installment that is due on therespective Maturity Extension Effective Date (asprovided in subparagraph (c) of thi s paragraph lSi
and
(ii) the method for the repayment of
principal that shall apply to such Advance from
and after the respective Maturity Extension
Effective Date shall be the same method that
applied to such Advance immediately before suchMaturi ty Extension Effective Date.
(c) In the event that the maturity of any Amortizing Advance
that has an Interim Maturity Date is extended under either
subparagraph (a) or (b) of this paragraph 15, then the principal
installment that is due on the respective Maturity Extension
Effective Date, in accordance with the principal repayment
schedule that applied to such Amortizing Advance immediately
before such Maturity Extension Effective Date, shall nevertheless
be due and payable on such Maturity Extension Effective Date
notwithstanding such Maturity Extension.
(d) In the event that the maturity of any Advance that has
an Interim Maturity Date is extended under either
subparagraph (a) or (b) of this paragraph 15, then the basic
interest rate for such Advance, from and after the respective
Maturity Extension Effective Date, shall be the particular rate
that is established by FFB, as of such Maturity Extension
Effective Date, in accordance with the principles of
subparagraph (c) of paragraph 6 of this Note.
(e) In the event that (1) the maturity of any Advance that
has an Interim Maturity Date is extended under either
subparagraph (a) or (b) of this paragraph 15, and (2) the
Maturity Date for such extended Advance is a date that will occur
before the fifth anniversary of the respective Maturity Extension
Effective Date, then the prepayment/refinancing privilege
described in subparagraph (b) of paragraph 16 of this Note shall
apply automatically to such Advance.
(f) In the event that (1) the Borrower makes a Maturity
Extension Election with respect to any Advance that has an
Interim Maturity Date, and (2) the Borrower selects as the
Maturity Date for such extended Advance a new Maturity Date that
will occur on or after the fifth anniversary of the respective
Maturity Extension Effective Date, then the Borrower must elect a
prepayment/refinancing privilege for such extended Advance from
between the options described in subparagraphs (b) and (c) of
paragraph 16 of this Note (provided, however, that each of the
(NOTE TYPE 7)NEW LOAN NOTE ~ page 13
(10-01)RUB
references to lithe Requested Advance Date for such Advance" in
subparagraph (c) of paragraph 16 of this Note shall be deemed to
be a reference to lithe respective Maturity Extension Effective
Date"). The Maturity Extension Election Notice delivered by the
Borrower in connection with each such Matiirity EJteiisiQnElection
must also specify the particular prepàyme1'tlrefit:anci:ng privile$e
that the Borrower elects for the respeetiveextencied Aci"ance. In
the event that the Borrower elects: for any such :extendeci 11d,vance
a prepayment/refinancing privilege described in SJîbpar-flgxc1ph tc)of paragraph 16 of this Note, then theinteréstrateforsuch
extended Advance, from and after the respective Maturity
Extension Effective Date, shall include a price (expressed in
terms of a basis point increment to the applicable basic interest
rate) for the particular prepayment/refinancing privilege that
the Borrower elects, which price shall be established by FFB, as
of such Maturity Extension Effective Date, in accordance with the
principles of subparagraph (d) of paragraph 6 of this Note.
(g) In the event that the maturity of any Amortizing Advance
that has an Interim Maturity Date is extended under either
subparagraph (a) or (b) of this paragraph 15, then the
outstanding principal amount of such Amortizing Advance, after
the respective Maturity Extension Effective Date, shall be dueand payable in accordance with this subparagraph (g).
(1) With respect to each Amortizing Advance to which
either the "equal principal installments" method or theIIgraduated principal installments" method for the repayment
of principal applies, the amount of the quarterly principal
installments that will be due after the respective Maturity
Extension Effective Date shall be equal to the amount of the
quarterly installments of equal principal or graduated
principal i as the case may be, that were due in accordance
with the principal repayment schedule that applied to such
Amortizing Advance immediately before such Maturity
Extension Effective Date.
(2) With respect to each Amortizing Advance to whichthe II level debt service ii method for the repayment of
principal applies i the amount of the level quarterly
payments consisting of a principal installment and accrued
interest that will be due after the respective Maturity
Extension Effective Date shall be newly computed so that the
amount of each such quarterly payment consisting of a
principal installment and accrued interest (taking into
account the new interest rate that is in effect for such
Amortizing Advance from and after such Maturity Extension
Effective Date) shall be substantiailyeqal to the atåô'lt
of every other quarterly paymenteon~i~tin~ of aprinei~al
installment and accrued interest,andsba:i1 besufficieD.tL
when added to all other such newly"cOtput:e4 ievel quarterly
payments consisting of a principc1l iiistal1mentand accrued
(NOTE TYPE 7)NEW LOAN NOTE - page 14
(10- 01) RUS
interest, to repay the outstanding principal amount of such
Amortizing Advance in full on the Final Maturity Date
(notwithstanding the fact that the Borrower may have
selected an Interim Maturity Date for such Amortizing
Advance) .
(3) For each such Amortizing Advance, the quarterly
installments of equal principal or graduated principal, or
the newly-computed level quarterly payments consisting of a
principal installment and accrued interest, as the case may
be, shall be due beginning on the first Payment Date to
occur after the respective Maturity Extension Effective
Date, and shall be due on each Payment Date to occur
thereafter up through and including the earlier to occur of
either (A) the new Maturity Date for such extended
Amortizing Advance, on which date the entire unpaid
principal amount of such extended Amortizing Advance shall
also be payable, subject to further Maturity Extensions if
the new Maturity Date is an Interim Maturity Date, or
(B) the date on which the entire principal amount of such
extended Amortizing Advance, and all unpaid interest (andLate Charges, if any) accrued thereon, are paid.
(h) The maturity of each Advance may be extended more than
once as provided in this paragraph 15, but upon the occurrence of
the Final Maturity Date, no further Maturity Extensions mayoccur.
16. Prepayment/Refinancing Privileges.
(al The prepayment/refinancing privilege described in
subparagraph (b) of this paragraph 16 shall apply automatically
to each Advance that has a Maturity Date that will occur before
the fifth anniversary of the Requested Advance Date specified in
the respective Advance Request. With respect to each Advance for
which the Borrower has selected a Maturity Date that will occur
on or after the fifth anniversary of the Requested Advance Date
specified in the respective Advance Request, the Borrower must
elect, at the time of requesting the respective Advance, the
particular prepayment/refinancing privilege that is to apply to
such Advance from between the options described in subparagraphs
(b) and (c) of this paragraph 16.
(b) "Market Value Premium (or Discount) II -- The Borrower
shall have the privilege to prepay the respective Advance (as
provided in paragraph i 7 of this Note) or to refinance such
Advance (as provided in paragraph 18 of this Note) at a
prepayment or refinancing price that will include, in either
case, a premium (or discount credit) equal to the difference
between:
(NOTE TYPE 7)NEW LOAN NOTE - page 15
(10-01)RUS
(1) the price for such Advance that would, if such
Advance (including all unpaid interest accrued thereon
through the date of prepayment or refinancing, as the case
may be) were purchased by a third party and held to the
Maturity Date of such Advance, produce a yield to the third-
party purchaser for the period from the date of purchase to
the Maturity Date of such Advance substantially equal to the
interest rate that would be set on a loan from the Secretary
of the Treasury to FFB to purchase an obligation having a
payment schedule identical to the payment schedule of such
Advance for the period from the date of prepayment or
refinancing, as the case may be, to the Maturity Date of
such Advance; and
(2) the sum of:
(A) the outstanding principal amount of such
Advance on the date of prepayment or refinancing, as
the case may be (after taking into account the payment
of the principal installment (if any) that is due on
date of prepayment or refinancing, as the case may be,
in accordance with the principal repayment schedule
that applied to such Advance immediately before suchprepayment or refinancing) ¡and
(B) all unpaid interest accrued on such Advance
through the date of prepayment or refinancing, as the
case may be,
(the difference between the price described in clause (1) of this
subparagraph (b) and the sum of the amounts described in
clause (2) of this subparagraph (b) being the "Market Value
P:témiûm (or DisçQunt )"). The price described in clause (1) of
this subparagraph (b) shall be calculated by the Secretary of the
Treasury as of the close of business on the second Business Day
before the date of prepayment or refinancing, as the case may be,
using standard calculation methods of the United States
Department of the Treasury.
(c) "Fixed Premium" - - The Borrower shall have the privilege
to prepay the respective Advance (as provided in paragraph 17 of
this Note) or to refinance such Advance (as provided in
paragraph 18 of this Note) at a prepayment or refinancing price
that will include, in either case, a fixed premium'determined by
the Borrower having made, at the time of requesting such Advance,
both the election and selection described in thissubparagraph (c).
(1) "No-Call Period Option Election" -- First, the
Borrower must elect whether or not the fixed premium
prepayment/refinancing privilege that is to apply to the
respective Advance shall include a S-year period during
(NOTE TYPE 7)NEW LOAN NOTE - page 16
(l0-01)RUS
which such Advance shall not be eligible for any prepayment
or refinancing (such time period being a "No-Call Period").The options are:
(A) "yes" -- the Borrower elects to have the fixed
premium prepayment/refinancing privilege include a
5-year No-Call Period, i. e., the Borrower shall have
the privilege to prepay the respective Advance (as
provided in paragraph 17 of this Note) or to refinance
such Advance (as provided in paragraph 18 of this Note)
on or after (but not before) :
(i) the fifth anniversary of the Requested
Advance Date for such Advance (if such fifth
anniversary date is a Payment Date); or
(ii) the first Payment Date to occur after
the fifth anniversary of the Requested Advance
Date for such Advance (if such fifth anniversary
date is not a Payment Date),
(in either case, such date being the "First Call Date-
for such Advance); or
(B) "no" -- the Borrower elects to have the fixed
premium prepayment/refinancing privilege not include a
5-year No-Call Period, i.e., the Borrower shall have
the privilege to prepay the respective Advance (as
provided in paragraph 17 of this Note) or to refinance
such Advance (as provided in paragraph 18 of this Note)
without a 5-year period during which such Advance shall
not be eligible for any prepayment or refinancing.
(2) "Premium Option Selectionll -- Second the Borrower
must select the particular fixed premium that will be
required in connection with any prepayment or refinancing ofthe respective Advance. The options are:
(A) "10 percent premium declinin~ ove~ 10 years"__ thep:iiceforan~prepaymentor refinanciny of the
~espeetive Adaiice shall include aprein1i..nl equal to 10
pe,rcentof tn. a.moûntofprinØipa.l.. bein~prepai.d orref inanced, as the cåse may bei multiplieiQ byafraction:
(i) the numerator of which is the number of
Payment Dates that occur between:
(aa) in the case of a prepayment, the
date of prepayment (if such date is a Payment
Date) or the Payment Date immediately
preceding the date of prepayment (if the date
(NOTE TYPE 7)NEW LOAN NOTE- page 17
(10-01) RUB
of prepayment is not a Payment Date), and, in
the case of a refinancing, the date of
refinancing, which date, in either case,
shall be included in computing the number of
Payment Dates ¡and
(bb) the earlier to occur of either:
(I) the Maturity Date that the
Borrower selected for such Advance; or
(II) the tenth anniversary of theapplicable First Call Date (if the
Borrower elected to have the prepayment/refinancing privilege include as-year
No-Call Period) or the tenth anniversary
of the Requested Advance Date (if the
Borrower elected to have the prepayment/
refinancing privilege not include a5-year No-Call Period),
which date, in either case, shall be excludedin computing the number of Payment Dates ¡and
.
(ii) the denominator of which is 40,
and no premium (x) on or after the tenth anniversary of
the applicable First Call Date (if the Borrower elected
to have the prepayment/refinancing privilege include a5 -year No-Call Period) or the tenth anniversary of the
Requested Advance Date (if the Borrower elected to have
the prepayment/refinancing privilege not include a
5-year No-Call Period), or (y) on the Maturity Date (if
the Borrower selected a Maturity Date that will occur
before the tenth anniversary of the First Call Date or
the tenth anniversary of the Requested Advance Date, asthe case may be) ;
(B) "5 percent premium declining over 5 years"
the price for any prepayment or refinancing of the
respective Advance shall include a premium equal to
5 percent of the amount of principal being prepaid or
refinanced, as the case may be, multiplied by afraction:
(i) the numerator of, which is the number of
Payment Dates that occur between:
(aa) in the case of a prepayment, the
date of prepayment (if such date is a Payment
Date) or the Payment Date immediately
preceding the date of prepayment (if the date
(NOTE TYPE 7)NEW LOAN NOTE - page 18
(10-01) RUS
of prepayment is not a Payment Date), and, in
the case of a refinancing, the date of
refinancing, which date, in either case,
shall be included in computing the number of
Payment Dates ¡and
(bb) the earlier to occur of either:
(i) the Maturity Date that the
Borrower selected for such Advance i or
(Ii) the fifth anniversary of the
applicable First Call Date (if the
Borrower elected to have the prepaymentlrefinancing privilege include as-year
No-Call Period) or the fifth anniversary
of the Requested Advance Date (if the
Borrower elected to have the prepaymentl
refinancing privilege not include a5-year No-Call Period),
which date, in either case, shall be excludedin computing the number of Payment Dates ¡and
(ii) the denominator of which is 20,
and no premium on or after the fifth anniversary of the
applicable First Call Date (if the Borrower elected to
have the prepayment/refinancing privilege include a
5-year No-Call Period) or the fifth anniversary of the
Requested Advance Date (if the Borrower elected to have
the prepayment/refinancing privilege not include a5-year No-Call Period) i or
(C) "parll -- the price for any prepayment or
refinancing of the respective Advance shall include no
premium.
17. Prepayments.
(a) The Borrower may elect to prepay all or any portion of
the outstanding principal amount of any Advance made under this
Note, or to prepay this Note in its entirety, in the manner, at
the price, and subject to the limitations specified in thisparagraph 17 (each such election being a IIPrepayment Election").
(b) For each Prepayment Election in which the Borrower
elects to prepay a particular amount of the outstanding principal
of an Advance, the Borrower shall deliver to RUB written
notification of the respective Prepayment Election, in the form
of notification attached to this Note as Annex C-L (each such
notification being a Prepayment Election Notice
II ), making
(NOTE TYPE 7)NEW LOAN NOTE ~ page 19
(10-01)RUB
reference to the Advance Identifier that FFB assigned to therespecti ve Advance (as provided in the Agreement) and specifying,
among other things, the following:
(1) the particular date on which the Borrower intends
to make the prepayment on such Advance (such date being the
"Intended Prepayment Date" for such Advance), which date:
(A) must be a Business Day; and
(B) for any Advance for which the Borrower has
selected a fixed premium prepayment/refinancing
privilege that includes a 5-year No-Call Period, may
not be a date that will occur before the applicable
First Call Date; and
(2) the amount of principal of the respective Advance
that the Borrower intends to prepay, which amount may beeither:
(A) the total outstanding principal amount of suchAdvance; or
(B) an amount less than the total outstandingprincipal amount of such Advance (subj ect to
subparagraph (g) of this paragraph 17) (any such amountbeing a II Portion II) .
(c) For each Prepayment Election in which the Borrower
elects to have a particular amount of funds applied by FFB toward
the prepayment of the outstanding principal of an Advance, the
Borrower shall deliver to RUB written notification of the
respective Prepayment Election, in the form of notification
attached to this Note as Annex C-2 (each such notification also
being a Prepayment Election Notice"), making reference to the
Advance identifier that FFB assigned to the respective Advance
(as provided in the Agreement) and specifying, among other
things, the following:
(1) the particular date on which the Borrower intends
to make the prepayment on such Advance (such date being theII Intended Prepayment Date" for such Advance), which date:
(A) must be a Business Day; and
(B) for any Advance for which the Borrower has
selected a fixed premium prepayment/refinancing
privilege that includes a 5-year No-Call Period, may
not be a date that will occur before the applicable
First Call Date; and
(NOTE TYPE 7)NEW LOAN NOTE .~ page 20
(10-01)RUS
(2) the particular amount of funds that the Borrower
elects to be applied by FFB toward a prepayment of the
outstanding principal amount of such Advance.
(d) To be effective, a Prepayment Election Notice must be
approved by RUS in writing, and such Prepayment Election Notice,
together with written notification of RUS's approval thereof,
must be received by FFB on or before the fifth Business Day
before the date specified therein as the Intended Prepayment Date
for the respective Advance or Portion.
(e) The Borrower shall pay to FFB a price for the prepayment
of any Advance, any Port ion of any Advance, or thi s Note in its
entirety (such price being the "Prepayment Price" for such
Advance or Portion or this Note, as the case may be) determinedas follows:
.
(1) in the event that the Borrower elects to prepay the
entire outstanding principal amount of any Advance, then the
Borrower shall pay to FFB a Prepayment Price for such
Advance equal to the sum of:
(A) the entire outstanding principal amount of
such Advance on the Intended prepayment Date;
(B) all unpaid interest (and Late Charges, if any)
accrued on such Advance through the Intended Prepayment
Date; and
(C) the amount of the premium or discount credit
(if any) that is required under the particular
prepayment/refinancing privilege that applies to such
Advance;
(2) in the event that the Borrower elects to prepay a
Portion of any Advance, then the Borrower shall pay to FFB a
Prepayment Price for such Pørtion that would equal suchPortion i s pro rata share of the Prepayment Price that would
be required for a prepayment of the entire outstanding
principal amount of such Advance (determined in accordance
with the principles of clause (1) of this subparagraph (e));
and
(3) in the event that the Borrower elects to prepay
this Note in its entirety, then the Borrower shall pay to
FFB an amount equal to the sum of the Prepayment Prices for
all outstanding Advances (determined in accordance with the
principles of clause (1) of this subparagraph (e)).
(f) Payment of the Prepayment Price for any Advance, any
Portion of any Advance, or this Note in its entirety shall be due
to FFB before 3:00 p.m. (Washington, D.C., time) on the Intended
(NOTE TYPE 7)NEW LOAN NOTE - page 21
(10-01)RUS
Prepayment Date for such Advance or Portion or this Note, as the
case may be.
(g) Eàch prepayment of a Portion shall, as to the principal
amount of such Portion, be subj ect to a minimum amount equal to
$100,000. 00 of principal.
(h) In the event that the Borrower makes a Prepayment
Election with respect to any Portion of an Amortizing Advance,
then the Prepayment Price paid for such Portion shall be applied
as provided in paragraph 14 of this Note and, with respect to
application to outstanding principal, such Prepayment Price shall
be applied to principal installments in the inverse order ofmaturity.
(i) In the event that the Borrower makes a Prepayment
Election with respect to any Portion of an Amortizing Advance,
then the outstanding principal amount of such Amortizing Advance,
after such partial prepayment, shall be due and payable inaccordance with this subparagraph (i 1 .
(1) With respect to each Amortizing Advance to which
either the "equal principal installments" method or the
"graduated principal installments" method for the repayment
of principal applies, the amount of the quarterly principal
installments that will be due after such partial prepayment
shall be equal to the quarterly installments of equal
principal or graduated principal, as the case may be, that
were due in accordance with the principal repayment schedule
that applied to such Amortizing Advance immediately before
such partial prepayment.
(2) With respect to each Amortizing Advance to which
the "level debt service" method for the repayment of
principal applies, the amount of the quarterly payments
consisting of a principal installment and accrued interest
that will be due after such partial prepayment shall be
equal to the amount of the level debt service payments that
were due in accordance with the level debt service payment
schedule that applied to such Amortizing Advance immediately
before such partial prepayment, and such payments shall be
allocated by FFB between principal and accrued interest, asappropriate.
(3) For each such Amortizing Advance, the quarterly
installments of equal principal or graduated principal, or
level quarterly payments consisting of a principal
installment and accrued interest, as the case may be, shall
be due beginning on the first Payment Date to occur after
such partial prepayment, and shall be due on each Payment
Date to occur thereafter up through and including the
earlier to occur of either (Al the Maturity Date for such
(NOTE TYPE 7)NEW LOAN NOTE - page 22
(10-01)RUS
Amortizing Advance, on which date the entire unpaid
principal amount of such Amortizing Advance shall also be
payable, subject to Maturity Extensions (as provided in
paragraph 15 of this Note) if the Maturity Date is an
Interim Maturity Date, or (B) the date on which the entire
principal amount of such Amortizing Advance, and all unpaid
interest (and Late Charges, if any) accrued thereon, arepaid.
(j) The Borrower may make more than one Prepayment Election
with respect to an Advance, each such Prepayment Election being
made with respect to a different Portion of such Advance, until
such time as the entire principal amount of such Advance is
repaid in full.
18. Refinancings.
(a) The Borrower may elect to refinance the outstanding
principal amount of any Advance (but not any Portion) in the
manner, at the price, and subj ect to the limitations specified in
this paragraph 18 (each such election being a "RefinancingElection") .
(b) Except under the circumstances described in
subparagraph (d) of this paragraph lS, the Borrower shall deliver
to FFB (with a copy to RUS) written notification of each
Refinancing Election, in the form of notification attached to
this Note as Annex D-1 (each such notification being a
"Refinancing Election Notice"), making reference to the Advance
Identifier that FFB assigned to the respective Advance (as
provided in the Agreement) and specifying, among other things,the following:
(1) the particular date on which the Borrower intends
to refinance the respective Advance (such date being the
"Intended Refinancing Date" for the respective Advance),which date:
(A) must be a Payment Date¡ and
(B) for any Advance for which the Borrower has
selected a prepayment/refinancing privilege that
includes as-year No-Caii Period, may not be a date
that will occur before the applicable First Call Date¡
(2) the amount of the outstanding principal of the
respective Advance that the Borrower elects to refinance
(subject to the clause (1) of subparagraph (e) of thisparagraph 18) ¡ and
(NOTE TYPE 7)NEW LOAN NOTE ~ page 23
J
(10-01)RUS
(3) the Maturity Date that the Borrower selects to be
in effect for such principal amount after such refinancing,
which date may be:
(A) the Maturity Date that is in effect for such
Advance immediately before such refinancing; or
(B) a new Maturity Date that the Borrower selects
in connection with such Refinancing Election, provided
that such new Maturity Date meets the criteria for
Maturity Dates prescribed in paragraph 5 of this Note
(provided, however, that for purposes of selecting a
new Maturity Date in connection with a Refinancing
Election, the reference to lithe Requested Advance Date
for the respective Advance" in subparagraph (c) of
paragraph 5 of this Note shall be deemed to be areference to lithe respective Refinancing EffectiveDate") .
(c) To be effective, a Refinancing Election Notice must be
received by FFB on or before the fifth Business Day before the
date specified therein as the Intended Refinancing Date.
(d) In the event that either of the circumstances describéd
in clause (1) or (2) of the next sentence shal 1 have occurred,
then a Refinancing Election Notice (in the form of notice
attached to this Note as-Annex D-2), to be effective, must first
be delivered to RUS for approval and be approved by RUS in
writing, and such Refinancing Election Notice, together with
written notification of RUS I'S approval thereof, must be received
by FFB on or before the fifth Business Day before the date
specified therein to be the Intended Refinancing Date. RUS
approval of a Refinancing Election Notice will be required under
either of the following circumstances:
(1) (A) payment of any amount owing under this Note is
not made by the Borrower when and as due, (B) payment is
made by RUS in accordance with the guarantee set forth at
the end of this Note, and (C) RUS delivers notice to both
the Borrower and FFB advising each of them that each
Refinancing Election Notice delivered by the Borrower after
the date of such notice shall require the approval of RUS ior
(2) FFB at any time delivers notice to both the
Borrower and RUS advising each of them that each Refinancing
Election Notice delivered by the Borrower after the date of
such notice shall require the approval of RUS.
(e) The Borrower shall pay to FFB a price for the
refinancing of any Advance (such price being the "Refinancing
Pricell for such Advance) equal to the sum of:
(NOTE TYPE 7)NEW LOAN NOTE ~ page' 24
(10-01)~RUS
(1) the principal installment (if any) that is due on
the particular Payment Date that the Borrower specified to
be the Intended Refinancing Date, in accordance with the
principal repayment schedule that applied to such Advance
immediately before such refinancing;
(2) all unpaid interest (and Late Charges, if any)
accrued on such Advance through the Intended Refinancing
Date; and
(3) the amount of the premium (if any) that is required
under the particular prepayment/refinancing privilege that
applies to such Advance.
In the event that (A) the prepayment/refinancing privilege that
applies to the particular Advance being refinanced is the
privilege described in subparagraph (b) of paragraph 16 of this
Note, and (B) the Market Value Premium (or Discount) that is to
be included in the Refinancing Price for such Advance is a
discount on such Advance, then such discount shall be applied by
FFB in the manner requested by the Borrower in a written notice
delivered by the Borrower to FFB and approved by RUS in writing.
(f) Payment of the Refinancing Price for any Advance shall
be due to FFB before 3:00 p.m. (Washington, D.C., time) on the
Intended Refinancing Date for such Advance.
(g) In the event that a Refinancing Election Notice (and, if
required under subparagraph (d) of this paragraph 18, written
notification of RUS' s approval thereof) is received by FFB on or
before the fifth Business Day before the Intended Refinancing
Date specified therein, then the refinancing of the respective
Advance shall become effective on such Intended Refinancing Date
(in such event, the Intended Refinancing Date being the
"Refinancing Effective Date"). In the event that a Refinancing
Election Notice (and, if required u.ndér subpara.g;rapl:(dJ of this
paragraph 18, written notification Of RUS' š approval thereof) is.
received by FFB after the fifth BusiiieSSDaybefo;rettl.eI:Qtended
Refinancing Date specified therein,th.n the réfi~c;ing 91: the
respective Advance shall become effective on the fifth13llSî.:neSS
Day to occur after the day on which such Refinancing Election
Notice (and, if required under subparagraph (d) of this
paragraph 18, written notification of RUS' s approval thereof) is
received by FFB (in such event, the fifth Business Day to occur
after the day on which such Refinancing Election Approval Notice
(and, if required under subparagraph (d) of this paragraph 18,
written notification of RUS i S approval thereof) is received by
FFB being the "¡efinancing Effeqtì.ve Dåte ii), provided that the
Borrower shall have pa.id to FFB,ina.dd1tion to the Refinancing
Price required under subparagraph (e) of this paragraph 18, the
interest accrued from the Intended Refinancing Date through such
Refinancing Effective Date.
(NOTE TYPE 7)NEW LOAN NOTE '" page 2 5
(10-01)RUS
(h) In the event that the Borrower makes a Refinancing ,
Election with respect to any Advance, the basic interest rate for
such Advance, from and after the respective Refinancing Effective
Date, shall be the particular rate that is established by FFB, as
of such Refinancing Effective Date, in accordance with the
principles of subparagraph (c) of paragraph 6 of this Note.
(i) In the event that (1) the Borrower makes a Refinancing
Election with respect to any Advance, and (2) the Borrower
selects as the Maturity Date for such refinanced Advance either
(A) the Maturity Date that is in effect for such Advance
immediately before such refinancing, and such Maturity Date will
occur before the fifth anniversary of the respective Refinancing
Effective Date, or (B) a new Maturity Date that will occur before
the fifth anniversary of the respective Refinancing Effective
Date, then the prepayment/refinancing privilege described in
subparagraph (b) of paragraph 16 of this Note shall apply
automatically to such Advance.
(j) In the event that (1) the Borrower makes a Refinancing
Election with respect to any Advance, and (2) the Borrower
selects as the Maturity Date for such refinanced Advance either
(A) the Maturity Date that is in effect for such Advance
immediately before such refinancing, and such Maturity Date will
occur on or after the fifth anniversary of the respective
Refinancing Effective Date, or (B) a new Maturity Date that will
occur on or after the fifth anniversary of the respective
Refinancing Effective Date, then the Borrower must elect a
prepayment/refinancing privilege for such refinanced Advance from
between the options described in subparagraphs (b) and (c) of
paragraph 16 of this Note (provided, however, that each of the
references to "the Requested Advance Date for such Advance" in
subparagraph (c) of paragraph 16 of this Note shall be deemed tobe a reference to "the respective Refinancing Effective Date") .
The Refinancing Election Notice delivered by the Borrower in
connection with each such Refinancing Election must also specify
the particular prepayment/refinancing privilege that the Borrower
elects for the respective refinanced Advance. In the event that
the Borrower elects for any such refinanced Advance a prepayment/
refinancing privilege described in subparagraph (c) of
paragraph 16 of this Note, then the interest rate for such
refinanced Advance, from and after the respective Refinancing
Effective Date, shall include a price (expressed in terms of a
basis pöint increment to the applicable basic interest rate) for
the~artic\!1ar prepaymea'tireJi.nrmcing privilege that the Borrower
elects, which increment sJtall ):e established by FFB, as of such
Refinancing E£fectivellatet in accordance with the principles ofsubparagraph (d)øf paragrapli ~of this Note.
(k) In the event that the Borrower makes a Refinancing
Election with respect to any Amortizing Advance, then the
outstanding principal amount of such Amortizing Advance, after
(NOTE TYPE 7)NEW LOAN NOTE ~ page 26
(10-01)RUS
the respective Refinancing Effective Date, shall be due andpayable in accordance with this subparagraph (k).
(1) With respect to each Amortizing Advance to which
either the "equal principal installments" method or the
"graduated principal installments" method for the repayment
of principal applies, the amount of the quarterly principal
installments that will be due after the respective
Refinancing Effective Date shall be equal to the amount of
the quarterly installments of equal principal or graduated
principal, as the case may be, that were due in accordance
with the principal repayment schedule that applied to such
Amortizing Advance immediately before the respective
Refinancing Effective Date.
(2) With respect to each Amortizing Advance to which
the "level debt service" method for the repayment of
principal applies, the amount of the level quarterly
payments consisting of a principal installment and accrued
interest that will be due after the respective Refinancing
Effective Date shall be newly computed so that the amount of
each such quarterly payment consisting of a principal
installment and accrued interest (taking into account the
new interest rate that applies to such Amortizing Advance
from and after such Refinancing Effective Date) shall be
substantially equal to the amount of every other quarterly
payment consisting of a principal installment and accrued
interest, and shall be sufficient, when added to all other
such newly-computed level quarterly payments consisting of a
principal installment and accrued interest, to repay the
outstanding principal amount of such refinanced Amortizing
Advance in full on the Final Maturity Date (notwithstanding
the fact that the Borrower may have selected a Maturity Date
for such refinanced Amortizing Advance that will occurbefore the Final Maturity Date) .
(3) The quarterly installments of equal principal or
graduated principal, or the newly-computed level quarterly
payments consisting of a principal installment and accrued
interest, as the case may be, shall be due beginning on the
first Payment Date to occur after the respective Refinancing
Effective Date, and shall be due on each Payment Date to
occur thereafter up through and including the earlier to
occur of (A) the new Maturity Date that the Borrower
selected for such refinanced Amortizing Advance, on which
date the entire unpaid principal amount of such refinanced
Amortizing Advance shall also be payable, subj ect to
Maturity Extensions (as provided in paragraph 15 of this
Note) if the new Maturity Date is an Interim Maturity Date,
or (B) the date on which the entire principal amount of such
refinanced Amortizing Advance, and all unpaid interest (and
Late Charges, if any) accrued thereon, are paid.
(NOTE TYPE 7)NEW LOAN NOTE - page 27
(10-01)RUS
(l) The Borrower may make more than one Refinancing Election
with respect to any Advance.
19. Rescission of Prepayment Elections and Refinancing
Elections; Late Charges for Late Payments.
(a) The Borrower may rescind any prepayment Election made in
accordance with paragraph 17 of this Note or any Refinancing
Election made in accordance with paragraph 18 of this Note, but
only in accordance with this paragraph 19.
(b) The Borrower shall deliver to both FFB and RUB written
notification of each rescission of a Prepayment Election or a
Refinancing Election (each such notification being an "Election
Rescission Notice") specifying the particular Advance for which
the Borrower wishes to rescind such Prepayment Election or
Refinancing Election, as the case may be, which specification
must make reference to both:
(1) the particular Advance Identifier that FFB assigned
to such Advance (as provided in the Agreement); and
(2) the RUB account number for such Advance.
The Election Rescission Notice may be delivered by facsimile
transmission to FFB at [phone] and to RUB at
[phone], or at such other facsimile number or numbers as
either FFB or RUB may from time to time communicate to theBorrower.
(c) To be effective, an Election Rescission Notice must bereceived by both FFB and RUB not later than 3 :30 p.m.
(Washington, D. C., time) on the second Business Day before the
Intended Prepayment Date or the Intended Refinancing Date, as the
case may be.
(d) In the event that the Borrower (1) makes a Prepayment
Election in accordance with paragraph 17 of this Note or a .
Refinancing Election in accordance with paragraph 18 of this
Note, (2) does not rescind such Prepayment Elect ion orRef inancing Elect ion, as the case may be, in accordance with this
paragraph 19, and (3) does not, before 3:00 p.m. (Washington,
D.C., time) on the Intended Prepayment Date or Intended
Refinancing Date, as the case may be, pay to FFB the Prepayment
Price described in subparagraph (e) of paragraph 17 of this Note
or Refinancing Price described in subparagraph (e) of
paragraph 18 of this Note, as the case may be, then a Late Chargeshal 1 accrue on any such unpaid amount from the Intended
Prepayment Date or Intended Refinancing Date, as the case may be,
to the date on which payment is made, computed in accordance with
the principles ~f paragraph 11 of this Note.
(NOTE TYPE 7)NEW LOAN NOTE.. page .28
(10-01)RUS
20. Amendments to Note.
To the extent not inconsistent with applicable law, this
Note, for sö long as FFB or its agent is the holder thereof,shal i be subj ect to modification by such amendments, extensions,
and renewals as may be agreed upon from time to time by FFB and
the Borrower, with the approval of RUS.
21. Certain Waivers.
The Borrower hereby waives any requirement for presentment,
protest, or other demand or notice with respect to this Note.
22. Note Effective Until Paid.
This Note shall continue in full force and effect until all
principal outstanding hereunder, all interest accrued hereunder,
all premiums (if any) payable under paragraphs 17 and 18 of this
Note, all Late Charges (if any) payable under paragraphs 11 and
19 of this Note, and all fees (if any) payable under paragraph 9
of this Note have been paid in full.
23. RUS Guarantee of Note.
Upon execution of the guarantee set forth at the end of this
Note (the "Guarantee"), the payment by the Borrower of all
amounts due and payable under this Note, when and as due, shall
be guaranteed by the United States of America, acting through
RUS, pursuant to the Rural Electrification Act of 1936, as
amended (codified at 7 U.S.C. § 901 et seg.). In consideration
of the Guarantee, the Borrower promises to RUS to make all
payments due under this Note when and as due.
24 . S_ôuri tý instru,:RVS as "Bolderu of Hote før'i.u:poSês of
the Security Instrument.
This Note is one of several notes permitted to be executed
and delivered by, and is entitled to the benefits and security
of, the particular security instrument or instruments specified
on page 1 of this Note (such security instrument or instruments,
as it or they may have heretofore been, and as it or they may
hereafter be, amended, supplemented, restated, or consolidated
from time to time in accordance with its or their terms, being,
collectively, the "Security Instrument"), whereby the Borrower
pledged and granted a security interest in certain property of
the Borrower, described therein, to secure the payment of and
performance of certain obligations owed to REA, predecessor to
RUS, or to RUS, as the case may be, as set forth in the security
Instrument. For purposes of the Security Instrument, RUS shall
be considered to be, and shall have the rights, powers,
privileges, and remedies of, the holder of this Note.
(NOTE TYPE 7)NEW LOAN NOTE - page 29
(10-01)RUS
25. Guarantee Payments: Reimbursement.
If RUS makes any payment, pursuant to the Guarantee i of any
amount due and payable under this Note, when and as due, each and
every such payment so made shall be deemed to be a paymenthereunder i provided, however i that no payment by RUS pursuant to
the Guarantee shall be considered a payment for purposes of
determining the existence of a failure by the Borrower to perform
its obligation to RUS to make all payments under this Note whenand as due. RUS shall have any rights by way of subrogation,
agreement or otherwise which arise as a result of such payment
pursuant to the Guarantee and as provided in the, reimbursement
note executed and delivered by the Borrower to the united States
of America, acting through RUS, to evidence the Borrower's
obligation to reimburse RUS for payment made by RUS pursuant to
the Guarantee.
26. Default and Enforcement.
In case of a default by the Borrower under this Note or a
the occurrence of an event of default under the Security
Instrument, then, in consideration of the obligation of RUS under
the Guarantee, in that event, to make payments to FFB as provided
in this Note, RUS, in its own name, shall have all rights,
powers , privileges, and remedies of the holder of this Note, in
accordance with the terms of this Note and the Security
Instrument, including, without limitation, the right to enforce
or collect all or any part of the obligation of the Borrower
under this Note or arising as a result of the Guarantee, to file
proofs of claim or any other document in any bankruptcy i
insolvency, or other judicial proceeding, and to vote such proofs
of claim.
27. Acceleration.
The entire unpaid principal amount of this Note, and all
interest thereon, may be declared, and upon such declaration
shall become, due and payable to RUS, under the circumstances
described, and in the manner and with the effect provided, in the
Securi ty Instrument.
(NOTE TYPE 7)NEW LOAN NOTE- page 30
(10-,01)RUB
IN WITN.SS WllUOF, the Borrower bas caused this Note to be
signed in its corporate l'ame and its corporate seal to be
hereunder af fixed and attested by its officers thereunto. duly
authorized, allae of the day and year fi.rsta.ove written.
Signature:
0.
BY:
print Name:
Title:President
Ä'IEST:
Signature:~~
--4 t Lh ~JlJ41f
(SEA)
Print Name:
Title:Secretary
(NO". l.Y'$'B 7)lOW LOAN NOTB - page 31.
'ii
(10-01)RUS
RUS GUARATEE
The United States of America, acting through the
Administrator of the Rural Utilities Service ("RUS"), successor
to the Administrator of the Rural Electrification Administration
("REA"), hereby guarantees to the Federal Financing Bank, its
successors and assigns ("FFB"), all payments of principal,
interest, premium (if any), and late charges (if any), when and
as due in accordance with the terms of the note dated
, made by
(the II Borrower" ) payable to FFB, to which this Guarantee is
attached (such note being the "Note"), with interest on the
principal until paid, irrespective of (i) acceleration of such
payments under the terms of the Note, or (ii) receipt by RUS of
any sums or pr~perty from its enforcement of its remedies for the
Borrower i s default.
This Guarantee is issued pursuant to section 306 of the
Rural Electrification Act of 1936, as amended (7 U.S.C. § 936),
section 6 of the Federal Financing Bank Act of 1973 (12 U.S.C.
§ 2285), and the Note Purchase Commitment and Servicing Agreement
dated as of Jannary 1, 1992, between FFB and REA, as amended by
certain amendments thereto including, without limitation, the
Fourth Amendment dated as of December 5, 1994, between FFB and
RUS.
UNITED STATES OF AMERICA
By:
Name:
Title: Administrator of the Rural
Utilities Service, successor to
the Administrator of the Rural
Electrification Administration
Date:
RUS GUARATEE (New Loan Note or Substitute Note)
RTJS
ANX A
TO
NEW LOAN NOTE
FORM
OF
ADVANCE REQUEST
(RUS APPROVAL REQUIRED)
(10-01)RUS
ADVANCE REQUEST
(RUS APPROVAL REQUIRED)
* * **** * ** ****** ** * *** * ********* * ************ * ** ** *** ** * ** * *** ****
REFER TO RURAL UTILITIES SERVIC~ (RUS) REGUUTIONS AND INSTUClIONS FOR A DESCRiPTION OF
(1) THE OTHER FORMS AND MATERIAL THT ARE REQUIRED lN CONNECTION WI EACH REQUEST FOR
AN ADVANCE. AND (2) THE TIME liMITS FOR SUBMmlNG THOSE FORMS AND MATERIALS AND THIS
ADVANCE REQUEST TO RUS.
DIRECT Al QUESTONS ON HOW TO COMPLETE THIS FORM TO THE ASSIGNED CONTACT OFF1CE FOR
THE BORROWER:
For Electric Borrowers: Power Supply Division, RUS -- telephone no.: [phone]
Nortern Regiona Division, RUS -- telephone no.: [phone]
Southern Regional Division. RUS -- telephone no.: [phone]
For Telephone Borrowers: Norteast Ara, RUS - telephone DO.: [phone]
Soutleast Area, RUS -- telephone no.: [phone]
Nortwest Area, RUS -- telephone no.: [phone]
Southwest Area. RUS -- telephone DO.: [phone]
WHEN COMPLETD, DELIVER THIS ORIGINAL FORM (TOGETHER WIT AU OTHER FORMS AND
MATERIAL REQUIRED BY RUS) TO RUS AT THE ADDRESS OF THE CON4CT OFFICE INDICATED BELOW:
USDA - Rura Utilities Service
For Electric Borrowers: Stop 1568. Power Supply Division
Siop 1566, Nortern Regional Division
Stop 1567. Southern Regiona Division
For Telephone Borrowers: Stop 1599. Nortas Are
Stop 1596, SouU1east Area
Stop 1595, Nortwest Area
Stop 1597, Southwest Area
1400 Independence Avenue, S.W,
Washigton. D.C. 20250
* * * ***** ** ******** **** ****** ** * * * **************** **** ** ** *** *** **
ADVANCE REQUEST (RUS APPROVAL REQ i D) . page i
(10-01)RUS
ADVANCE REQUEST
Manager
Federal Financing Bank
Reference is made to the following-described Future AdvancePromissory Note (the IINotell) payable to the Federal Financing
Bank (TlFFB"), which is guaranteed by the Rural Utilities Service
("RUS") :
Name of Borrower (the "Borrower"):
i,
FFB Note Identifier::i
The undersigned, as an authorized officer of the Borrower,
hereby requests FFB to make an advance of funds ("this Advance")
under, p~rsuant to, and in accordance with the applicable terms
of the Note.
The undersigned further requests that this Advance be made
as follows:
1.Requested Advance Amount:$i
,2.Requested Advance Date:
ADVANCE REQUEST (RUS APPROVAL REQ i D) - page 2
(10-t11):aU's
:3 . Wire I.nstruct: ions:
A. COR'RESPONDENT B.A (if any) FORPA1ES i SBAN:
NaIe Of f1r.an~ial inst ieution
Add::ess of financial inSticf,tion
ABA numer of financial institUtion
B.. PA¥'EE IS BA .iw. ACCOUN:
Nam o.f fi.nancial institution
Addreslf of financial instituc;ion
AS ~u~~r of financial institution
A~coi.uit name
Account: number
"laxpayerIDnumer
4 .Maturity Dal;e:5
5 . Prinøipal Repa~ent Method:
1$ELI!c:ialTBI! FrJLLW1llG JJlIJl"FOB 1'BEPAYMENlOF PRlNClPA..fl ¡¡"
THE. jlATl1lDA.SEUCTED FOB THISAJJVA.CB WIL OmJRON OR AFTR TI1B
"FIBSTPRINClPA. PAYM1Nl DATE" SPBC1ED ONPAGB I OF THE NOTE..J
lip" for the "eqalprinqipal In$tallmentslt
methød
f
"Gil for IlgrarJaateøpi:incipal installments"flthod
o
"L" for the nlevel debtset'icj!"met,hoc
ADvsam :aSQtnST (RUS APPROVALRQ'P)" plg. .~
(1&-01)RUS
6 ¡prepaymeritlRe financing. ,irivilege:
leLetT! OF tHE FOU()W1N01 PAYMElV1UF1NANClNGPRIILBGESONLY.IF T1:E
MATURIT DATE SELBCTEÐFOR THIS AJ)VANCE WILL OCCUR ON OR AF1ERrHEFlFTR
ANNI'IERSARYOFTHE REQUESTED ADVANCE DATE../
ilMII for theiimatkei: value premium (Qrd:is:.countJ'1
privilege
"/
IIplI for the ll fixed pi:emium" privilege D
o No-CallPeriødOpi:ion Elect;ion:
TnL$f. 1 ()F .THE FOlLOWlNG 2 N() PEJflDDOPT10NsoNtyIFANFIXED PREMIUMI1 PlUVlGEISBLCT FOR TH1SADVANCB.;
liyii fôr iiyes, U if the privilege l§
to include a S-year no.,call period
~
"bTU for uno, II iif the priviiege is .mto include a S,.yea.r rto-øaii period
D
òf:remium Optiotiselection:
¡SELECTIOF T1:EFOL.wlNG3 P~llJ. QP'IONS ONLf. tP.Jt "FWD
I'lli"IUM" PRlGElS /!CTEi) FOR THIS AJVANCE..
11K" for lO~ premiumdeclinirtg over10 years .,
11'111 fór 5% premiüm declining over
5 years
D
lIpll forpair'nø p.remium)
ADVANCE REQUEST (RUS APPROVAL REQ' D) - page 4
C10..()1)litlS
The undersigned hereby certifies that the authority of the
undersigned to execute and deliver this Advance Request on behalf
of the Borrower is valid and in full force and effect on the dateherèof.
(Name of Borrower)
By:
Name:
Title:
Date:
NOTICE OF RUB APPROVAL OF
ADVANE REQUEST
Notice is hereby given to FFB that the preceding Advance
Request made by the Borrower identified therein has been approved
by RUS for purposes of the Note identified therein.
FOR ACCOUNING
USE ONLY:
ADMIN! STRATOR of the
RURL UTILITIES SERVICE i
acting through his or her
duly authorized designee
RUS BUQget
Aceount
Numer
By:
Name:
'title:
Dat.e:
ADVANCE REQUEST (RUS APPROVAL REQ'D) - page 5
(10-01)RUS
INSTRUCTIONS
lInsert the corporate name of the Borrower. If the corporate name of the
Borrower at the time of this Advance is different from the corporate name that
appears on page i of the Note, add" (formerly )", and insert in
this second blank the corporate name of the Borrower as it appears on page i of
the Note.
2insert the "Note Identifier" that FFB assigned to the Note (as provided in the
Agreement) .
lInsert the particular amount of funds that the Borrower requesi:s to be advancej.
lrnsert the particular calendar date that the Borrower requests to be date on
which this Advance is to be made.
SInsert the particular calendar date that the Borrower selects to be the date on
which this Advance is to mature. This date (a) must be the last day of a
calendar quarter, (b) may not be later than the "Final Maturity Date" specified
on page 1 cf the Noi:e, and (c) may not be less than one complete calendar quarter
from the Requested Advance Date.
'insert in the box "P" if the Borrower select:s the "equal principal installments"
method as the method for the repayment of principal that is to apply to this
Advance. Insert in the box "G" if the Borrower seleci:s t:he "graduated principal
installments ,,'method as the method for the repayment of principal that: is to
apply to this Advance. Insert in the box "L" if the Borrower selects the "level
debt senrice" met:hod as the mechod for the repayment of principal thac is to
apply to this Advance.
'Insert in the box "M" if the Borrower eleccs to have the "market value premium
(or discountl" prepayment privilege apply to this Advance. Insert in the box "F"
if the Borrower elects to have a "fixed premium" prepayment/refinancing privilege
apply to this Advance.
Iinsert in the box "Y" if the Borrower elects to have the fixed premium
preiiytent/refinancî.l'~ p.X''Îi1l~ge tba:i:iii co apply to this Advance include a
S.YèarnQ.ca.U per,ioçêlUrj.ngWhi.l1h this Advance will not be eligible for
prep.ynn,i:or refinêncing. Insere in the box "N" if the Borrower elects t:o have
the fl.edprenii1J pi:e.pa~ntli'er.iСin9 privilege that is co apply t:o thisAdVaicenot iM:iu(le any s-yearno-caii.period.
gInsert in the box "X" if t:he Borrower selects a 10% premium declining over 10
years as the premium option that is to be included in the fixed premium
prepayment/refinancing privilege that is to apply to this Advance. I~sert in the
box "V" if the Borrower selects a 5% premium declining over 5 years as the
premium option that is to be inCluded in t:he fixed premium prepayment/
refinancing privilege that is to apply to this Advance. Insert in the box "P" if
the Borrower selects par (no premium) as the premium option that is to be
included in the fixed premium prepayment/refinancing privilege that is to apply
to this Aàvance.
ADVANCE REQUEST (RUS APPROVAL REQ'D) - page 6
RUS
ANX B-1
TO
NEW LOAN NOTE
FORM
OF
MATURITY EXTENSION ELECTION NOTICE
(10-01)R':J'S
MATURITY EXTENSION ELECTION NOTICE
* * **** * ******* ** ***** ***** * **** ****** ** *** ** **** * **** * **** * * *** **
PART 1 OF THIS FORM HAS BEEN COMPLETED BY RUS. THE BORROWER SHOULD COMPLETE PARTS i
AND 3 OF THIS FORM ONLY FOR THOSE PARTICULR ADVANCES lDENrFlED IN PART 1 OF THIS FORM
WITH RESPECT TO WHICH THE BORROWER ELECT (i) TO HAVE THE MATURIT EXTNDED TO A NEW
MATURiT DATE OTHER THAN THE IMMEDIATELY FOUOWING QUARTERLY PAYMENT DATE. AND/OR (1)
TO HAVE EITHER THE "EQUAL PRINGPAL PAYMENt" OR THE "GRAUATED PRINCIPAL PAYMENTS"
METHOD FOR THE REPAYMENl OF PRINCIPAL APPLY TO AN AD VANCE FOR WHICH NO METHOD FOR
REPAYMENT OF PRINCIPAL IS PRESENIY IN EFFECT, OR. iF EITHER THE "EQUAL PRINCiPAL
PAYMENTS" OR THE "GRAUATE PRINCIPAL PAYMENTS" METHOD FOR THE REPAYME,vr OF PRINCIPAL
lJ PRESENTY IN EFFEC1 FOR ANY ADVANCE IDENTIFIED IN PART 1 OF THIS FORM, TO CHANGE FROM
THA.T METHOD TO THE "LEVEL DEBT SERVICE" METOD FOR THE REPAYMENT OF PRINCIPAL OF THAT
ADVANCE.
DIRECT AL OUEST IONS ON HOW TO COMPLET TH1S FORM TO THE ASSIGNED CONTACT OFFICE FOR
THE BORROWER:
For Electric Borrowers: Power Supply Division. RUS .. ielephone no.: [phone]
Nortern Regiona Division. RUS.. ielephone no.: [phone]
Southern Regiona Division. RUS -. ielephone no.: [phone]
For Telephone Borrowers: Norteasi Area, RUS _. telephone DO.: [phone]
Southeast Area. RUS -. telephone no.: (202) 72D-07 15
Nortwest Area, RUS -- telephone no.: [phone]
Southwest Area. RUS .. (elephone no.: [phone]
WHEN COMPLETED, DEliVER THIS ORIGINAL FORM TO FFB AT THE FOllOWING ADDRESS:
Manger
Federal Fincing Ban
Room SC I. Main Treasry Building
1500 Pennylvaa Avenue. N.W.
Washington. D.C. 20220
DELER A COpy OF THIS FORM TO RUS AT THE ADDRESS OF THE CONTACT OFFICE 1l\'DlCATED
BELOW:
USDA - Rural Utilities Service
For Electric Borrowers: SlOp 1568. Power Supply Division
SlOp 1566, Nortrn Regiona Division
Slop 1567. Southern Regional Division,
For Telephone Borrowers: Stop 1599, Norteast Area
Siop 1596. Soudieast Are
SlOp 1595, Nortwest Area
Stop 1597. Southwest Area
1400 Indeendenc Avenue. S.W.
Washingion. D.C. 20250
** *. ****. * ** * * ** * * ****** * **** *** *** * * **** ******** * * * * * * *** * * * * * * *
MATUITY EXTENSION ELECTION NOTICE - page 1
(10-01)RUS
MATUITY EXTENSION ELECTION NOT~CE
Manager
Federal Financing Bank
Reference is made to the following-described Future Advance
Promissory Note (the "Note ") payable to the Federal Financing
Bank (" FFB"), which is guaranteed by the Rural Utilities Service
("RUS") :
Name of Borrower (the II Borrower" ) :
FFB Note Identifier:
RUS Note Number:
Part i ('10 .be completed by RUSi:
Each of the advances of funds f'IAdvancesll) identified in
this Part i will mature on (tbe "Maturity Date") .
FPI:
ADVAC:S
~pmr:tPID
RUB
ACeOUßM
OaISIKA
ADVUfCI~.
ORIG:tNA
AJANCE
AKOtm
cØ'S1'ANntG
PRINCIPAL
MOmr
PRINCIPAL
INS'lJULH
Dtm
$s
$
$
$
$
s
$
$
$
$
$
MATURITY EXTENSION ELECTION NOTICE - page 2
(10-01)RUS
Part 2:
For each of the Advances identified in this Part 2 i the
respective amount of principal that the Borrower will pay on thi:!Maturity Date is as follows:
FFB
ADVANCE
IDENTIFIER1
PRINCIPAL
INSTALLMENT
DUE2
OPTIONAL
ADDITIONAL
PRINCIPAL
PAYMNT)
TOTAL
AMOUN OF
PRINCIPAL
TO BE PAID'
$$$
$$$
$$$
$$$
Part 3:
Notice is hereby given to FFB (and RUS) of the Borrower 's
election that the maturity of each of the Advances identified in
Part 2 be extended as follows:
FFB
ADVANCE
IDENTIFIERs
AMOUN OF
PRINCIPAL
TO BE
EXTENDED6
NE
MATUITY~'
PRINCIPAL
REPAYMNT
METHOD 8
TYPE OF
PREPAYIT/
REFINANIG
PRIVILEGE9
5-YEAR
NO - CALL PREMIUM
PERIOD1D OPTION11
$0 0 0 0
$0 0 0 0
s 0 0 0 0
$0 0 0 D
MATURITY EXTENSION ELECTION NOTICE - page 3
(10-01)RTJS
The und~rsigned hereby certifies that the authority of the
undersigned to execute and deliver this Maturity Extension
Election Notice on behalf of the Borrower is valid and in full
force and effect on the date hereof.
(Name of Borrower)
By:
Name:
Title:
Date:
INSTRUCTIONS
THE BORRO WER SHOULD !! COMPLETE THIS FORM OR DELIVER IT TO FFB OR RUS IF THE
BORROWER DESIRES (1) TO HA VE THE MATURITY OF AU OF THE ADVANCES IDENTIFIED IN PART
I OF THIS FORM EXTENDED AUTOMATICAY TO THE IMMEDIATELY FOLLOWING QUARTERLY
PAYMENT DATE, AND (2) IF THE MATURITY DATE SPECIFIED IN PART 1 OF THIS FORM WIU OCCUR
ON OR AFTER THE "PIRST PRINCIPAL PAYMENT DATE" SPECIFIED ON PAGE 1 OF THE NOTE, TO
HA VE THE "LEVEL DEBT SERVICE" METHOD FOR THE REPAYMENT OF PRINCIPAL APPLY TO EACH
ADVANCE FOR WHICH NO METHOD FOR THE REPAYMENT OF PRINCIPAL IS PRESENTLY IN EFFECT,
AND, FOR THOSE ADVANCES FOR WHICH A METHOD FOR THE REPAYMENT OF PRICIPAL IS
PRESENTLY IN EFFECT, TO HA VE THE SA METHOD FOR THE REPAYMENT OF PRINCIPAL THAT
APPLIES TO EACH ADVANCE BEFORE THE MATURITY DATE CONTINUE TO APPLY TO EACH
ADVANCE, RESPECTIVELY.
IF THE BORROWER DOES NOT RETURN THIS FORM TO FFB OR RUS, (1 THE MATURI OF AL OF
THE ADVANCES IDENTIFIED IN PART 1 OF THIS FORM WILL BE EXTENDED A.UTOM.4TICALY TO
THE IMMEDIATELY FOLLOWING QUARTERLY PAYMENT DATE, AND (2) IF THE MATURITY DATE
SPECIFIED IN PART 1 OF THIS FORM WIU OCCUR ON OR AFTER THE "FIRST PRiNCIPAL PAYMENT
DATE" SPECIFIED ON PAGE 1 OF THE NOTE, THE "LEVEL DEBT SERVICE" METHOD FOR THE
REPAYMENT OF PRINCIPAL WILL APPLY TO EACH ADVANCE FOR W1llCH Nf METHOD FOR THE
REPAYMENT OF PRINCIPAL IS PRESENTLY IN EFFECT, AND, FOR THOSE ADVANCES FOR WHICH A
METOD FOR THE REPAYMENT OF PRINCIPAL IS PRESENTLY IN EFFECT, THE SAME METHOD FOR
THE REPAYMENT OF PRINCIPAL THAT APPLIES TO EACH ADVANCE BEFORE THE MATURITY DATE
WILL CONTINUE TO APPLY TO EACH ADVANCE, RESPECTIVELY.
lComplete i line in Part 2 for each Advance identified in Part 1 with respect t~
which the Borrower elects (1) to have the maturity extended to a new Maturity
Date other than the next date to occur that is the last day of a calendar
MATUITY EXTENSION ELECTION NOTICE - page 4
(10-01)RUS
quarter, and/or (2) to have either the "equal principal ¡;ayments" 0:: the
"graduated principal payments" method for the repayment of principal apply to any
Advance for which gQ method for repayment of principal is presently in effect.
or, if either the "equal principal payments" or the "graduated principal
payments" met~od for the repayment of principal ~ presently in effect for any
Advance identified in Part 1. to change from that method to the "level debt
service" method for the repayment of principal of that Advance.
2For each Advance. insert the "Principal Installment Due" for the respective
Advance, as specified in Part 1.
3The Borrower has the option of making an additional payment of principal on the
Maturity Date without any premium being charged. For each Advance, insert the
amount of any optional additional principal payment that will be paid on the
Maturity Date.
iFor each Advance, insert the total amount of principal that will be paid on the
Maturity Date. That amount must be equal to the 2Y of the "Principal
Installment Due" for the respective Advance, as specified in Part 1. and the
amount ('if any) inserted by the Borrower as an "optional Additional PrincipaL.
Payment. "
scomplete 1 line in Part 3 for each Advance identified in Part 1 with respect to
which the Borrower elects (1) to have the maturity extended to a new Matur~ty
Date other than the next date to occur that is the last day of a calendar
quarcer, and/or (2) to have eicher the "equal principal payments" or the
"graduated principal payments" method for the repayment of principal apply to any
Advance for which nQ method for repayment of principal is presently in effect,
or, if either the "equal principal payments" or the "graduated principal
payments" method for the repayment of principal is presently in effect for any
Advance identified in Part 1, to change from that method to the "level debt
service" method for the repayment of principal of that Advance.
'For each Advance, insert the amount of principal for which the maturity is to be
extended. That amount must equal the difference between the "Outscanding
Principal Amount" for the respect i ve Advance, as speci f ied in Part 1, and the
"Total Amount of Principal to Be Paid" for such Advance inserted by the BOrrOWE!rin Part :2.
7For each Advance, insert the particular calendar date that the Borrower selects
to be the ~ Maturity Date to be in effect for the respective Advance after theMaturity Extension. This date (al must be the last day of a calendar quarter.
(b) may noi: be later i:han the "Final Maturity Date" specified on page i of the
Note. and (c) may not be less than one complete calendar quarter from the
effective date of the last Maturity Extension.
8Select 1 of the following 3 methods for the repayment of principal for an
Advance only :f the Maturity Date selected for such Advance will occur on or
after the "First Principal Payment Date" specified on page 1 of the Note. The 3
methods for the repayment of principal are: the "equal principal installments"
method ("P") i the "graduated principal installments" method ("G"), and the "level
debt service" method (tiL"). Insert in the box the letter-symol for the
particular principa~ repayment method selected.
'Elect 1 of the following 2 types of prepayment/refinancing privilege for anAdvance only if the new Maturity Date selected for such Advance will occur ~
after the fifth aniversary of the effective date of this Maturity Extension.
The 2 types of prepayment/refinancing privilege are: the "market value premium
(or discountl" privilege (tlM"l and a "fixed premium" privilege ("F"l. Insert in
the box the letter-symol for the particular type of prepayment/refinancingpri vi lege elected.
iOElect 1 of the following 2 no-call period options for an Advance only if a
"fixed premium" privilege is elected as the prepaymenc/refinancing privilege fcir
such Advance. The 2 no-call period options are: yes ("Y"), if the 90rrowe::
elects to have the fixed premium prepayment/refinancing privilege include a
S-year period during which the Advance will not be eligible for prepayment or
MATURITY EXTENSION ELECTION NOTICE - page 5
(10..01)R'!S
refinaiicing, and no( "N"),if eheSorrøwer elects conav:e the fixed premiUl
.,repa.ymenttiiìJfinancbig:pdvUÉlg'è .~ inciUQé ary äi.t: a. S..year rlø.caiiperi().In..~r't :in ch~l¡x tbe leet:er-,ymQlfør theparticularno-cal1.,erl:od optionelected.. .
l1Seiect 1 øf the following 3.premium options fer an Advande i; Ha "fixedpremium" privilege is elect.ed a.s theprepa)lentlrefinafdi:prî,vi,1ege f(!r s\li:li
Advance.. The.S p:remium'Qptiona are~ a 10' premium ciecUning over ioyears ("Xlf),
a. Sl premium decl iaing over 5 fearS ("V")., and par (no premiUlJ( "Pill. Insert in
the wxthé letcer-liyiel fOr tile C)4r't:içular premium opi;iQn. selected.
ØA'Itmrr :J'IENS:rONELEC':tc)ll NO~'ICE .. pa\1ll Ii
(10-01)RUS
APPENDIX 1
TO
MATURITY EXTENSION ELECTION NOTICE
(for identifying additional Advances with respect
to which the Borrower elects to extend the maturi ty)
ORIGINAL ORIGINAL OUTSTANING PRINCIPAL'
ADVANE ADVANCE PRINCIPAL INSTALLMENT
DATE AMOUN AMOUN ~UE
$$$
$s $
$$$
part i (To be (lompleted by RUS 1 :
FFB
ADVANCE
IDENTIFIER
RUS
ACCOUN
NUER
Part 2:
FFB
ADVANCE
IDENTIFIER
PRINCIPAL
INSTALLMNT
DUE
$
$
$
Part 3:
AMOUN OFNE
MATUITY
DATE
FFB
ADVANCE
IDENTIFIER
PRINCIPAL
TO BE
EXTENDED
$
$
s
OPTIONA
ADDITIONAL
PRINCIPAL
PAYMENT
$
$
$
$
$
$
TOTAL
AMOUN OF
PRINCIPAL
TO BE PAID
PRINCIPAL
REPAYMNT
METHOD
PREPAY'T/
REFINAN'G
PRIVILEGE
TYPE OF
5-YEA
NO-CAL PREMIUM
PERIOD OPTION
o
o
o
o
o
D
o
o
o
o
o
o
MATURITY EXTENSION ELECTION NOTICE - APPENDIX 1
RUS
ANEX B-2
TO
NE LOAN NOTE
FORM
OF
MATURITY EXTENSION ELECTION NOTICE
(RUS APPROVAL REQUIRED)
(10-01)RUS
MATURITY EXTENSION ELECTION NOTICE
(RUS APPROVAL REQUIRED)
** * * ******** ********** ******* *** ** * ****** ********** ** ********* ***
PART I OF THIS FORM HAS BEEN COMPLED BY RUS. THE BORROWER SHOULD COMPLET PARTS i
AND 3 OF THiS FORM ONLY FOR THOSE PARTICUUR ADVANCES IDENllFED IN PART I OF THIS FORJIJ
WITH RESPECl TO WHICH THE BORROWER ELCTS (i) TO HAVE THE MATURlTY EXTENDED TO A NEW
MATURITY DATE OTHER THAN THE IMMEDIATEY FOUOW/NG QUARTERLY PAYMENT DATE. AND/OR (2)
TO HAVE ElTHER THE "EQUAL PRINCIPAL PAYMENlS" OR THE "GRAUATED PRlNClPAL PAYMENTS"
METHOD FOR THE REPAYMENl OF PRlNCIPAL APPLY TO ANY ADVANCE FOR WHICH NO METHOD FOR
REPAYMENT OF PRiNCIPAL IS PRESEN1Y IN EFFECT. OR. IF EITHER THE "EQUAL PRlNCIPAL
PAYMENIS" OR THE "GRAUATED PRlNCIPAL PAYMENI" MEOD FOR THE REPAYMENT OF PRINCIPAL
IS PRESEN1iY IN EFFECJ FOR ANY ADVANCE IDENl/FIED IN PART i OF THIS FORM, TO CHANGE FROM
THAT METHOD TO THE "LEVEL DEBT SERVICE" METHOD FOR THE REPA YMENT OF PRlNC/PAL OF THAT
ADVANCE.
DIRECT AU OUESTiONS ON HOW TO COMPLETE THIS FORM TO THE ASS/GNED CONTACT OFFICE FOR
THE BORROWER:
For Electric Borrowers: Power Supply Division. RUS -- telephone no.: [phone]
Nonhern Regional Division. RUS .. telephone no.: [phone]
Southern Regional Division. RUS -- telephone no.: [phone]
For Telephone Borrowers: Nonhast Area, RUS .. ielephone no.: [phone]
Southeast Area. RUS -- telephone no.: [phone]
Nortwest Area, RUS -- telephone no.: [phone]
Soulhwest Area. RUS -- telephone no.: [phone]
WHEN COMPLETED, DELIVER TH/S ORIGINAL FORM TO RUS AT THE ADDRESS OF THE CONTACT OFFICE
INDICATE BELOW..
USDA - Rural Utiiiies Service
For Electric Borrowers: SlOp 1568. Power Supply Division
SlOp 1566. Nortern Regiona Division
Stop 1567. Southern Regiona Division
For Telephone Borrowers: Stop 1599. Norteast Ara
SlOp 1596, Southeasi Area
Stop 1595. Nortwest Area
Stop 1597, Southwes Area
1400 Independence Avenue, S.W,
Washigton. D.C. 20250
*** * ** * * * ** * ** ** * * * ** * *** ***** ****** * * * * *** *** ** * * *** ** ***** * * * **
MATURITY EXTENSION ELECTION NOTICE (RUS APPROVAL REQ'D) - page 1
(16-01)RUS
MATURITY EXTENSION ELECTION NOTICE
Manager
Federal F inanc ing Bank
Reference is made to the following-described Future Advance
Promissory Note (the "Note") payable to the Federal Financing
Bank ("FFB") i which is guaranteed by the Rural Utilities Service
("RUS") :
Name of Borrower (the "Borrower"):
FFB Note Identifier:
RUS Note Number:
Part 1 (To be completed by RUS) :
Each of the advances of funds (IIA(iV'ancesU) identified inthis Part 1 will mature on (the "Maturity Date") .
pip:ø
ADVACB
IPPTl'.¡;:IU
RU$
AccoONllBA
ORIGINAL
ADVANCB
PA1.S
ORIGINAL
ADVACE
AHOm
OU'S1.ANINQ
PR.:Ici::ptû
AKOr.
PR.INcIPÄ1
INS1.ALLd
.ml
$
$
$
$
$
$
$$
$
$
$,$
MATURITY EXTENSION ELECTION NOICE (RUS APPROVAL REQ'D) " pagti2
(10-01)RUS
Part 2:
For each of the Advances identified in this Part 2, the
respective amount of principal that the Borrower will pay on thi:
Maturity Date is as follows:
FFB
ADVANCE
IJ)ENIFIER1
PRINCIPAL
INSTALLMENT
DUEz
OPTIONAL
ADDITIONAL
PRINCIPAL
PAYMNTJ
TOTAL
AMOUN OF
PRINCIPAL
TO BE PAID'
$$$
$$$
$$$
$$$
Part 3:
Notice is hereby given to FFB (and RUS) of the Borrower's
election that the maturity of each of the Advances identified in
Part 2 be extended as follows:
FFB
ADVANCE
IDENTIFIERs
AMOUN OF
PRINCIPAL
TO BE
EXTENDED'
NEW
MATURITY
DATE'
PRINCIPAL
REPAYMNT
METHOD8
TYPE OF
PREPAY'T/
REFINAN'G
PRIVILEGE'
5-YEAR
NO-CAL PREMIUM
PERIODLO OPTIONll
$0 0 0 0
$0 0 D 0
$0 0 0 0
$0 0 0 0
M~TtmTTY EXTENSION ELECTION NOTICE (RUS APPROVAL REO'D) - page 3
(10-01)ROB
'lhe undersigi:èd hereby eerti,fies that theauthorityøf tlie
undersigneci toexecutè and deliver ehis Maturity Extension
. Election Notice on behalf of the Bôrrower is valid and in f1.ll
force andèffect on the date hereof.
(Name ofS6rrower)
By:
Name:
Title:
Date:
!to'1íCS 01' RUB APPROVAJ or
MA'ltnTYE.SION &IllCtION NOTieS
Notice ishereb1gLven toFFS thatthèprecedingMat.urity
.ExtensiohElection .Notice made by the SQrrow-er identified tliereiIl
hasbeen approved by RtJSfor It1.i:ôses of
the Not:e Jdent ifièd
therein.
ADMINISTRATOR of the
Rl. t.I!.!TI.E,$$ERVICE,act. Lng t.hroughhisor her
duly .autñ.orizè!i!iesignee.
By:
Name:
Title:
Date:
KAT'ITY 3X':NSION 3LBCTIOlfNOnCE (RUS APPROVUiuQ'l)) - pag_ :4
(10- 01)RUS
INSTRUCTIONS
THE BORROWER SHOULD NOT COMPLETE THIS FORM OR DELIVER IT TO FFB OR RUS IF THE
BORROWER DESIRES (1) TO HAVE THE MATURITY OF AL OF THE ADVANCES IDENTIFIED IN PART
1 OF THIS FORM EXTENDED AUTOMATICALY TO THE IMMEDIATELY FOLLOWING QUARTERLY
PAYMENT DATE. AND (2) IF THE MATURI DATE SPECIFIED IN PART 1 OF THIS FORMWIU OCCUR
ON OR AFTER THE "FIRST PRINCIPAL PAYMENT DATE" SPECIFlED ON PAGE 1 OF THE NOTE, TO
HAVE THE "LEVEL DEBT SERVICE" METHOD FOR THE REPAYMENT OF PRINCIPAL APPLY TO EACH
ADVANCE FOR WHICH NO METHOD FOR THE REPAYMENT OF PRINCIPAL is PRESENTLY IN EFFECT,
AND, FOR THOSE ADVANCES FOR WHICH A METHOD FOR THE REPAYMENT OF PRINCIPAL IS
PRESENTLY IN EFFECT, TO HA VE THE SAME METHOD FOR THE REPAYMENT OF PRINCIPAL THAT
APPLIES TO EACH ADVANCE BEFORE THE MATURITY DATE CONTINUE TO APPLY TO EACH
ADVANCE, RESPECTNELY.
IF THE BORROWER DOES NOT RETURN THIS FORM TO FFH OR RUS. (1) THE MATURITY OF ALL OF
THE ADVANCES IDENTIFIED IN PART 1 OF THIS FORM WIU BE EXTENDED AUTOMATICALY TO
THE IMMEDIATELY FOLWWING QUARTERLY PAYMENT DATE, AND (2) IF THE MATURITY DATE
SPECIFIED IN PART 1 OF THIS FORM WILL OCCUR ON OR AFER THE "FIRS PRINCIPAL PAYMENT
DATE" SPECIFIED ON PAGE 1 OF THE NOTE. THE "LEVEL DEBT SERVICE" METHOD FOR THE
REPAYMENT OF PRINCIPAL WILL APPLY TO EACH ADVANCE FOR WHICH NO METHOD FOR THE
REPAYMENT OF PRINCIPAL is PRESENTLY IN EFFECT, AND, FOR THOSE ADVANCES FOR WHICH A.
METHOD FOR THE REPAYMENT OF PRINCIPAL IS PRESENTLY IN EFFECT, THE SAME METHOD FOR
THE REP.4.YMENT OF PRINCIPAL THAT APPUES TO EACH ADVANCE BEFORE THE MATURITY DATE
WILL CONTINUE TO APPLY TO EACH ADVANCE. RESPECTIVELY.
lComplete 1 line in Part 2 for each Advance identified in Part i with respect tJ
which the Borrower elects (1) to have the maturity extended to a new Maturity
Date othe; than the next date to occur that is the last day of a calendar
quarter, and/or (2) to have either the "equal principal payments" or the
"graduated principal payments" method for the repayment of principal apply to any
Advance for which n2 method for repayment of principal is presently in effect.
or, if either the "equal principal payments" or the "graduated principal
payments" method for the repayment of principal i! presently in effect for any
Advance identif ied in Part 1, to change from that method to the li level debt
service" method for the repayment of principal of that Advance.
2For each Advance. insert the "principal Installment Due" for the respective
AdvanCe. as specified in Part 1.
3The Borrower has the option of making an additional payment of principal on the
Maturity Date without any premium being charged. For each Advance, insert the
amount of any optional additional principal payment that will be paid on the
Macurity Date.
.For each Advance, insert the total amount of principal that will be paid on the
Maturity Date. That amount muse be equal to the §l of the "Principal
Installment Due" for the respective Advance, as specified in Part 1, and the
amount (if .any) inserted by the Borrower as an "Optional Additional principal
Payment. "
5Comple~e 1 line in Part 3 for each Advance identified in Part 1 with respect to
which the Borrower elects (1) to have the maturity extended to a new Maturity
Date other than the next date to occur that is the last day of a calendar
quarter, and! or (2) to have either the "equal principal payments II or the
"gradua:ed principal payments" method for the repayment of principal apply to any
MATURITY EXTENSION ELECTION NOTICE (RUS APFROVAL REQ'D) - page 5
(10-01)RUS
Advance for which no method for repayment of principal is presently in effect,
or, if either the "equal principal payments" or the "graduated principal
payments" method for the repayment of principal is presently in effect for any
Advance identified in Part i. to change from that methoà to the "level debt
service" method for t:ie repayment of principal of that Advance.
'For each Advance. insert the amount of principal for which the maturity is to :~e
extended. That amount must equal the difference between the "Outstanding
Principal Amount" for the respective Advance. as specified in Part i, and the
"Total Amount of ?rincipal to Be Paid" for such Advance inserted by the Borrower
in Part 2.
'For each Advance. insert the particular calendar date that the Borrower select3
to be the ~. Maturity Date to be in effect for the respective Advance after the
Maturi ty Extens ion. This date (a) mus t be the last day of a calendar quarter,
(b) may not be later than the "Final Maturity Date" specified on page 1 of the
Note, and (c) may not be less t~an one complete calendar quarter from the
effective date of the last Maturity Extension.
8Select 1 of the following 3 methods for the repayment of principal for an
Advance onlv if the Maturity Dace selected for such Aèvance will occur on or
after the "First Principal I?aymenc Date" specified on page 1 of the Mote. The 3
methods for the repayment of principal are: the "equal principal installments"method ("P"), the "graduated principal installments" method ("Gil). and the "level
debt se::vice" method ("L"). Insert in the box the letter-symol for the
particular principal repayment method selected.
'Elect 1 of the following 2 types of prepayment/refinancing privilege for anAdvance onlv if the new Maturity Date selected for such Advance will occur 2n~
after the fifth anniversary of the effective date of this Maturity Extension.
The 2 types of prepayment/refinancing privilege are: the "market value premium
(or discount)" privilege ("M") and a "fixed premium" privilege ("F"). Insert in
the box the letter-symol for the particular type of prepayment/refinanci~g
privilege elected.
lOElect 1 of the following 2 no-call period options for an Advance onlv if a
"fixed premium" privilege is elecced as the prepayment/refinancing privilege for
such Ad'rance. The 2 no-call period options are: yes ("Y"), if the Borrower
elects to have the£tked Ptèmi~m p~ep~yment/refinancing privilege include a
S,.)!earPed~ dl;ing which tbeAdvancewj,l1 not be eligible for prepayment or
~efiniai:ing, and.l: ('iN"I. if theeørr9wer elects to have the fixed premiumprepaymentl~efj,rtartêin9prj,viiege ~include any such a 5-year no-call period.
tnliert in the ~x the let:ter-ayl tørthe particular no-call period optionelected.
llSelect 1 of the following 3 premium opi:ions for an Advance only if a Itfixed
premium" privilege is elected as the prepayment/refinancing privilege for suchAdvance. The 3 premium options are: a 10% premium declining over 10 years ("X..).
a 5% premium declining over 5 years (ltV"). and par (no premium) ("Pil). Insert in
the box the letter- symol for the particula~ premium option selected.
MATURITY EXTENSION ELECTION NOTICE (RUS APPROVAL REQ' D) ~ page 6
~
(10- 01)
APPENDIX 1
TO
MATURITY. EXTENSION ELECTION NOTICE
(for identifying additional Advances with respect
to which the Borrower elects to extend the maturity)
Part i ('¡ope completed by RUS):
FFB
ADVANCE
IDENTIFIER
Part 2:
FFB
ADVANCE
IDENTIFIER
RUS
ACCOUN
NUER
$
$
$
ORIGINAL
ADVANCE~
PRINCIPAL
INSTALLMENT
DUE
Part 3:
FFB
ADVANCE
IDENIFIER
PRINCIPAL
TO BE
EXTENDED
$
$
$
AMOUN OF
NEW
MATURITY
DATE
ORIGINAL
ADVANCE
AMOUN
OUTSTANING
PRINCIPAL
AMOUN
RUS
PRINCIPAL
INSTALLMENT
DUE
s
$
$
$
$
$
$
$
PREMIUM
OPTION
o
o
o
MATURITY EXTENSION ELECTION NOTICE - APPENDIX 1
$
OPTIONAL
ADDITIONAL
PRINCIPAL
PAYM
TOTAL
AMOUN OF
PRINCIPAL
TO BE PAID
$
$
$
$
$
$
PRINCIPAL
REPAYMNT
METHOD
PREPAY ''1/
REFINAN'G
PRIVILEGE
TYPE OF
5-YEAR
NO-CALL
PERIOD
o
o
o
o
o
o
o
o
o
RUS
ANEX C-l
TO
NE LOAN NOTE
FORM
OF
PREPAYMEN ELECTION NOTICE
SPECIFIED PRINCIPAL AMOUN (S)
(RUS APPROVAL REQUIRED)
(10-01)RUS
PREPAYMENT ELECTION NOTICE
SPECIFIED PRINCIPAL AMOUNT(S)
(RUS APPROVAL REQUIRED)
** *** * * ********** ******** **** *** ** *** * ***** * ************* * ** *** **
DIRECT AU QUESTIONS ON HOW TO COMPLET THIS FORM TO THE ASSIGNED CONTACJ OFFICE FOR
THE BORROWER:
For Electric Borrowers: Power Supply Division. RUS - telephone no.: [phone]
Nortern Regiona Division. RUS -- telephone no.: [phone]
Southrn Regional Division. RUS -- telephone no.: [phone]
For Telephone Borrowers: Norteast Area. RUS .- telephone no.: [phone]
Southeast Area. RUS -- telephone no.: [phone]
Nortwest Area. RUS -- telephone DO.: (202) 720- 1025
Southwest Area. RUS _. telephone no.: [phone]
WHEN COMPLETED, DELIVER THIS ORiGINAL FORM TO RUS AT THE ADDRESS OF THE CONTACJ OFFICE
INDICATED BELOW:
USDA - Rural Utilities Service
For Eleclric Borrowers: Stop 1568. Power Supply Division
Stop 1566. Nortern Regiona Division
Stop 1567. Southern Regiona Division
For Telephoiie Borrowers: Stop 1599. Nonh:ist Area
Stop 1596. Southeast Area
Stop 1595. Nortwest Area
Stop 1597. Southwest Area
1400 Independence A venue. S. W.
Washington. D.C. 20250
* ******* * ********* ******* * **** *********** **** ** * *** **** *** **** * **
PREPAYMNT ELECTION NOTICE - SP PRN (RUS APPROVAL REQ i D) · page 1
(10-011)Ras
PREPAYMEN ELECTION NOTICE
SPECIFIED PRINCIPAL AMOUN (S)
Manager
Federal Financing Bank
Reference is made to the following-described Future Advance
Promissory Note (the "Notell) payable to the Federal Financing
Bank ("FFB"), which is guaranteed by the Rural Utilities Service
("RUS II) :
Name of Borrower (the II Borrower II ) :
1.
2
FFB Note Identifier:
Part 1 i
Notice is hereby given to FFB (and RUS) of the Borrower l s
election to prepay all or a portion of the outstanding principal
amount of the advances of funds (IIAdvances") identified in thisPart i:
Fn
ADVANCEi;:trISR3
RU'S
ACComrlIg.
Ø1UGINA
ADVANCB
DADS
ORIGINA
AOVANCJllT)'
OmSTANING
PRIN'C:tPAJ
AlOpø'
$$
$
$
$
$
PREPAYM ELECTION NOTICE - SP PRN (ROS APPROVAL REQ i D) - page 2
(10- 01)RUS
Part 2:
The Borrower intends to prepay all or a portion of the
outstanding principal amount of each of the Advances identified
in Part i on the following date (such date being the II Intended'
Prepayment Date ") :
8
Part 3:
For each of the Advances identified in Part i i the
respective amount of principal that the Borrower intends toprepay on the Intended Prepayment Date is as follows:
FFB
ADVANCE
IDENTIFIER'
PRINCIPAL
INSTALLMENT
DUE (.if any) 10
AMOUN OF
PRINCIPAL TO
BE PREPAIDl1
TOTAL
AMOUN OF
PRINCIPAL
TO BE PAIDii
$$$
$$$
$$$
The undersigned hereby certifies that the authority of the
undersigned to execute and deliver this Prepayment Election
Notice on behalf of the Borrower is valid and in full force and
effect on the date hereof.
(Name of Borrower)
By:
Name:
Title:
Date:
PREPAYMENT ELECTION NOTICE - SP PRN (RUS APPROVAL REQ i D) - page 3
(10-01)RUS
NOTICE OF RUS APPROVAL OF
PREPAYMENT ELECTION NOTICE
Notice is hereby given to FFB that the preceding Prepayment
Election Notice made by the Borrower identified therein has bee~
approved by RUB for purposes of the Note identified therein.
ADMINISTRATOR of the
RUR UTILITIES SERVICE,act ing through his or her
duly authorized designee.
By:
Name:
Title ~
Date:
INSTRUCTIONS
lInsert the corporate name of the Borrower. If the corporate name of the
Borrower at the time of this Advance is different from the corporate name that
appears on page 1 of the Note, add "(formerly ) ", and insert in
this second blank the corporate name of the Borrower as it appears on page 1 of
the Note.
iInsert the "FFB Note identifier" that FFB assigned to the Note (as provided in
the Agreement L .
JComplete 1 line in Part 1 fer each Advance that the Borrower intends to prepay
in whole or in pare. For each Advance. insert the "FFB Advance idencifier" for
the respective Advance as specified in the most recent billing notice delivere¿
by RUS to the Borrower.
4For each Advance. insert the "RUS Account Number" for the respective Advance as
specified in the most recent billing notice delivered by RUS to the Borrower.
5For each Advance, insert the date on which FFB made the respective Advance to
the Borrower.
'For each Advance, insert the original principal amount of the respective Advance
that FF3 made to the Borrower (or that the Borrower assumed) .
PREPAYMENT ELECTION NOTICE- SP PRN (RUS APPROVAL REQID) - page 4
RUS
(10-01)
'Insert the "Outstanding principal 1Iount" of each Advance specified in part 1 as
of the day before the date on which the Borrower intends to make a prepayment on
the respective Advances.
lÌinSe~t:t:hll ~.i:td-çular calendar .datêtl'attheBørrower seleces \:.0 J)êthe qate.cn
wìiieb the Borrower intends tøprepay the Advaces speciUed d-n i?al:t 1. This dat,e
(aiinustl be a day on wlid-c:h 'FBand the Fedltral Resêl'e Blnkot. Ke\o YO'rk are ~oth
open tor J)l,!l~ness. and t,b)withresPectt,oany Advanc:efor whicl¡ eheBorrower bas
!leieceed a Hxed preiiium prepaymentlret'nanC1ng privilege that; includes a 5 -yeiit'
period àuring whichsuc!i Advance shall not be eligible EoI' any prepayment orrêfin¡:i:cing, may noeb.éadate tiiat, will occur before the expiration of such
5-year no-call period.
'Comple~e 1 line in Part 3 for each Advance identified in Part i.
lÐIf the Intended Prepayment Date is the last day of a calendar quarter and an
installment of principal of any Advance is due on such date. insert che
respeccive "Principal Installment Due" for such Advance on the Int.ended
prepayment Date as s~ecified in the most. recent billing nocice delivered by RUS
to the Borrower.
llpor each Advance. insert the amount of principal thac wi 11 be prepaid on the
Intended Prepayment. Date.
12For each Advance, insert the total amount of principal that will be paid on che
Intended Prepayment Date. That amount must be equal to the ~ of any amountinserted by the Borrower in Part 3 as che "Principal Installment Due (if any) ,j
for the respective Advance and the amount inserted by the Borrower in Part 3 as
the II Amount of Principal to Be Prepaid" for such Advance.
PREPAYMNT ELECTION NOTICE - SP PRN (RUS APPROVAL REQ'D) - page 5
(10-01) RUS
APPENDIX 1
TO
PREPAYM ELECTION NOTICE
SPECIFIED PRINCIPAL AMOUN (S)
(for identifying additional Advances that
the Borrower elects to prepay in whole or in part)
Part 1:
FFB
ADVANCE
IDENTIFIER
Part 3:
FFB
ADVANCE
IDENTIFIER
RUS ORIGINAL ORIGINAL OUTSTANING
ACCOUN ADVANCE ADVANCE PRINCIPAL
NUER DATE AMOUN AMOUN
$$
$$
$$
$$
$$
$$
PRINCIPAL AMOUN OF
INSTALLMENT PRINCIPAL TO
DUE (if any)BE PREPAID
$$$
$$$
$$$
$$$
$$$
$$$
TOTAL
AMOUN OF
PRINCIPAL
TO BE PAID
PREPAYMENT ELECTION NOTICE - SP PRN - APPENDIX i
RUS
ANX C-2
TO
NEW LOAN NOTE
FORM
OF
PREPAYMENT ELECTION NOTICE
FIXED SUM TO BE APPLIED
(RUS APPROVAL REQUIRED)
R'JS
(10-01)
PREPAYMENT ELECTION NOTICE
FIXED SUM TO BE APPLIED
(RUS APPROVAL REQUIRED)
* ***** * ** ******************* * **** ************ *** **** ** ***** **** **
DIRECT Al QUESTIONS ON HOW TO COMPLET THIS FORM TO THE ASSIGNED CQNTA cr OFFICE FOR
THE BORROWER:
For Electric Borrowers: Power Supply Division, RUS -- telephone no.: [phone]
Nortrn Regiona Division, RUS -- telephone no.: [phone]
Southern Regional Division, RUS -- telephone no.: [phone]
For Telephone Borrowers: Nortt Are. RUS .- telephone no.: [phone]
Southeast Area. RUS - telephone no.: [phone]
Nortwest Area. RUS _0 telephone no.: [phone]
Southwest Area, RUS -- telephone no.: [phone]
WHEN COMPLETED. DELIVER THIS ORIGINAL FORM TO RUS AT THE ADDRESS OF THE CONTACT OFFICE
INDICATED BELOW:
USDA - Rural Utilties Service
For Electric Borrowers: Stop 1568, Power Supply DivisionStop 1566. Nortern Regiona Division
Stop 1567. Southern Regiona Division
For Telephone Borrowers.: Stop 1599, Nonhasi AreaStop 1596, Southeast Area
Stop 1595, Nortwest Area
Stop 1597, Southwest Area
1400 Independence i\ venue, S. W.
Washigton, D.C. 20250
** *. * * *** *** * ** **. **** * ***** * * *** * ** * * *** * * * ** * * *** * ** ** * * * ** *** *
PREPAYMNT ELECTION NOTICE _ FX SUM (RUS APPROVAL REQ i D) - page i
RUS(10-01)
PREPAYMENT ELECTION NOTICE
FIXED SUM TO BE APPLIED
Manager
Federal Financing Bank
Reference is'made to the following-described Future Advance
Promissory Note (the "Note") payable to the Federal Financing
Bank ("FFB") / which is guaranteed by the Rural Utilities Service
("RUS ") :
Name of Borrower (the "Borrower"):
2
FFB Note Identifier:
Part 1:
Notice is hereby given to FFB (and RUS) of the Borrower's
election to prepay all or a portion of the outstanding principal
amount of the advances of funds ("Advances") identified in thisPart i:
FFB
ADVANE
IDENTIFIER)
RUS
ACCOUN
NtER'
ORIGINAL
ADVANCE
DATEs
ORIGINAL
ADVANCE
AMOUN
OUTSTANING
PRINCIPAL
AMOUN'
$$
$$
$$
Part 2:
The Borrower intends to prepay all or a portion of the
outstanding principal amount of the Advances identified in Part i
on the following date (such date being the II Intended prepayment
Date") :
.
PREPAYMNT ELECTION NOTICE - FX SUM (RUS APPROVAL REQ i D)" page 2
a'os
(10..01)
Part 3:
The Borrower elects to have the fo¡iowing ámount offuiids
aPP1Íiedby FE'S toward aprepa¥Ment: of the
outstanding princip.al
amount of t:heAdvancés identif.ied in part i t in the Qi:der inwnicbtbey appear in Part 1:
'¡be undersigned hereby certifies that the authol:ityof the
undersigned .t.oexecute and deliver thisprepaymentBlection
Notice on behalf of the Borrower is valid and in full force and
effect on ehedàte hereo.f.
(Name of BorrOwel:)
By:
Name :
Title:
nate:
PUPA~inEcriøNNO'fiÇl .. FX SU ULt1S AJPR.OVAI .UQID) .. pag:e 3
(10-01)RUS
NOTZCE OF RUS APPROVAL OF
PREPAYMNT ELECTZON NOTICE
Notice is hereby given to FFB that the preceding Prepaymen~
Election Notice made by the Borrower identified therein has bee~
approved by RUS for purposes of the Note identif ied therein.
ADMINISTRATOR of the
RURL UTILITIES SERVICE,
acting through his or her
duly authorized designee.
By:
Name:
Title:
Date:
INSTRUCTIONS
linsert the corporate name of the Borrower. It the eÓ~Qpate name of the
Borrower at the time of this Advance is diff$;teJt;froini:he corprlte name that
appears on page 1 of the Note, add "( formerly ì", and insert in
this second blank the corporate name of the 1:()i;i;oweras It:
appears on page 1 of
the Note.
1Insert the "FFB Noi:e Identifier" that FFB assigned to the Note (as provided in
the Agreement) .
Jcomplete 1 line in Part 1 for each Advance that the Borrower intends to prepay
in whole or in part. For each Advance. insert the "FFB Advance Identif ier" for
the respective Advance as specified in the most recent billing notice delivered
by RUS to the Borrower.
~For each" Advance, insert the "RUS Account Number" for the respective Advance a:.
specified in the most recent billing notice delivered by RUS to the Borrower.
5For each Advance, insert the date on which FFB made the respective Advance to
the Borrower.
'Por each Advance, insert the original principal amount of the respective Advance
that FFB made to the Borrower (or that the Borrower assumed) .
__...._"".."" ""., ..,.,,TI""- l.O'1Tr''I .. FX SUM (RUS APPROVAL REQJD) .. page 4
RlJS
(1.0..0:1)
'1insert the n OU~$tiuj.nlJPrincilJal 1uunt "ofeaèb AdvaAçe speclfted~n Ra;t:: 1 as
:of the .day~fo~the dateøn whi.cb the Sorroer irit.ends to make a pi:epaymenton
l:he1:~llt:ec:ti veAdvanCj;li ,
'insert the. pardcuiarcalendar dace thattbéBorrowerselects to
be tbe(Ìat:eØli
which: the Bor:er î,ntend,s to prepay tM Advances spllcifi.eø in par,: 1.
Thisdate
(aliiust bea day on .whie:b Fraandtbe Federalttel!e're. Bank of
New . 'Yo~kare boch
oper for business, and .(biwithrespeci; t.Q any Advancefol.wMcht.be Borrower has
Selected a. f~øp.nmium prepaymentlrefinancing priv11eljetbatinc1udes a. 5~year
~riod quring whicb !/ui: A!Ì.ance. sbaUnøi: be .eligibietor any prepaymencor
td.i~C:ing. may-noc be a date that wUJ. oi;cur bef'ore tbeexpiration ofsucb5~year ll~(.aii .period.
'Insert the p¡i:1c:1ar amøunt of funds . tbattbeBorrowerelects to be app..Lj;ed /:y
FrB. tQWarø apr:paymentof tbeoutstanding pdncipaiamuneøf the
Advances
ideni:ified in£lai-t:i, rn the ord~ in wbi.ç:h tbeyappe.;r .ln ~art 1.
___....VU'r~ iiT.1P("YON NOo:J:CE.. J'.smi (RUS APpaOVAL,UQ'D) ..page 5
APPEN:ix 1
'10
PR.EPA~ SLBC'l:iON.NQ'1:iC:
Fixe S'C TO BS APP;iie
(lor identifyi$gaddi t.ional Advances
that
thêSørrowerelects to prepay in whole orin part)
Part 1:
I'D
.-'CA)CI
:tJ)ENtFlER
RUS
ACCo'OlflR
ORIG:i1f
ADVANCE
12A'tE
ORIG:iJ9
ADVANCE
AKOwn
$ .
$
$
$
$
$
OO'S'lANING
PRINCIPAL.~
$
$
$
$
$
$
PREPA'Y ELEC':iON NO'liCll -FXSOM -AP~_i:x 1.
RUS
ANX D-l
TO
NEW LOAN NOTE
FORM
OF
REFINACING ELECTION NOTICE
RUB
.(10..01'
REFINANCING ELECTION NOTICE
** **** ** ** ********* ** ***** ***** *********** * ******************* * **
¡jleECltU (JUESQNSO/i HOW TO COMPLn'THIS FOIITQTHEASSlfJlVE C()/VACT OFFIC¡tFOR
THEllltQUR:
For EJecirlt lJ()rrer:po\V~rS\ÌppiyDivisio~ RtIS- telepno.~ (2) '2o~6NottRegioii Dion, RUS - tele,i 1t.:(iQ2) 7iÐ.1420
SouU1enRegna PivWOIl. RUS .. iehOl1e no.: (ioi) 11()8
For Telephone lJørôwm: Nortlll Are~US .. t~iepne Db.: ~(2) 6!H61.3SCll1~l Aie. RUS.. ielehone no.: ~Oi) 72l)7tS
Nort~$t Area. RUS -- teleponaQo.~ciøi) 12q-l02
SotUWcsl Ara, RUS -tel~1t.~ .(2Q2) 72800
WHEN COMP£J. DEJTHS OR1GlN& FORM1f FFB AT
THE F()I.WlNG ADDllES:
M~c:rF~ Finin .8a
ReomSC i. Mìin T_ur Øtld
JSOOPenlvai Av~. N. W.
Wasgwn, f),C. .2Q
pELER A ClJPf,OF THIS FORM1f RtlS AT THE ADDRESS OF71E C(JN1'ACT OFFICE fNPlCA7' .
Bf!(iW:
USDA -Rlta UdUij Strce
F()r Elecrric1JoI1QWI1: S!ÓLS6. pew,$app1y DiviionSiop J5(i. No~ Re~onaDiVisìor
SlOp 1$61. So.urer Regiona Ðìvia
Gti T~ephOle Bortn: Stop 159~. Nortea AreSto 1596' Sou Are
StoU9S. NOrtwatAr
Sto 1597. S()ud~e$Atn
J400Innde Av~. ,$.W.
Washil1pn. D.C, i~Q
*.*.*************.****...****.***********************************
REFtNAING ELECTION NOTICE - page 1
RTJS
(10-01)
REFINANCING ELECTION NOTICE
Manager
Federal Financing Bank
Reference is made to the following-described Future Advance
Promissory Note (the IINote ii) payable to the Federal Financing
Bank ("FFB") i which is guaranteed by the Rural utilities Service
("RUS") :
Name of Borrower (the "Borrower"):
i
~
FFB Note Identifier:
Part 1:
Notice is hereby given to FFB (and RUS) of the Borrower 's
election to refinance the outstanding principal amount of each of
the advances of funds ("Advances") identified in this Part i:
FFB
ADVANCE
IDENTIFIERJ
RUS
ACCOUN
NUER4
ORIGINAL
ADVANCE
DATE'
ORIGINAL
ADVANCE
AMOUN'
OUTSTANING
PRINCIPAL
AMUN'
$$
$$
$$
Part 2:
The Borrower intends to refinance the outstanding principal
amount of each of the Advances identified in Part i on thefollowing date (such date being the "Intended Refinancing Date" L :
REFINANCING ELECTION NOTICE - page 2
R1JS
(10-01)
For each of the Advances identified in Part i i the Borrower
intends to pay on the Intended Refinancing Date the following
amount of principal:
PFB
AÐVUØll
IDmmmU'
PltHCIPAL
INS'lALLD
1tt1".
oPTiONAL
ADD:iTiOQL
PRINCIPALPAY'll
TO'AL
AHotlOP
PitINCIPAL
'to . BEPAIDu
$$$
s $$
$$$
Patt 3:
Notice is hereby given to FFB (and RUS) of the Borrower i s
election that each of the Advances identified in part i is to bierefinanced as follows:
i'llS
ADVAE
IDENIFID13
AHOlJOF
pRICIPAL
TO $E
REFniCEO'"
NB PRINJ.:i:PAL
MA'1ITY REPÄ'lN'D,ADu p:Qn16
TYPE OF
P.PAY'TIuinilQ
iR.rv:t1.lG!;1~
5-YEAR
NO - CAL PREMIUM
PlRIODi.. OPTIONl.'
$0 0 0 0
$0 0 0 0
$0 0 0 D
REFINANCING ELECTION NOTICE - page 3
RUS
(10-01)
The undersigned hereby certifies that the authority of the
undersigned to execute and deliver this Refinancing Election
Notice on behalf of the Borrower is valid and in full force and
effect on the date hereof.
(Name of Borrower)
By:
Name:
Title:
Date:
INSTRUCTIONS
lInsert the corporate name of the Borrower. If the corporate name of the
Borrower at the time of this Advance is different from the corporate name that
appears on page i of the Note. add II (formerly).", and insert in
this second blank the corporate name of the Borrower as
it appears on page i cf
che Note.
ilnsert che "FFB Note Identifier" that FFB assigned to the Note (as provided in
the Agreement) .
lComplete i line in Part 1 for each Advance ~hat the Borrower intends to
refinance. For each Advance. insert the "FFB identifier" for the respective
Advance as specified in the most recent billing notice delivered by RUS to the
Borrower.
4F'or each Advance. insert the "RUS Account Number" for i:he respective Advance as
specified in the most recent billing notice delivered by RUS to the Borrower.
5For each Advance. insert the date on which FFB made the respective Advance to
the Borrower.
'For each Advance. insert the original principal amount of the respective Advance
i:hat FFB made to the Borrower (or that i:he Borrower assumed) .
7For each Advance. insert the "Outstanding Principal Amåunt" of the respective
Advance as of the day be fore the Ini:ended Refinancing Date (i. e.. the outstanding
principal amount of such Advance before the Borrower pays the "Principal
Inst:allment Due" for such Advance inserted by the Borrower in Part 2.
8insert the particular calendar date that the Borrowerselec!t$ tobètltedìte .on
which the Borrower intends to refinance the Advances s,.øifièdibP~Z'.t 1. .Thisdace (a) must be i:he last day of a calendar quarter, an Iblwittii:spece .toa'l~YAdvance for which the Borrower has selected a fixed pre~t~ prePaymtl
refinancing privilege that includes a 5-year period during wliiçtsi'U~hAdance
REFINANCING ELECTION NOTICE - page 4
RUS
(10-01)
shall not be eligible for any prepayment or refinancing, may not be a da~e t~atwill occur beEore the expirai:ion of such 5-year no-call period.
9Complete i line in Part 2 for each Advance identified in Part i.
lOFor each Advance, inse:-t the II Principal !nscallment Sue II for the respect i ve
Advance on the Intended Refinancing Date as specified in the most recent bil ling
notice delivered by RUS to the Borrower.
lIThe BcrrO\~er has the option of making an additional payment of principal on the
Intended Refinancing Date without any additional premium being charged for such
additional payment of principal. For each Advance, insert the amount of any
optional additional principal payment that will be paid on the Intended
Refinancing Date.
12For each Advance. insert the total amount of principal that will be paid on the
Intended Refinancing Date. That amount must be equal to the sum of the
"Principal Installment Due" for the respective Advance inserted by the Borrower
in Part 2 and any amount inserted by the Borrower as an "optional Additional
Principal Payment. II
IJcomplete i line in Part 3 for each Advance.
14For each Advance, insert the amount of principal that is to be refinanced.
That amount must equal the difference between the "outstanding Principal Amount"
for the respective Advance inserted by the Borrower in Part i and the "Total
Amount of Principal to 3e Paid" for such Advance inserted by the Borrower inPart 2.
15¡:or each Advance, insertt;he particu.lar ç¡"léndard.AU' that: the Borrower selec':s
to be the date on which therest)ective Advane is to 1I.ature after the
refinancing. . This date maybeeitber the saniematu:j,ty date that was in effect
for the l:es.pecti,veAdvanc:e immediately beforei:he reU;nancing or a new maturity
dai:e. ,t i;he Borroweiseleccli i(newmati.rity date fo:i the respective Advance.t:h.i$ da"e tal mtun:be t:he last day of a calendar quarter. (bl may not be later
tha the "F'in¿:L Mat-uri tyDate II spec
if ied on page i of the Note. and (c) may noi:
be less thanone.completiecalendar quarter from the effect:ve date of there f inanc ing .
i.Sialec:tl of the iøUø.w1.rig3 niethøds. fØt' the r.e¡)a)'ent: of principal for an
Advance.~ if tbeMaturity ~tl !ie:leeted for sucl Advance will occur on or
.~the "Fii:,sl: £irincipal pa.~.ntDate"speCified on
page i of the Note. The 3
methods fat" tne ~ep.aymentof priric:.:ip~lt"ei t.he"equal principal installments"method (IIP"i,the"graduated pdiic:1pal 1nst.llp¡nts. ¡nthod ("Gil), and the "lev'el
d.ie se:riceiilll!cnød ("L"). Insert in
the 1;oK the letter-symol for the
particular principal repayment method selected.
l7Elect 1 of the following 2 types of pt'e,pil)'ent/retiililciiiC3 privileges for an
Advance onlY if the new Maturity Date seleCted i~r SUchAdance will occur on O£
after the fifth anniversary of the effectivei.teof cehisMåturity Extension.
The 2 types of prepayment/refinancing privilege are: che "market value premium
(or discount.) " privilege ("M") and a "fixed premium" privilege ("F"ì. Insert in
the box the letter-symol for the particular type of prepayment/refinancing
privile.;e elected.
"'-etect 1 öftñ.f~li.oWing .~..nQ~Cllil period ope
ions fo~~ an Advance Q! if a
"uie4premi.ill"priv:ilege is electedaaeiie pre:Pilyment/refinancing privilege for
such Advance. '1lie 2 no. call periød ~ptions are: yè$ L"Y"), if the B0l.r~ia)¡
e.ècts t~ haveCbe fixed Pre,iiiuiprepa~ientlre:fi~ëlei19 pdytl~e:iiic:lutle .a
s.rear periødc1lidJ1wb.chthe ÅÂv~cewUlnotb. eli.gl~lefør:prepayient ..~r.
rèfinèUcin9. and nG ("Nil), if the
Bo:rower eleetstP. have the fl~e(l .pl:emJ.um
prepayment/refinancing privUl!e_l.ncl\l4eany euen II S-ye",r no..eaUpert¡:.
Insert in the box the lettlJ:.~yil for the paj:l:iQll'IH:' no..c:a1l peit;øcoptlonelected.
USelect
premium"
Advance.
1 of the following 3 premium options for an Advance only if a "fixed
privilege is elected as the prepayment/refinancing privilege for such
The 3 premium options are: a 10% premium declining over 10 years ("X"ì,
REFINANCING ELECTION NOTICE - page 5
(10 _ 0 i) RUS
a 5% premium declining over 5 years ("V") i and.par (no premium) ("?"). Insert in
the box the letter-symol for the particular premium option selected.
REFINANCING ELECTION NOTICE ~ page 6
C10-01)
Part 1:
rFS
ADVANCEIDmifIQ
Part 2:
FFB
ADVANCE
IDENIFIER
Part 3:
APPENDIX 1
TO
REFINANCING ELECTION NOTICE
(for identifying additional Advances
that the Borrower elects to refinance)
RUS
ACCOUN
NUER
ORIGINAL
ADVANCE
DATE
PRINCIPAL
INSTALLMENT
DUE
$
$
$
FFB
ADVANCE
IDENIFIER
AMOUN OF
PRINCIPAL
TO BE
REFINANCED
$
$
$
NE
MATURITY
DATE
ORIGINAL
ADVANCE
AMOUN
$
s
$
OUTSTANING
PRINCIPAL
AMOUN
$
$
$
RUS
PREMIUM
OPTION
o
o
o
REFINANCING ELECTION NOTICE - APPENIX 1
ADDITIONAL
PRINCIPAL
PAYMNT
$
$
$
$
$
$
PRINCIPAL
REPAYMNT
METHOD
TYPE OF
PREPAY'T!
REFINAN'G
PRIVILEGE
o
o
o
o
o
o
PRINCIPAL
AMOUN TO
BE PAID
S-YEA
NO-CALL
PERIOD
o
o
o
RUS
ANEX 0-2
TO
NEW LOAN NOTE
FORM
OF
REFINANCING ELECTION NOTICE
(RUS APPROVAL REQUIRED)
(10-0i)Rt1S
REFINANCING ELECTION NOTICE
(RUS APPROVAL REQUIRED)
",,,,,* **"'*'" *** ** ******* * * *...***.. ***",... .fl*** *** ** ***** * .******* ..**...
f)lREcrAL ÇJUESON ON HOW 1'0 COM/PJ.El' THIS FORM TO THE A,SSI(¡EQ CONtAC'OFFlCE FOR
11E80RJOWE:
FlJrlltcIRC Bl1trfl:PowrSupi)' Divisin, RUS - telene no..: (202) n()36
Norrm Re¡ioøa Divison. RUS-re~ no.:t2) 12~l420
SourReióøa Div,isÌ(, RUS,;" reno,; (202) 72M1848
Fi,1' 1'elepbøllt80l'ro;Noidi A: RUS - _hoøeno.:(2) 6973
SOeai Area. -RUS -rêlêPoJt no.: . (2) 1204715
NOìtwes Are.RUS -IdJi no. :(202) 120- um
SGWêsi Ari R.US ..reho 110~ :(2i12~080O:
WHENC(MPLeD. DEf 1'HfSCWG1Nìl FORM IJ A.TtFt N)f).fO/i11ECQNtA.C1 OFFI(:.
INDICATE BEUJW:
USDA '" R.ura UtitiSeiCe
Før Electri Bo~: Ste lMiS. PQ~ SupplyÐiViiiSlO 156. Nonb Jtoøa Division
StØP 1567. Søii R.ion DÎvÎ$ioD
For Telephone BorraWn(f. Stp i~, Nortt AreaSlop tS96"Søli Am
Ste 1.55, NortweAta
SlOp l'91"Soufhwest Aí
l4Ðllø.~~_.S .w.
WasJ:gcø. D.C. 20251)
*..* **. ** * .**. ** *. ..*..*.*.. **. * *.************** *** ******* ***** **
....'CT"T'I"'T,.T't~ 'RT.~~'tON NOTICE CRUS APPROVAL REQ'D) - pa.ge:J
R'US
(10 - 01)
REFINANCING ELECTION NOTICE
Manager
Federal Financing Bank
Reference is made to the following-described Future Advance
Promissory Note (the "Note") payable to the Federal Financing
Bank ("FFB"), which is guaranteed by the Rural Utilities Service
("RUS") :
Name of Borrower (the "Borrower"):
1
2
FFB Note Identifier:
Part 1:
Notice is hereby given to FFB (and RUS) of the Borrower i s
election to refinance the outstanding principal amount of each of
the advances of funds ("Advances ") identified in this Part i:
FFB
ADVANCE
IDENTIFIER3
RUS
ACCOUN
NUER'
ORIGINAL
ADVANCE
DATEs
ORIGINAL
ADVANCE
AMOUN'
OUTSTANING
PRINCIPAL
AMOUN'
$$
$$
$$
Part 2:
The Borrower intends to refinance the outstanding principal
amount of each of the Advances identified in Part i on the
following date (such date being the II Intended Refinancing Datell) :
.
D~~T~a~rT~G ELECTION NOTICE (RUS APPROVAL REQ'D) - page 2
RUS(10-01)
For each of the Advances identified in Part 1, the Borrower
intenàs to pay on the Intended Refinancing Date the following
amount of principal:
FFS
ADVANE
I,'INIFI01
PRINCIPU
INSTALLM
mmi.o
OPTIONA
AJPITIONA
PRINCIPAL2ADtll
'lO'AL
AlO~ 01'
PRXNCIPAL
TO BI:e~Du
$$$
$
$
$$
s $
2att :3:
Notice is hereby given to FFB (and RUS) of the Borrower i s
election that each of the Advances identified in Part 1 is to berefinanced as fallows:
I'D
ADVANCE:
IPW:tpJ:E1§i.i
AMO'tOF
PRXNCIPAL
TO $ERltPfC:ç".
NB
M''JTY
ag"S
PRINCIPALaEPA'1
JlitQPlI
TYPE OF
PREPAYIT/
REF:INAN'G
PRIV:ILEGE11
S-YE
NO-CAL PREMIUM
PER:IOpu OPTION19
$0 0 0 0
$0 0 0 0
$0 0 0 0
REFINANCING ELECTION NOTICE (RUS AFPROVAL REQ' P) - page 3
(10..01)RO'S
'1he undet'slgned hereby eertifies thattneauthorit"y of the
undersignedto execl;tearrd d,eliverl:his Refinancing Electiòn
Notice on behalf of the BOirrower is valid, and, in: f.al.¡ force and
effect on the date hereof,
(Nameof BO:r1:owei:)
By:
Name:
Title:
Date:
NOTICE OF ROB APPROVAL OF
REFINACING ELECTION NOTICE
Notice. is hereby-given to I"FBthatthepreceding. Refinancing
Election Notice made by the Bor;ower identified therein has been.
approved by flUS for purpøsesof the NØte ident:.ìfieCl therein.
ADINISTRTOR of the .
flUR UTILITIES SERVICE,.acting through h.ìs. or her
duly aut:horizeddesignee.
By:
Name:
Title:
Dåte:
RlINA1I'NG miirmoN l'O'lICB ,.'Os DPloV'AL Rq.'Ð) -paS" 4
(10-01)RUS
INSTRUCTIONS
linsert the corporate name of the Borrower. If the corporate name of the
Borrower at the time of this Advance is different from the corporate name that
appears on page i of the Note, add "( formerly ) ". and insert in
this second blank the corporate name of the Borrower as it appears on page : of
the Note.
3rnsert the "FFB Note Identifier" that FFS assigned to the Note (as provi.ded in
the Agreement) .
lComplete i li~e in Part 1 for eaçh Advance that the Borrower intends to
refinance. For each Advance, insert the "FFB Identifier" for the respective
Advance as specified in the most recent billing notice delivered by RUS to the
Borrower.
'For each Advance, insert the "RUS Account Number" for the respective Advance as
specified in the most recent billing notice delivered by RUB to the Borrower.
5Por each Advance, insert the date on which FFB made the respective Advance to
che Borrower.
"For each Advance, insert the original principal amount of the respective Advance
that FFB made to the Borrower (or that the Borrower assumed) .
?For each Advance, i.nsert the "Outstanding Principal Amount" of the respective
Advance as ~f the day before the Intended Refinancing Dace (i. e., the outstanding
principal amount of such Advance before the Borrower pays the "Principal
Installment Due" for such Advance inserted by the Borrower in Part 2.
8Insert the particular calendar date that the Borrower selects to be the dace on
which the Borrower intends to refinance the Aàvances specified in Part i. This
date (a) must be the last day of a calendar quarter, and (bl with respect to any
Advance for which the Borrower has selected a fixed premium prepayment I .
refinancing privilege that includes a 5-year period during which such Advance
shall not be eligible for any prepayment or refinancing, may not be a date that
will occur before the expiration of such 5-year no-call period.
'Complete i line in Part 2 for each Advance identified in Part 1.
lOFor each Advance. insert the "Principal Installment Due" for the respective
Advance on the Intended Refinancing Date as specified in the most recent billing
notice delivered by RUS to the Borrower.
llThe Borrower has the option of making an additional payment of pri:icipal on the
Intended Refinancing Date without any additional premium being charged for such
additional payment of principal. For each Advance, insert the amount of any
optional additional principal payment that will be paid on the IntendedRefinancing Date.
l3For each Advance, insert the total amount of principal that will be paid on the
Intended Refinancing Date. That amount must be equal to the ~ of the
"Principal Installment Due" for the respective Advance inserted by the Borrower
in Part 2 and any amount inserted by the Borrower as an "Optional Additional
Principal Payment."
13Comp1ete 1 line in Part 3 for each Advance.
l'For each Advance, in~ert the amount of principal that is to be refinanced.
That amount must equal the difference between the "Outstanding Principal Amount"
for the respective Advance inserted by the Borrower in Part 1 and the "Total
Amunt of Principal to Be Paid" for such Advance inserted by the Borrower inPart 2.
REFINANCING ELECTION NOTICE (RUS APPROVAL REQ'D) - page 5
(10-01)RUS
lSFor each Advance, insert che particular calendar date chat the Borrower select:s
to be the date on which the respective Advance is to mature after the
refinancing. This date may be either the same maturity date that was in effect
for the respective Advance immediately before the refinancing or a new maturity
date. If the Borrower selects a new maturity date for the respective Advance,
this date (a) must be the last day of a calendar quarter, (b) may not be later
than the "Final Maturity Date" specified on page i of the Note, and (c) may not
be less than one complete calendar quarter from the effective date of the
ref inanc ing .
l'Select 1 of the following 3 methods for the repayment of principal for an
Advance onlv if the Maturity Date selected for such Advance will occur ~
after the "¡¡irst Principal Payment Date" specified on page 1 of the Note. The 3
methods for the repayment of principal are: the "equal principal installments"
method i:" P"), the "graduated principal installments" method ("G"), and the "level
debt service" method ("L"). Insert in the box the lette:i-symol for the
particular principal repayment method selected.
17Elect 1 of the following 2 types of prepayment/refinancing privileges for an
Advance only if the new Maturity Date selected for such Advance will occur ~
~ the fifth anniversary of the effective date of .this Maturity Extension.
The 2 types of prepayment/refinancing privilege are: the "market value premium
(or discount)" privilege ("M") and a "fixeà premium" privilege ("F"). Inser!: in
the box the letter-symol for the particular type of prepayment/refinancing
privilege elected.
lSElect 1 of the following 2 no-call period options for an Advance only if a
"fixed premium" privilege is elected as the prepayment/refinancing privilege forsuch Advãnce. The 2 no-call period options are: yes ("Y") J if the Borrower
elects co have the fixed premium prepayment/refinancing privilege include a
5-year peri~d during which the Advance will not be eligible for prepayment or
refinancing, and no (liNn), if the Borrower elects to have the fixed premium
prepayment/refinancing privilege not include any such a 5-year no-call period.
Insert in the box the letter-symol for the particular no-call period optionelected.
uSelecc 1 of the following 3 premium options for an Advance only if a "fixed
premium" privilege is elected as the prepayment/refinancing privilege for such
Advance. The 3 premium options are, a 10% premium declining over 10 years ("X"),
a 5% premium declining over 5 years ("Vii) , and par (no premium) ("P"). Insert in
the box the letter-symol for the particular premium option selected.
REFINANCING ELECTION NOTICE (RUS APPROVAL REQI D) ~ page 6
(10-01)
Part 1:
FFB
ADVANCE
IDENTIFIER
Part 2:
FFB
ADVANCE
IDENTIFIER
Part 3:
APPENIX 1
TO
REFINANCING ELECTION NOTICE
(for identifying additional Advances
that the Borrower elects to refinance)
RlJS
ACCOUN
NUER
ORIGINAL
ADVANCE
DATE
PRINCIPAL
INSTALLMEN
DUE
ORIGINAL
ADVANCE
AMOUN
$
s
$
ADDITIONAL
PRINCIPAL
PAYMNT
s
$
$
$
$
$
s
OlJSTANING
PRINCIPAL
AMOlJ
$
$
$
R1JS
s
PRINCIPAL
AMOUN TO
BE PAID
FFB
ADVANCE
IDENTIFIER
AMOUN OF
PRINCIPAL
TO BE
REFINANCED
NEW PRINCIPAL
MATURITY REPAYMNT
DATE METHOD
$o
o
o
$
$
TYPE OF
PREPAYIT/
REFINAN'G
PRIVILEGE
o
o
o
s
s-~
NO-CALL
PIRÔp
o
o
o
,PREMIUM
OPTION
o
o
o
REFINANCING ELECTION NOTICE - APPENDIX 1
RUS PfGJeçt Designtion:
Idaho 504 - L9
LOAN AGRE
dateda's of Ocober 26,2011
beeen
ALION TELEHONE COMPANY
and
THE UNITED STATE OF AMERICA
UNITED STATES DEPARTMEN OF AGRICULTURE
. RUR U1 SERViCE
EXHIBIT
l c
LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement,") dated as of October 26, 2011 is between
ALBION TELEPHONE COMPANY (hereinafter the "Borrower,") a corporation organized and existing
under the laws of Idaho, and the UNITED STATES OF AMERICA, (hereinafter
the "Government") acting through the Administrator of the Rural Utilties Service ("RUS.")
The Borrower has applied to RUS, requesting financial assistance (hereinafter the
"Application") to provide telecommunications and/or broadband services in rural areas.
RUS is wiling to extend financial assistance, in the form of loans or loan guarantees to the
Borrower, pursuant to the Rural Electrification Act of 1936 (7 U.S.C. 901 et seq.)(the "Act,") and all
applicable federal regulations, on the terms and conditions stated herein.
THEREFORE, in consideration of the promises and mutual covenants herein contained, the
parties agree and bind themselves as follows:
ARTICLE I - DEFINmONS
The terms defined herein include both the plural and the singular. Unless otherwise
specifically provided, all accunting terms not otherwse defined herein shall have the meanings assigned
to them, and all determinations and computations herein provided for shall be made in accordance with
Accounting Requirements.
"Accounting Requirements" shall mean the system of accounting prescribed by RUS in RUS
Regulations.
"Advance" or "Advances" shall mean an advance or advances made or approved by RUS
under its respective Note(s).
"Affiiate" or "Affiliated Company" of any specified person or entity means any other person
or entity directly or indirectly controllng of, controlled by, under direct or indirect common control with,
or related to, such specified person or entity. For the purpose of this definition, "control" of any specified
person or entity means the power to direct the management and policies of such specified person or entity,
directly or indirectly, whether through the ownership of stock, by contract, or otherwse.
"Application" shall have the meaning as defined above in the second paragraph hereof.
"Broadband Loan" shall mean the broadband loan described in Section 3.1.
"Broadband Loan Expiration Date" shall have the meaning as defined in Paragraph (a)(ii) of
Section 3.1.
"Business Day" shall mean any day that RUS and the Department of Treasury are both open
for business.
"Construction Fund Account" shall have the meaning as defined in Paragraph (d) of Section
5.4.
"Distributions" shall have the meaning as defined in Section 6.9.
"Event of Default" shall have the meaning as defined in Article VII.
"Interest Expense" shall have the meaning as defined in Attachment 3.
Page 2
"Laws" shall have the meaning as defined in paragraph (e) of Article II.
"Loan(s)" shall mean, collectively, the loans described in Section 3.1.
"Loan Documents" shall mean, collectively, this Agreement, Security Documents, and the
Note(s).
"Material Adverse Effect" shall mean a material adverse effect on, or change in, the
condition, financial or otherwise, operations, properties, business or prospects of the Borrower or on the
ability of the Borrower to perform its obligations under the Loan Documents as determined by RUS .
"Net Income" or "Net Margins" shall have the meaning as defined in Attachment 3.
"Net Worth" shall have the meaning as defined in Attachment 3.
"Note(s)" shall have the meaning as defined in Paragraph (a) of Section 3.2.
"Permitted Encumbrances" shall have the meaning as defined in the Security Documents.
"Pledged Deposit Account" shall have the meaning as defined in Section 5.4.
"Prior Telephone Loan Contracts" shall mean all telephone loan agreements previously
entered into by RUS and the Borrower.
"Project" shall have the meaning as defined in Paragraph (a) of Section 3.4.
"RUS Re$ulationS"sbaUmea thø rules, regulations and buetinsofgenera applicailiy
Piibli$ied. by . RUS . frm tim to . tini,as sucb . . rules regW_tionsand buUelins exist at tl1e diue of
appli~bilitY thereof. and shall also include any rue and relatioR$of othr Fe(enil entities whièh RUS is
reqd bylliw tn i~plement. Any reference to speific RUSRe3Ulatio:is shall ~ea the versÎonof and
(rtetoSl.Ch regulation efftive atîli dateofåwücaility thetéóL
"Security Documents" shall mean, collectively, any mortgage, security agreement, financing
statement, deposit account control agreement or other document providing collateral for the Loan(s).
"Subsidiaries" shall mean the subsidiares listed in Schedule I.
"Telecommunications Loan" shall mean the telecommunications loan described in Section
3.1.
"Telecommunications Loan Expiration Date" shall have the meaning as defined in Paragraph
(b)(ii) of Section 3.1.
"Telecommunications Loan Guarantee" shall mean the telecommunications loan guarantee
described in Section 3.1.
"TIER" shall mean the Borrower's total Net Income or Net Margins plus Interest Expense
payable for such year divided by Interest Expense payable for such year, as determined in Schedule 1
hereto.
"TIER Commencement Date" shall have the meaning as defined in Section 5.12.
"Total Assets" shall have the meaning as defined in Attachment 3.
Page 3
ARTICLE ii - REPRESENTATIONS AND WARRANTIES
Recognizing that RUS is relying hereon, the Borrower represents and warrants, as of the date
of this Agreement, the following:
(a) Organization; Power, Etc The Borrower: (i) is the type of organization specified in
the first paragraph hereof, duly organized, validly existing, and in good standing
under the laws of the State identified in the first paragraph hereof; (ii) is duly
qualiied to do business and is in good standing in each jurisdiction in which the
transaction of its business make such qualiication necessary; (ii) has legal power to
own and operate its assets and to carry on its business and to enter into and perform
its obligations under the Loan Documents; (iv) has duly and lawfully obtained and
maintained all material licenses, certificates, permits, authorizations, and approvals
necessary to conduct its business or requiTed by applicable Laws; and (v) is eligible
to obtain the financial assistance from RUS contemplated by this Agreement.
(b) Authority. The execution, delivery and performance by the Borrower of thisAgreement and the other Loan Documents and the performance of the transactions
contemplated hereby and thereby have been duly authorized by all necessary actions
and do not violate any provision of law or any charter, articles of incorporation,
organization documents or bylaws of the Borrower or result in a breach of, or
constitute a default under, any agreement, security agreement, note or other
instrument to which the Borrower is a party or by which it may be bound. The
Borrower has not received any notice from any other party to any of the foregoing
that a default has occurred or that any event or condition exists that with the giving
of notice or lapse of time or both would constitute such a default.
(c) Consents. No consent, approval, authorization, order, fiing, qualification, license, or
permit of any governmental authority is necessary in connection with the execution,
delivery, performance, or enforcement of the Loan Documents, except such as have
been obtained and are in full force and effect.
(d) Binding Agreement. Each of the Loan Documents is, or when executed and
delivered wil be, the legal, valid, and binding obligation of the Borrower,
enforceable in accordance with its terms, subject only to limitations on enforceabilty
imposed in equity or by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally.
(e) Compliance with Laws. The Borrower is in compliance in all material respects with
all federal, state and local laws, rules, regulations, ordinances, codes and orders
(collectively, "Laws.")
(t) Litigation. There are no pending or threatened legal, arbitration or governmental
actions or proceedings to which the Borrower is a party or to which any of Ils
property is subject which, if adversely determined, could have a Material Adverse
Effect.
(g) Information Submitted with Application. All information, reports, and other
documents and data submitted to RUS in connection with the Application were, at
the time ihe same were furnished, complete, and correct in all material respects. Any
financial statements or data submitted to RUS in connection with the Application
present fairly, in all material respects, the financial position of the Borrower and the
results of its operations in conformity with Accounting Requirements. Since the date
thereof, there has been no material adverse change in the financial condition or
operations of the Borrower.
Page 4
(h) Location of Properties. All real property an'd interests therein of the Borrower are
located in the states, counties, or parishes identified in the Security Documents.
(i) PrincipaL Place of Business. The principal place of business and chief executive
office of the Borrower is at the address of the Borrower specified in Schedule 1
hereto.
(j Organization Number. The Borrower's organization number is correctly identified
in Schedule 1 hereto.
(k) Subsidiaries and Parent. Any subsidiaries or parent of the Borrower are disclosed
on the attached Schedule 1.
(I) Defaults Under Other Agreements. No default by the Borrower has occurred under
any agreement or instrument to which the Borrower is a party, or to which any of its
property is subject, that could have a Material Advers Effect.
(m) Title to Property. Except as disclosed in writing in the opinion of counsel, theBorrower holds good and marketable tite to all of the collateral securing the
Loan(s), free and clear of any liens, security interests, or other encumbrances except
for Permitted Encumbrances.
ARTICLE II-THE LOANS
Section 3.1 Loans
(a) Broadband Loan. RUS agrees to make and the Borrower agrees to accept, on the
terms and conditions stated in this Agreement, a Broadband Loan, in the amount
specified in Schedule 1 hereto. .
(i) Interest Rate. The portion of the Broadband Loan specified in Schedule 1
hereto wil bear interest at the comparable Treasury rate for comparable
maturities, as determined by RUS, and the portion of the Loan specified in
Schedule 1 hereto will bear interest at the rate of four percent (4%) per
annum.
(ü) Broadband Loan Expiration Date. The obligation of RUS to advance the
Broadband Loan or any portion thereof shall expire on a date ("Broadband
Loan Expiration Date") five years from the date of the Note(s). No portion
of the Broadband Loan will be advanced by RUS to the Borrower after the
Broadband Loan Expiration Date.
(b) TeLecommunications Loan. RUS agrees to make and the Borrower agrees to accept,
on the terms and conditions stated in this Agreement, a Telecommunications Loan,
in the amount specified in Schedule 1 hereto.
(i) Interest Rate. The portion of the Telecommunications Loan specified in
Schedule 1 hereto will bear interest at the Cost-of-Money Interest Rate
determined by the Government pursuant to 7 U.S.c. 935(d)(2XA) of the
Act and its implementing regulations, as amended from time to time (7
C.F.R. 1735.31(c)) and the portion of the Telecommunications Loan
specified in Schedule 1 hereto will bear interest at the rate of five percent
(5%) per annum.
PageS
(ii) Telecommunications Loan Expiration Date. The obligation of RUS to
advance the Telecommunications Loan or any portion thereof shall expire
on a date ("Telecommunications Loan Expiration Date") five (5) years from
the date of the Note(s). No porton of the Telecommunications Loan wil be
advanced by RUS to the Borrower after the Telecommunications Loan
Expiration Date.
(c) Telecommunications Loan Guarantee. RUS agrees to guarantee the loan identified
in Schedule 1 hereto and the Borrower agrees to accept such guarantee, on the terms
and conditions stated in this Agreement.
(i) Interest Rate. Each Advance of funds subject to the Telecommunications
Loan Guarantee shall bear interest at the rate established by FFB at the time
such Advance is made on the basis of the determination made by the
Secretary of the Treasury pursuant to 12 U.S.c. 2285(b) of the Federal
Financing Bank Act of 1973, as amended.
(ii) Telecommunications Loan Guarantee Expiration Date. The obligation ofRUS to approve requests for Advances made under the
Telecommunications Loan Guarantee or any portion thereof shall expire on
the Last Advance Date as specified in the applicable guaranteed Note.
Section 3.2 Loan Documents
(a) The debt created by the Loan(s) wil be evidenced by a note(s) ("Note(s)") executedby the Borrower and payable, as applicable, to the United States of America or, in
the case of a loan guarantee, to the guaranteed lender. The Borrower shall repay the
Loan(s) in accordance with the Note(s) which shall be payable and bear interest in
accordance with its (their) terms.
(b) The Borrower shall execute the Security Documents covering all of the Borrower's
property, in form and substance satisfactory to RUS and such other security
instruments as required by RUS.
Section 3.3 Payment
Except as otherwise prescribed by RUS, if any, the Borrower shall make all payments on the
Note(s) utilizing electronic funds transfer procedures as specified by RUS.
Section 3.4 Project
(a) Loan Purpose. The Loan has been made solely to finance the project specifically
described in the Application to furnish or improve telecommunications and/or
broadband services in rural areas (the "Project")
(b) Changes to Project. The Borrowt?r shall obtain the prior written approval of RUSregarding any material change to the scope, loan design, construction, delivery of
services, or objectives of the Project.
ARTICLE iv - CONDITIONS OF LENDING
Section 4.) General Conditons
In connection with the execution and delivery of. this Agreement, each of the following
conditions shall be satisfied (all documents, certificates, and other evidence of such conditions are to be
satisfactory to RUS in its discretion):
Page 6
(a) Legal Matters. All legal matters incident to the consummation of the transactions
hereby contemplated shall be satisfactory to counsel for RUS;
(b) Loan Documents. RUS shall receive duly executed originals of the Loan
Documents;
(c) Filed and Recorded Security Documents. RUS shall have received the followingdocuments securing the Loan(s): (i) executed, filed, and indexed financing
statements covering all of the personal property and fixtures of the Borrower and (ii)
executed, filed, and recorded counterparts of a mortgage covering all of the
Borrower's real propert;
(d) Articles of Incorporation, Charter, Bylaws, and Organizational Documents. Withrespect to corporate and cooperative Borrowers, RUS shall have received copies of
the Borrower's articles of incorporation, charter, and bylaws. With respect to limited
liabilty companies or similar organizations, RUS shall have received copies of the
Borrower's organizational documents containing provisions reflecting the
obligations of the Borrower in paragraphs (c) and (d) of Section 6.3.
(e) Authorizations. RUS shall have received satisfactory evidence that all LoanDocuments and proceedings of the Borrower necessary for duly authorizing the
execution, delivery, and performance of the Loan Documents have been obtained
and are in full force and effect;
(1) Approvals. RUS shall have received satisfactory evidence that the Borrower has
duly registered as required by law with all state, federal, and other public authorities
and regulatory bodies and has obtained all authorizations, certificates, permits,
licenses, franchises and approvals necessary for, or required as a condition of, the
validity and enforceability of each of the Loan Documents and for the construction
and operation of the Project;
(g) Title Evidence. RUS shall have received satisfactory evidence that the Borrower has
good and inrketable title to its property, including the Project, and holds. such
franchises, permits, leases, easements, rights, privileges, licenses, or right-of-way
instruments, reasonably adequate in form and substance, as may be required by law
for the continued maintenance and operation of its existing facilties and the Project;
(h) TlIi/ Ev;de"ce~ . lUJSshall. reive evdence .ooin . eaêJi Børtbel. With ratêS
imPQse by.~..th it has dulyadopted.a tariff. whch(l)wiU provide ifor such
gradn Qltelephne service as RUS may JWtove¡ (2)døenoi itiludemilelgeOr
iønecharges pnllY telephone scrvceprvided by the Projec. and (3)isdØ$pd
with a view to (i) paying and dishargig. aU taxes mantenance eXp~and
nperatin¡ lXpenSn of th Borrwer's sytem. (ii)maingaUpa)'cntsinreplqf
principidand in~nt() ihe Note(s) when and as the sa shall beme due, (ii)
providig iind inntaining reasonable worlin.capltiÙ()f tlcBón'wtr, Ilnd (N)
produdngan¡ maintang the TIER, speifed in SChedule 1 hereto;
(i) Broadband Rate Evidence. For Broadband loans, RUS shall receive evidence thatthe Borrower has duly adopted rates which are designed with a view to (i) paying
and discharging all taxes, mainreancee~andppørating expenses of the
Borrower's system, (ii) makallpal'rn in re'Spl .01 pricipal and interest on
the Note( s) when and as. th sae $hltleeme due, (iii) prøviding and main taining
reasonable working capitàt of .thBbrrer,lid (iv)próâueng aJK maintaining the
TIER, specified in Schedule 1 hereto.
Page 7
G) Opinion of Counsel. RUS shall receive an opinion of counsel for the Borrower
(who shall be acceptable to RUS) in form and content acceptable to RUS;
Section 4.2 Conditions to Advances
The obligations of RUS to make any Advances under its Loan(s) or approve any requests for
Advances under its Loan Guarantee(s) are subject to the satisfaction of each of the following conditions
precedent on or before the date of such Advance (all documents, certificates and other evidence of such
conditions precedent are to be satisfactory to RUS in its discretion):
(a) Continuing Representations and Warranties. That the representations and warranties
of the Borrower contained in this Agreement be true and correct on and as of the date
of such Advance as though made on and as of such date;
(b) Material Adverse Effect. That no event has occurred which has had or could have a
Material Adverse Effect;
(c) Event of DefauLt. That no Event of Default and no event which with the passage of
time or giving of notice, or both, would constitute an Event of Default shall have
occurred and be continuing, or shall have occurred after giving effect to such
Advance on the books of the Borrower;
(d) Requisitions and Supporting Documentation
(1) Broadband Loans. That RUS shall have received a requisition forBroadband loan funds, not more frequently than once a month, and
supporting documentation from the Borrower in accordance with Rural
Utilities Service RUS Bulletin 1738-2, RuraL Broadband Access Loan and
Loan Guarantee Advance and Construction Procedures Guide, as amended
and supplemented from time to time (hereinafter "RUS Bulletin 1738-2,")
attached hereto as Attachment 1 or available ai http://www.usda.gov/
rus/telecoi:/broadband/rus-bulletin-1738-web2-6-03 .doc;
(2) Telecommunications Loan and Loan Guarantee. That RUS shall have
received a requisition for Telecommunications Loan funds and Loan
Guarantee funds not more frequently than once a month, and supporting
documentation from the Borrower in accordance with RUS Regulations;
(e)Flood Insurance. That for any Advance used in whole or in part to finance the
conslrctionor acquisition of any biidin$ iii any are identifle( 1'y tbe~at" of
Housin and Urban Development pursuant tø the Floø p¡sater Pratet1on¡.f of
1913 .(t1e "Flood Insurance Aetior any ful~. reguatRllor ar4en isSl. to
implement the; FloooInsutnoe Act asanyafllå ha~gs~cia fl~d. hllA or tt
'financeanyfàcilities ot materials to beJOØte( it ny s~h ~i.i(lj~orùt lIny
buüdingownedor.øcpied by the BOrtowerand lQCled in 's\lçba tl.~ are~
iheBorrwershal nivßsubmitted md.nc. in foan nd subsiince satiaçtr)'ta
RUS or RUS has otherwise determined, that (i) the community in which such area is
located is then participating in the national flood insurance program, as required by
the Flood Insurance Act and any related regulations, and (ii) the Borrower has
obtained flood insurance coverage with respect to such building and contents as may
then be required pursuant to the Flood Insurance Act and any related regulations;
(t)Current Finàncitl Ilitl'tiøn Mil CertifieationQf Alltborit.1'hat RUS has
received frotn.t1e Bortd\\(I) its current, updated~ançe ,liheLstatementof cash
flow, and income statemen .'im.(ij) a duly authoriia"de"ecute(c~fieation,
Form 675, "certfication of Aurity," designatinglUofflcef. empll)y~,or agent of
Page 8
the Borrower as the person or persons authorized to execute and submit, on behalf of
the Borrower, REA Form 481, "Financial Requirement Statement;"
(g) Fidelity Bond or 'thef lnsu¥/lflce Coverage. That RUS has received from the
Borrower, except BorrowerS whicllate units of government, evidence, that the
Borrower has obtain fidelity bond 0r theft insurance coverage in accordance with
RUS Regulations;
(h) Pledged Deposit Account. That, in connection with Broadband Loans (or withrespect to Telecommunications Loans and Loan Guarantees when required on
Schedule 1, or otherwise directed in writing by RUS), the Borrower has opened a
Pledged Deposit Account under terms satisfactory to RUS;
(i) Compliance with Deposit Requirements for Broadband Loans. That, in connectionwith Broadband Loans, RUS has received from the Borrower, evidenèe that the
Borrower has maintained on deposit in account, funds in the amount specified in
Schedule 1 to cover operating expenses, in accordance with 7 C.F.R. Section
1738.20(b), and has provided RUS with an advance sche'dule for such funds;
G) Compliance with Loan Documents. That the Borrower is in material compliance
with the Loan Documents;
(k) RUS Loan Guarantee Requirements. In connection with the Telecommunications
Loan Guarantee:
(1) That RUS and the FFB have entered into a contract and that the FFB hasagreed to make the loan to the Borrower, which wil be guaranteed by RUS;
(2) That RUS has received evidence that any conditions in, the contract referred
to above in subparagraph (1) have been satisfied; and
(3) That RUS has received a promissory note payable to FFB in the amount to
be guaranteed by RUS and a reimbursement note payable to the order of the
Government, both duly authorized, executed and delivered by the Borrower,
within the time period prescribed by RUS;
(1) Additional Documents. The Borrower agrees to provide RUS with such
additional '
documents as RUS may request; and
(m) Additional Conditions. The Borrower has met all additional conditions specified in
Schedule 1 hereto.
Section 4.3 First Aclvançe to Pay Otlntêm Costditn Finaniii; Ietrdi!, onSplguent
Advances
Loan funds to payoff RUS approved interim construction financing, if any, wil be included
in the first loan advance. Thereafter no further advances will be made unless and until the Borrower has
furnished evidence, in form and content satisfactory to RUS, that such interim construction financing has
been paid in full and any associated liens have been duly discharged from record.
ARTICLE V - AFFIRMATIVE COVENANTS
Section 5.1 Generally
Page 9
Unless otherwise agreed to in wrting by RUS, while this Agreement is in effect, the Borrower
shall duly observe each of the affirmative covenants contained in this Aricle V.
Section 5.2 Use of Advances
The Borrower shall apply the proceeds of Advances in accordance with its Application with
such modifications as may be mutually agreed to in writing by RUS and the Borrower.
Section 5.3 Unused and Disallowed Advances
(a) The Borrower shall return forthwith to RUS any and all advanced portions of the
Loan(s) or Loan Guarantee(s) not disbursed by the Borrower for the Project or not
needed to complete the Project with any interest earned thereon when deposited in
the Pledged Deposit Acount or other account approved by RUS.
(b) The Borrower shall reimburse RUS for any advanced funds whose original
expenditure has been disallowed by a RUS loan audit. Disallowances shall be
satisfied, as directed by RUS, by either administrative offset against requests for
Advances or repaying the disalowed amount directly to the United States Treasury.
Such disallowed amounts shall accrue interest payable to RUS from the date RUS
delivers to the Borrower a written demand for payment. Interest shall accrue at the
lesser of the following: the interest rate of the disallowed Advance or the then
current United States Treasury rate as prescribed by the Secretary of the Treasury in
the Federal Register and the Treasury Fiscal Requirements Manual Bulletin.
Closeout of the Loan wil not affect such right to disallow expenditures and recover,
in full, any amount on the basis of a subsequent audit, or other review or the
Borrower's obligation to return any disallowed expenditures.
Section 5.4 Deposit of AdvllJlÇt into Pledge Depot AÇÇtaml CoctlonFim A"ount
(a) Broadband Loans. The Borrower of Broadband Loans shall open and maintain adeposit account pledged to RUS ("Pledged Deposit Account,") in a bank or
depository whose deposits are insured by the Federal Deposit Insurance Corpor-tion
or other federal agency acceptable to RUS and shall be designated by the RUS name
of the Borrower followed by the words "Pledged Deposit Account." The Borrower
shall promptly deposit proceeds from all Advances of the Broadband Loan, including
previously advanced funds whose original expenditure has been disallowed by a
RUS loan audit, and other funds described on Schedule 1 hereto (hereinafter
"Additional Funds") into the Pledged Deposit Account. Moneys in the Pledged
Deposit Account shall be used solely for the purposes for which the Advance was
made, for the purposes as set forth in Schedule 1 hereto (hereinaftr "Additional
Purposes,") or for such other purposes as may be approved by RUS. Deposits and
disbursements from the Pledged Deposit Account shall be made and recorded in
accordance with Attachment 1 hereto, RUS Bulletin 1738-2, as amended and
supplemented from tie to time.
(b) Telecommunications Loans and Loan Guarantees and Bank Loans. The Borrower of
Telecommunications Loans and/or Loan Guarantees, when required on Schedule 1 or
otherwise directed in writing by RUS, shall open and maintain a deposit account
pledged to RUS for Telecommunications Loans and Loan Guarantees. Such accunt
shall be in a bank or depository whose deposits are insured by the Federal Deposit
Insurance Corporation or other federal agency acceptable to RUS, and shall be
designated by the corporate name of the Borrower followed by the words "Pledged
Deposit Account." The Borrower shall promptly deposit proceeds from Loan
Advances, including previously advanced funds whose original expenditure has been
disallowed by a RUS loan fund audit, and any Additional Funds into the Pledged
Page 10
Deposit Account. Moneys in the Pledged Deposit Account shall be used solely for
the purposes approved by RUS or other Additional Purposes and shall be withdrawn
from time to time only as permitted by RUS.
(c) First Lien on Pledged Deposit Account. The Borrower shall establish and maintain
the Pledged Deposit Account as a deposit account and perfect a first and prior lien in
such account for RUS, (pursuant to a deposit account agreement or similar
agreement or mechanism for perfecting as provided by applicable law) in form
acceptable to RUS.
(d) Construction Fund Account. The Borrower shall promptly deposit Loan Advances
not required to be deposited in a Pledged Deposit Account, including previously
advanced Loan funds whose original expenditure has been disallowed by a RUS loan
fund audit, in a bank or depository whose deposits are insured by the Federal Deposit
Insurance Corporation or other federal agency acceptable to RUS. Such account
(hereinafter called the Construction Fund Account) shall be designated by the
corporate name of the Borrower followed by the words "Construction Fund
Account." Moneys in the Construction Fund Account shall be used solely for the
purposes approved by RUS and shaII be withdrawn from time to time only as
permitted by RUS.
Section 5.5 Use of Operating Funds Required in Connection with Broadband Loans
The Borrower shall expend the operating funds required by 7 C.P.R. Section 1738.20(b), as
approved by RUS.
Section 5.6 Financial Books
The Borrower shall maintain, at its premises, such books, documents, papers, or other records
and supporting documents, including, but not limited to, invoices, receipts, and bils of sale, adequate to
identify the purposes for which and the manner in which Loan and other funds were expended on the
Project. The Borrower shall at all times keep and safely preserve proper books, records, and accounts in
which full and true entries shall be made of all dealings, business, and affairs of the Borrower and its
Subsidiaries (as listed in Schedule 1 hereto,) in accordance with any applicable Accounting Requirements.
The Borrower shall maintain copies of all documents submitted to RUS in connection with the Loan unti
the Loan has been paid in full and all audits have been completed.
Section 5.7 Rights of Inspection
The Borrower shall afford RUS, the Office of Inspector General of USDA and the General
Accounting Office, through their representatives, reasonable opportunity, at all times during business hours
and upon prior notice, to access and inspect the Project, any other property encumbered by the Security
Documents, and any and all books, records, accounts, including electronic books, records, accounts, and
electronic mail messages, regardless of the physical form or characteristics, invoices, contracts, leases,
payrolls, canceled checks, statements, other documents, and papers of every kind belonging to or in any
way pertaining to its property or business, including its Subsidiaries, if any, and to make copies or extracts
therefrom.
Section 5.8 Annual and Special Financial Reports
(a) One hundred twenty (120) days from the end of the Borrower's fiscal year in which
the first Advance is made and, thereafter, one hundred twenty (120) days from the
close of each fiscal year of the Borrower, the Borrower shall cause to be prepared
and furnished to RUS a full and complete annual report of its financial condition and
of its operations in form and substance satisfactory to RUS, and as provided in 7
C.F.R. 1773, which is audited and certified by an independent certified public
Page 11
accountant satisfactory to RUS, and accompanied by a report of such audit in form
and substance satisfactory to RUS.
,(b) The Borrower shall also furnish to RUS fifteen (15) Business Days after March 31"
of each year, and on such additional date(s) as specified in Schedule 1 (hereinafter
"Additional Reporting Dates,") or as otherwise requested in writng by RUS, balance
sheets, income statements, statements of cash flow, or such other reports concerning
the financial condition or operations of the Borrower, including its Subsidiaries, as
RUS may request or RUS Regulations require.
Section 5.9 Annual Compliance Certificate
Commencing forty-five (45) days from the date hereof, and thereafter within forty-five (45)
days after the close of each calendar year, or sooner if required in writing by RUS, the Borrower shall
deliver to RUS, a writen statement signed by its general manager, managing member, or equivalent
corporate otIicial satisfactory to RUS, stating that, during such year the Borrower has fulfiled its
obligations under the Loan Documents in all material respects or, if there has been a material default in the
fulfilment of such obligations, specifying each such default known to such official and the nature and
status thereof.
Section 5.10 Miscellaneous Reports and Notices
The Borrower shall furnish to RUS:
(a) Notice of Default. Promptly after becoming aware thereof, notice of the occurrence
of any default under the Loan Documents or the receipt of any notice with respect to
the occurrence of any event which with the giving of notice or the passage of time, or
both, could become an Event of Default hereunder or under the other Loan
Documents.
(b) Notice of Litigation. Promptly after the commencement thereof, notice of the
commencement of all actions, suits or proceedings before any court, arbitrator, or
governmental department, commission, board, bureau, agency, or instrumentality
affecting the Borrower or any Mfiiate which, if adversely determined, could have a
Material Adverse Effect on the Borrower.
(c) Regulatory and Other Notices. Promptly after receipt thereof, copies of any notices
or other communications received from any governmental authority with respect to
any matter or proceeding which could have a Material Adverse Effect on the
Borrower.
(d) Material Adverse Effect. Promptly after becoming aware thereof, notice of any
matter which has resulted or may result in a Material Adverse Effect on the
Borrower.
(e) Corporate Document Changes. Thirty (30) days prior to their effectiveness, any
amendments, supplements or modifications to the Borrower's Articles of
Incorporation, Charter, Bylaws, Operating Agreement, Members Agreements or
other Organizational Documents.
(t) Other Information. Such other information regarding the condition, financial or
otherwise, or operations of the Borrower as RUS may, from time to time, reasonably
request.
Section 5.11 Tariff and Rate Design
Page 12
(a) Tariff Requirements for Telecommunications Loan and Telecommunications Loan
Guarantee Borrowers are as follows:
(1) Regulatory Approval Necessary. If regulatory approval is required to
effectuate its telephone service tariff, the Borrower shall seek and use its
dilgent best efforts'to obtain all regulatory body approvals necessary to
place in effect and thereafter to maintain in effect a tariff for telephone
service which (A) provides for such grades of service as RUS shall approve,
(B) does not include mileage or zone charges for any telephone service
provided by the Project, and (C) is designed with a view to (1) paying and
discharging all taxes, maintenance expenses, and operating expenses of the
Borrower's system, (2) making all payments in respect of principal of and
interest on the Note(s) when and as the same shall become due, (3)
providing and maintaining reasonable working capital for the Borrower, and
(4) producing and maintaining the TIER specified on Schedule 1 hereto.
The Borrower shall place such tariff into effect as soon as permitted by
applicable laws and regulations and shall use its diligent best efforts to
obtain all necessary regulatory body approvals of such revisions of its tariff
as may be necessary from time to time to satisfy the requirements of this
provision.
(2) Regulatory Approval Not Required. If regulatory approval is not required
to effectuate its telephone service tariff, the Borrower shall design, charge
and maintain in effect a tariff for telephone service which (A) provides for
such grades of service as RUS shall approve, (B) does not include mileage
or zone charges for any telephone service provided by the Project, and (1)
pays and discharges all taxes, maintenance expenses, and operating
expenses of the Borrower's system, (2) makes all payments in respect of
principal of and interest on the Note(s) when and as the same shall become
due, (3) provides and maintains reasonable working capital for the
Borrower, and (4) produces and maintains the TIER specified on Schedule
1 hereto.
(b) Rate Requirement for Broadband Service. The Borrower shall design, charge, and
maintain in effect rates for Broadband service which (i) pay and discharge all taxes,
maintenance expenses and operating expenses of its system, (ii) make all payments
in respect of principal of and interest on the Note(s) when and as the same shall
become due, (iii) provide and maintain reasonable working capital for the Borrower,
and (iv) produce and maintain the TIER specified on Schedule 1 hereto.
Section 5.12 TIER Requirement
From the date of this Agreement until the date specited in Schedule 1, the Borrower wil
endeavor, but not be required, to maintain a TIER of at least 1.0. Thereafter, starting on the date specified
in Schedule i (hereinafter called the "TIER Commencement Date") the Borrower shall maintain the TIER
level(s) as specified in Schedule 1.
Section 5.13 Corrective Action
Within thirty (30) days of (i) sending the financial reports required by Section 5.8 hereof that
shows the TIER specified by Section 5.12 was not achieved for the reported fiscal year or (ii) being notified
by RUS that the TIER specified in Section 5.12 was not achieved for the reported fiscal year, whichever is
earlier, the Borrower, in consultation with RUS, shall provide a written plan satisfactory to RUS setting
Page 13
forth the actions that shall be taken to achieve the specified TIER on a timely' basis and shall promptly
implement said plan.
Section 5.14 Obligaons with&!çt tothe.ConstttioD. Operation ømMåi:ce of the
Project Funded by the Broadband Loan
(a) Project Management and Operation. The Borrower shall be responsible for
managing the day to day operations of the Project and wil operate the Project in an
efficient and economic manner as well as maintaining the Project in good repair.
(b) Design Standards, Construction Standards, and Lists of Materials. The Borrower
shall use design standards, construction standards, and lists of acceptable materials in
accordance with Attachment 1 hereto, RUS Bulletin 1738-2, as amended and
supplemented from time to time.
(c) Plans and Specifications. The Borrower shall submit plans and specifications for
construction to RUS for review and approval in accordance. with Attachment 1
hereto, RUS Bulletin 1738-2, as amended and supplemented from time to time.
(d) Standard Forms of Purchase Contracts, Installation Contracts, Construction
Contracts, and Engineering and Architectural Service Contracts. The Borrower
shall use the standard forms of contracts promulgated by RUS for construction,
procurement, engineering services, and architectural services in accordance with
Attachment 1 hereto, RUS Bulletin 1738-2, as amended and supplemented from
time to time, and shall submit to RUS such contracts for review and approval in
accordance with such Attachment 1.
(e) ContrilctBidiJRequ~. The Borrower shall follow RUS bidding procedures
when eætri.ciiiig for,constMltion or procurement in accordance with Attachment 1
hereto, RUS. Bullçtbi 173.8-2. as amended and supplemented from time to time.
(1) Construction in Accordance with Loan Design. The Borrower shall cause the
Project to be constructed and completed in accordance with the loan design
submitted with the Application.
(g) General Insurance Requirements. The Borrower shall take out and maintain
insurance on the Project and any other property acquired with the Loan in
accordance with 7 CFR Section 1788 as well as maintaining the fidelity bond or theft
insurance coverage required in Section 4.2 paragraph (g) hereof.
Section 5.15 ObUgatiog with Repedto the CønstrutioL OpmtillanMaut$loe of th
Prgject Funded by the TelecommpicatiDl Løanag TelemmunicatiN Lo
Guarantee
(a) Project Management and Operation. The Borrower shall be responsible formanaging the day to day operations of the Project and will operate the Project in an
efficient and economic manner as well as maintaining the Project in good repair.
(b) Design Standards, Construction Standards and List of Material. The Borrower shalluse design standards, construction standards, and lists of acceptable materials in
accordance with RUS Regulations.
(c) Plans and Specifications. The Borrower shall submit plans and specifications for
construction to RUS for review and approval in accordance with RUS Regulations.
Page 14
(d) Standard Forms of Purchase Contracts, InstaLLation Contracts, Construction
Contracts, and Engineering and Architectural Service Contracts. The Borrower
shall use the standard forms of contracts promulgated by RUS for construction,
procurement, engineering services, and architectural services in accordance with
RUS Regulations and shall submit to RUS such contracts for review and approval in
accordance with RUS Regulations.
(e) Contractsfor ToLL Traffc, Operator Assistance Services, and
Extended Area Service.
The Borrower shall submit contracts for toll traffic, operator assistance services and
contracts for extended area service to RUS for review and approval in accordance
with RUS Regulations.
(1) Contract Bidding Requirements. The Borrower shall follow RUS bidding procedureswhen contracting for construction or procurement in accordance with RUS
Regulations.
(g) Construction in Accordance with Loan Design. The Borrower shall cause the Project
to be constructed and completed in accordance with the loan design submitted with
the Application.
(h) General Insurance Requirements. The Borrower shall take out and maintain
insurance on the Project and any other property acquired with the Loan as well as
maintaining fidelity bond or theft insurance coverage in accordance with RUS
Regulations.
Section 5.16 ObUgtons AppUcale w TeleçnulUClOl Lo. aød Tekmugktlos Lo
Gurante Borrowmwith Rest w Àre Coverage pfTelplmDe Sen-iee
The Borrower shall furnish adequate telephone service to the widest practicable number of
rural users in the Borrower's telephone service area, as such area is shown on the map which is a part of the
Borrower's application for the Telecommunications Loan or Telecommunications Loan Guarantee and
which map, as revised by agreement between the Borrower and RUS, is incorporated herein by reference
thereto. In the performance of this obligation, the Borrower shall:
(a) furnish service to all applicants for telephone service included in the Project funded
by the Telecommunications Loan, or Telecommunications Loan Guarantee, without
payment by such applicants of any extra charge as a contribution to the cost of
construction of facilities to provide such se.rvice; and
(b) take all action that may be required to enable it to extend service, without payment to
the Borrower of any extra charge as a contribution to construction of facilities to
provide such service, to every unserved rural applicant for service in its telephone
service area if the cost of constructing the required line extension for such applicant
wil not exceed seven times the estimated annual local service revenues from such
applicant. Such service shall be furnished with the use of such funds as may from
time to time be available to the Borrower, either from surplus earnings, increased
equity capital, additional loans made by lenders other than the Government, or
otherwise as the Borrower may elect, pursuant to terms and conditions set forth in
the Borrower's tariff, as duly filed with or approved by regulatory bodies having
jurisdiction in the premises, or in the absence of any such regulatory body, as
adopted by the Borrower; provided that the Borrower shall not fie with or submit for
approval of appropriate regulatory bodies or adopt any proposed tariff, or continue in
effect any existing tariff not required to be continued by any regulatory body, unless
under such tariff the Borrower will be obligated to serve unserved rural applicats as
provided herein.
Page 15
Section 5.17 Preservation of Existence and Rights
The Borrower shall, until the Loan is repaid in full, take or cause to be taken all such actions
as from time to time may be necessary to preserve its existence and to preserve and renew all franchises,
contracts, rights of way, easements, permits, and licenses now or hereafter to be granted or conferred upon
it, with respect to the Project, the loss of which would have a Material Adverse Effect on the Borrower.
Section 5.18 Compliance with Laws
The Borrower shall operate and maintain the Project and its properties in compliance in all
material respects with all applicable Laws.
Section 5.19 Nondiscrimination
(a) Equal Opportimity Provisions in Construction Contracts. The Borrower shall
incorporate or cause to be incorporated into any construction contract, as defined in
Executive Order 11246 of September 24, 1965 and implementing regulations, which
is paid for in whole or in part with funds obtained from RUS, or borrowed on the
credit of the United States pursuant to a grant, contract, loan, insurance or guarantee,
or undertaken pursuant to any RUS program involving such grant, contract, loan,
insurance or guarantee, the equal opportunity provisions set forth in Attachment 2
hereto, entitled Equal Opportunity Contract Provisions.
(b) Equal Opportuity Contract Provisions Also Bind the Borrower. The Borrower
further agrees thai it shall be bound by such equal opportunity clause in any federally
assisted construction work which it performs itself other than through the permanent
work force directly employed by an agency of government.
(c) Sanctions and Penalties. The Borrower agrees that it shall cooperate actively with
RUS and the Secretary of Labor in obtaining the compliance of contractors and
subcontractors with the equal opportunity clause and the rules, regulations and
relevant orders of the Secretary of Labor, that it shall furnish RUS and the Secretary
of Labor such information as they may require for the supervision of such
compliance, and thai it shall otherwise assist the administering agency in the
discharge of RUS' primary responsibilty for securing compliance. The Borrower
further agrees that it shall refrain from entering into any contract or contract
modification subject to Executive Order 11246 with a contractor debarred from, or
who has not demonstrated eligibility for, Government contracts and federally
assisted construction contracts pursuant to Part II, Subpart D of Executive Order
11246 and shall carry out such sanctions and penalties for violation of the equal
opportunity clause as may be imposed upon contractors and subcontractors by RUS
or the Secretary of Labor pursuant to Part n, Subpart D of Executive Order 11246.
In addition, the Borrower agrees that if it fails or refuses to comply with these.
undertakings RUS may cancel, termnate or suspend in whole or in part this
Agreement, may refrain from extending any further assistance under any of its
programs subject to Executive Order 11246 until satisfactory assurance of future
compliance has been received from the Borrower, or may refer the case to the
Department of Justice for appropriate legal proceedings.
Section 5.20 Buy American
The Borrower shall use or cause to be used in connection with the expenditures of funds if
such funds were obtained in whole or in part by a loan being made or guaranteed by RUS only such
unmanufactured articles, materials, and supplies as have been mined or produced in the United States or
any eligible country, and only such manufactured articles, material, and supplies as have been
manufactured in the United States or any eligible country substantially all from articles, material, and
Page 16
supplies mined, produced or manufactured, as the case may be, in the United States or any eligible country,
except to the extent RUS shall determine that such use shaIl be impracticable or that the cost thereof shall
be unreasonable. For purposes of this section, an "eligible country" is any country that has with respect to
the United States an agreement ensuring reciprocal access for United States products and services and
United States suppliers to the markets of that Country, as determined by the United States Trade
Representative.
Section 5.21 Additional Affrmative Covenants
The Borrower shall comply with the additional affirmative covenants set forth in Schedule i
hereto.
ARTICLE VI - NEGATIVE COVENANTS
Section 6.1 General
Unless otherwise agreed to in writing by RUS, while this Agreement is in effect, the Borrower
shall duly observe each of the negative covenants set forth in this Aricle VI.
Section 6.2 Merger, Consolidation and Transfer of Property
The Borrower shall not, without the prior written consent of RUS, take or suffer to be taken
any steps to reorganize, consolidate with, or merge into any other corporation, or to sell, lease or transfer
(or make any agreement therefor) all or any part of its property, including, without limitation, the Project.
Section 6.3 Covepants for Limited IbbiUty Compani aDd Similar Borrwtn
Borrowers which are limited liabilty companies or similar organizations agree that:
(a) The death, retirement, resignation, expulsion, termination, bankruptcy, or dissolution
of any member or the occurrence of any other event that terminates the continued
membership of any member shall not cause the Borrower to be dissolved or its
affairs to be wound up;
(b) Prior to the date on which any and all obligations owed to RUS or the guranteed
lender with respect to Telecommunications Loan Guarantees, including the note
evidencing the Loan, are discharged in fuIl, the Borrower shall not be dissolved or
terminated;
(c) The organizational documents of the Borrower shall contain provisions reflecting theobligations of the Borrower in paragraphs (a) and (b) immediately above and such
provisions shall not be amended without the prior written consent of RUS; and
(d) No direct or indirect addition, issuance, or transfer of any membership units (or anyother ownership interest) in the Borrower may be made by the Borrower or its
members without the prior written consent of RUS.
Section 6.4 Additional Indebtedness
The Borrower shall not, without the prior written consent of RUS, incur additional
indebtedness in the event:
(a) The Borrower is not maintaining a TIER of 1.0 or if the additional indebtedness wil
cause the Borrower's TIER to fall below i .0; or
Page 17
(b) An Event of Default as defined in Section B.1(b) hereof has occurred and is
continuing.
Section 6.5 Negative Pledge
The Borrower shall not create, incur, or suffer any lien, mortgage, pledge, assignment, or
other encumbrance on, or security interest in its property, other than Permitted Encumbrances.
Section 6.6 Contracts
The Borrower shall not, without the prior written consent of RUS, enter into any contract or
contracts for the operation or maintenance of all or any part of its property, including, without limitation,
the Project, and shall not enter into any contract for the use by others of all or any part of its property,
induding, without limitation, the Project.
Section 6.7 Salaries
Salaries, wages and other compensation paid by the Borrower for services, and directors',
members', managers' or trustees' fees, shall be reasonable and in confonnity with the usual practice of
entities of the size and nature of the Borrower.
Section 6.8 Extension of Credit
Except as specifically authoried in writing in advance by RUS, the Borrower will make no
advance payments or loans, or in any manner otherwise extend its credit, either directly or indirectly, with
or without interest, to any of its directors, trustees, officers, employees, stockholders, members, managers,
Affiiates or Affilated Companies; provided, however, the Borrower may make an investment for any
purpose described in section 607(c)(2) of the Rural Development Act of 1972 (including any investment in,
or extension of credit, guarantee or advance made to an Affilated Company that is used by such Affiiate
for such purpose) to the extent that, immediately after such investment, (1) the aggregate of such
investments does not exceed one-third of the Net Worth and (2) the Borrower's Net Worth is at least
twenty percent (20%) of its Total Assets.
Section 6.9 Distributions or Withdrawals
(a) Corporations and Cooperatives. Corprate or cooperative Borrowers shall not,without the prior written approval of RUS, make any dividend, stock, capital, or
other distribution in the nature of an investment, guarantee, extension of credit,
advance, or loan, nor make a capital credit distribution (all such distributions being
hereinafter collectively called "Distributions;") provided, however, Distributions
may be made in each calendar year as follows:
(1) Aggregate, annual Distributions not to exceed twenty-five percent (25%) of
prior calendar year's Net Income or Margins may be made if, after such
aggregate annual Distributions, the Borrower's net worth is at least one
percent (1 %) of its Total Assets;
(2) Aggregate annual Distributions not to exceed fifty percent (50%) of the
prior calendar year's Net Income or Margins may be made if, after such
aggegate annual Distributions, the Borrower's Net Worth is at least twenty
percent (20%) of its Total Assets;
(3) Aggregate annual Distributions not to exceed seventy-five percent (75%) of
the prior calendar year's Net Income or Margins may be made if, after such
Page 18
aggregate annual Distributions, the Borrower's Net Worth is at least thirty
percent (30%) of its Total Assets; or
(4) There is no limt on aggregate, annual Distributions if, after making such
aggregate, annual Distributions, the Borrower's Net Worth is at least forty
percent (40%) of its Total Assets.
(b) Limited Liabilty Companies. Borrowers which are limited liability companies shall
not, without the prior written approval of RUS, make any membership withdrawals,
unit redemptions, or other type of profit allocation to its members and shall not,
without the prior written approval of RUS, make capital distributions in the nature of
an investment, guarantee, extension of credit, advance, or loan (all such actions
being hereinafter collectively called "Distributions;") provided, however.
Distributions may be made in each calendar year as follows:
(1) Aggregate, annual Distributions not to exceed twenty-five percent (25%) of
the prior calendar year's Net Income or Margins may be made if, after
such aggregate annual Distributions, the Borrower's Net Worth is at least
one percent (1 %) of its Total Assets;
(2) Aggregate annual Distributions not to exceed fifty percent (50%) of the
prior calendar year's Net Income or margins may be made if, after such
aggregate annual Distributions, the Borrower's Net Worth is at least twenty
percent (20%) of its Total Assets;
(3) Aggregate annual Distributions not to exceed seventy-five percent (75%) of
the prior calendar year's Net Income or Margins may be made if, after such
aggregate annual Distributions, the Borrower's Net Worth is at least thirty
percent (30%) of its Total Assets; or
(4) There is no limit on aggregate, annual Distributions if, after making such
aggregate, annual Distributions, the Borrower's net worth is at least forty
percent forty percent (40%) of its Total Assets.
(c) In addition to the Distributions authorized under the immediately, preceding
subsections, the Borrower may make any Distribution or investment as provided in 7
CPR 1744 Subpart E.
Sèction 6.10 Changing Principa Pf 9' Busge Plac of Condu. Buues.ol'Tf" of
Organization
The Borrower shall not change its principal place of business, place of conducting business,
or type of organization without the prior consent of RUS.
Section 6.ii Changing Name or Place of Incorporation or Organization
The Borrower shall not change its legal name or place of incorporation or organization
without giving RUS sixty (60) days prior written notice.
Section 6.12 Changing Rates or Tariffs
The Borrower shall not fie for or change its rates or tariffs without prior written approval by
RUS.
Section 6.13 Historic Preservation
Page 19
The Borrower shall not, without the prior written consent of RUS, use any Advance(s) to
construct any facility which shall involve any district, site, building, structure or object which is included
in, or eligible for inclusion in, the National Register of Historic Places maintained by the Secretary of the
Interior pursuant to the Historic Sites Act of 1935 and the National Historic Preservation Act of 1966.
Section 6.14 Limitations on Using non-FDIC Insured Depositories.
Without the prior written approval of RUS, the Borrower shall not place the proceeds of the
Loans or any loan which has been made or guaranteed by RUS, in the custody of any bank or other
depository that is not insured by the Federal Deposit Insurance Corpration or other federal agency
acceptable to RUS.
Section 6.15 Affliated Transactions
The Borrower shall not enter into any transaction, contract, or dealing with an Affiliate of the
Borrower or with the Borrower's or Affiiate's directors, trtees, offcers, managers, members (if the
Borrower is a limited liabilty company), or other corporate officials, without the prior written consent of
RUS.
Section 6.16 .Qbltion withR.espe to NonduplicatiODOf Jlaclitie$ for TelesmmuJDcatiDs Lo an
Telecommunications Loan Guarantee Loan Borrowers
If the Borrower has outstanding Telecommunications Loan(s) or Telecommunications Loan
Guarantee(s) and provides telephone service in any state in which there is no state regulatory body with
authority to regulate telephone service and to require certificates of convenience and necessity to the
Borrower, the Borrower shall not use any portion of such Loan(s) for the construction of telephone
facilities to furnish or improve service to persons located in such state receiving telephone service from any
other telephone company at the time the Borrower proposes to furnish or improve service to such persons,
except that the Borrower may provide or improve service to persons receiving service through facilities
acquired or to be acquired by the Borrower, and except to the extent RUS, on the basis of evidence
submitted to it by the Borrower, shall have determined that service by the Borrower to such persons will
not result in duplication of lines, facilties or systems providing reasonably adequate service.
Section 6.17 Additional Negative Covenants
The Borrower shall comply with the additional negative covenants sel forih in Schedule 1
hereto.
ARTICLE VII - LENDER'S RIGHTS
Section 7.1 Termination of Loan Offer
RUS, in its sole discretion, may terminate the offer to make the Loan(s) if Loan Documents,
duly executed on behalf of the Borrower, are not received and all other conditions in Section 4.1 hereof are
not satisfied within one hundred twenty (120) days from the date hereof.
Section 7.2 Audits and Compliance Reviews
After giving prior notification to the Borrower, RUS has the right to conduct compliance
reviews and audits of the Borrower to assure compliance with the Loan Documents and RUS Regulations.
Section 7.3 Disallowed Expenditures
Page 20
Upon a determination by RUS that the Borrower did not utilize the Loan in the manner and
exclusively for the Project as approved by RUS, RUS may, in its sole discretion:
(a) Disallow all or a part of the expenditures and disbursements of the Loan and require
the Borrower to deposit such funds in the Construction Fund Account or in the
Pledged Deposit Account, to be applied toward other approved Project purposes or to
reimburse the Government, as provided in Section 5.3 hereof;
(b) Suspend making Advances; and/or
(c) Take any other action RUS determines to be necessry including, without limitation,
exercising any right or remedy available under the Loan Documents or at law.
Section 7.4 Suspension of Advances
RUS may, in its absolute discretion, suspend making or approving Advances hereunder, if
RUS determines that an event has occurred that is likely to have a Material Adverse Effect on the
Borrower.
Section 7.5 Payment Extensions
RUS may, at any time or times in succession without notice to, or the consent of, the
Borrower and upon such terms as RUS may prescribe, grant to any person, firm or entity who shall have
become obligated to pay all or any part of the principal of or interest on any Note held by, or indebtedness
owed to, RUS or who may be affected by the lien created by the Loan Documents, an extension of the time
for the payment of such principal or interest. Mter any such extension the Borrower wil remain liable for
the payment of such Note or indebtedness to the same extent as though it had at the time of such extension
consented thereto in writing.
ARTICLE VII. EVENTS OF DEFAULT
Section 8.1. Events of Default
The following shall be Events of Default under this Agreement:
(a) Representations and Warranties. Any representation or warranty made by the
Borrower in the Loan Documents or in the Application, any certificate furnished to
RUS thereunder, shall prove to have been incorrect in any material respect at the
time made;
(b) Non-Payment. The nonpayment of any required and due installment of interest on, or
principal of, any Note, whether by acceleration or otherwise, which continues for
five (5) Business Days, as such term is herein defined;
(c) Corrective Actions. Default by the Borrower in the observance or performance of
Section 5.13;
(d) Limited Liabilty Companies. Default by the Borrower or its members in the
observance or performance of Section 6.3;
(e) Other Covenants. Default by the Borrower in the observance or performance of any
other covenant or agreement contained in any of the Loan Documents, which shall
remain unremedied for thirty (30) calendar days, after written notice thereof had
been given to the Borrower by RUS;
Page 21
(1) Adverse Effects. The Borrower shall forfeit or otherwise be deprived of its charter,
articles of organization, franchises, permits, easements, consents, or licenses required
to carryon any material portion of its business, or the Borrower fies for, or an event
occurs, which can reasonably be expected to result in its dissolution or termination;
(g) Other Obligations. Default by the Borrower in the payment of any obligation,
whether direct or contingent, for borrowed money in excess of ten thousand dollars
($10,000.00) or in the performance or observance of the terms of any instrument
pursuant to which such obligation was created or securing such obligation which
default shall have resulted in such obligation becoming or being declared due and
payable prior to the date on which it would otherwise be due and payable;
(h) Bankruptcy. A court having jurisdiction in the premises shall enter a decree or order
for relief with respect to the Borrower in an involuntary case under any applicable
bankruptcy, insolvency, or other similar law now or hereafter in effect: (1)
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar
official, or (2) ordering the winding up or liquidation of its affairs; or the Borrower
shall commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or under any such law, or consent to the
appointment or taking possession by a receiver, liquidator, assignee, custodian or
trustee, of a substantial part of its property, or make any general assignment for the
benefit of creditors;
(i) Dissolution or liquidation. Other than as provided in the immediately preceding
subsection, the dissolution or liquidation of the Borrower, or the fiing of such by the
Borrower;
(j) Impaired Business. The failure by the Borrower to promptly forestall or remove any
execution, garnishment or attachment of such consequence as shall impair its abilty
to continue its business or fulfil its obligations and such execution, garnishment or
attachment shall not be vacated within thirty (30) days; or
k) Payment of Final Judgment. A final judgment in an amount of ten thousand dollars
($10,000.00) or more shall be entered against the Borrower and shall remain
unsatisfied or without a stay in respect thereof for a period of thirty (30) days.
ARTICLE ix - REMEDIES
Section 9.1 Generally
Upon the occurrence of an Event of Default, RUS may pursue all rights and remedies that are
contemplated by the Loan Documents in the manner, upon the conditions, and with the effect provided in
the Loan Documents, including, but not limited to, a suit for specific performance, injunctive relief, or
damages. Nothing herein shall limit the rights of RUS to pursue, jointly or severally, all rights and
remedies available to a creditor following the occurrence of an Event of Default listed in Article VII
hereof. Each right, power, and remedy of RUS shall be cumulative and concurrent, and recourse to one or
more rights or remedies shall not constitute a waiver of any other right, power or remedy.
Section 9.2 Remedies
In addition to the remedies referred to in Section 9.1 hereof, upon the occurrence of an Event
of Default RUS may:
(a) Refuse to make any Advance or further Advance on account of the Loan(s), but any
Advance thereafter made by RUS shall not constitute a waiver of such default; or
Page 22
(b) Declare all unpaid principal of and all interest accrued on the Note(s) to be
immediately due and payable and upon such declaration all such principal and
interest shall become immediately due and payable.
ARTICLE X - MISCELLNEOUS
Section 10.1 Notices
All notices, requests, and other communications provided for herein including, without
limitation, any modifications, waivers, requests, or consents under, this Agreement shall be given or made
in writing (including, without limitation, by telecopy) and delivered to the intended recipient at the
"Address for Notices" specified below; or, as to any party, at such other address as shall be designated by
such party in a notice to each other party. Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given when transmitted by telecopier or personally
delivered or, in the case of a mailed notice, upon receipt, in each case given or addressed as provided for
herein. The Addresses for Notices of the respective parties are as follows:
RUS
Rural Utilities Service
United States Department of Agriculture
1400 Independence Avenue, S.W.
Washington, D.C.20250- 1500
Attention: Administrator
Fax: [phone]
Borrower
See Schedule 1
With a copy to:
See Schedule 1
With a copy to:
See Sched ule 1
Section 10.2 Expenses
To the extent allowed by law, the Borrower shall pay all costs and expenses of RUS,
including reasonable fees of counsel, incurred in connection with .the enforcement of the Loan Documents
or with the preparation for such enforcement if RUS has reasonable grounds to believe that such
enforcement may be necessary.
Section 10.3 Late Payments
If payment of any amount due hereunder is not received at the United States Treasury in
Washington, DC or such other location as RUS may designate to the Borrower within five (5) Business
Days after the due date thereof, or such other time period as RUS may prescribe from time to time in its
policies of general application in connection with any late payment charge (such unpaid amount being
herein called the "delinquent amount", and the period beginning after such due date until payment of the
delinquent amount being herein called the "late-payment period,") the Borrower shall pay to RUS in
addition to all other amounts due under the terms of the Notes, the Security Documents and this
Agreement, any late payment charge as may be fixed by RUS Regulations from time to time on the
delinquent amount for the late-payment period.
Section 10.4 Filng Fees
To the extent permitted by law, the Borrower agrees 'to pay all expenses of RUS (including
the fees and expenses of its counsel) in connection with the filng or recordation of all financing statements
and instruments as may be required by RUS in connection with this Agreement, including, without
limitation, all documentary stamps, recordation, transfer taxes, and other costs and taxes incident to
recordation of any document or instrument in connection herewith. Borrower agrees to save harmless and
indemnify RUS from and against any liability resulting from the failure to pay any required documentary
Page 23
stamps, recordation and transfer taxes, recording costs, or any other expenses incurred by RUS in
connection with this Ageement. The provisions of this section shall survive the execution and delivery of
this Agreement and the payment of all other amounts due hereunder or due on the Notes.
Section 10.5 No Waiver
No failure on the part of RUS to exercise, nor any delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise by RUS of any right hereunder
preclude any other or furter exercise thereof or the exercise of any other right.
Section 10.6 Governng Law
This Agreement shall be governed by and construed in accordance with applicable federal law
and, in the absence of controllng federal law, by the laws of the State identifed in the first paragraph
herein, except those that would render such choice of law ineffective.
Section 10.7 Holiday Payments
If any payment to be made by the Borrower hereunder shall become due on a day which is not
a Business Day, such payment shall be made on the next succeeding Business Day and such extension of
time shall be included in computing any interest in respect of such payment.
Section 10.8 Rescission
The Borrower may elect not to borrow the Loan, in which event RUS shall release the
Borrower from its obligations hereunder, provided the Borrower complies with such terms and conditions
as RUS may impose for such release.
Section 10.9 Successors and Asigns
(a) This Agreement shall be binding upon and inure to the benefit of the Borrower and
RUS, and their respective successors and assigns, except that the Borrower may not
assign or transfer its rights or obligations hereunder without the prior written
consent of RUS.
(b) Pursuant to federal claims collection laws, RUS' claims hereunder may be
transferred to other agencies of the United States of America; in the event of such a
transfer, all rights and remedies hereby granted or conferred on RUS shall pass to
and inure to the benefit of any such successor agency.
Section 10.10 Complete Agreement; Waivers and Amendments
Subject to RUS Regulations, this Agreement and the other Loan Documents are intended by
the parties to be a complete and final expression of their agreement. However, RUS reserve the right to
waive its rights to compliance with any provision of this Agreement and the other Loan Documents. No
amendment, modification, or waiver of any provision hereof or th~reof, and no consent to any departure of
the Borrower herefrom or therefrom, shall be effective unless approved in writing by RUS in the form of
either a RUS Regulation or other writing signed by or on behalf of RUS, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.
Section 10.11 Prior Telephone Loan Contracts
With respect to a11 Prior Telephone Loan Contracts, the Borrower shall, commencing on the
delivery date hereot: prospectively meet the affrmative and negative covenants as set forth in this
Agreement rather than those set forth in the Prior Telephone Loan Contracts. In addition, any remaining
obligation of RUS to make or approve additional advances on promissory notes of the Borrower that have
Page 24
been previously delivered to RUS under Prior Telephone Loan Contracts shall, after the date hereof, be
subject to the conditions set forth in this Agreement. In the event of any conflct between any provision set
forth in a Prior Telephone Loan Contract and any provision in this Agreement, the requirements as set forth
in this Agreement shall apply. Nothing in this section shall, however, eliminate or modify (i) any special
conditon, special affrmative covenant or special negative covenant, if any, set forth in any Prior
Telephone Loan Contract or (ii) alter the repayment terms of any promissory notes which the Borrower has
delivered under any Prior Telephone Loan Contract, except, in either case, as RUS may have specifically
agreed to in writing.
Section 10.12 Headings
The headings and sub-headings contained in the titling of this Agreement are intended to be
used for convenience only and do not constitute part of this Agreement.
Section 10.13 Severabiltv
If any term, provision, condition, or any part thereof, of this Agreement, Note(s) or the
Security Documents shall for any reason be found or held invalid or unenforceable by any governmental
agency or court of competent jurisdiction, such invalidity or unenforceabilty shall not affect the remainder
of such term, provision, or condition nor any other term, provision, or condition, and this Agreement, the
Note(s), and the Security Documents shall survive and be construed as if such invalid or unenforceable
term, provision or condition had not been contained therein.
Section 10.14 Right of SetotT
Upon the occurrence and during the continuance of any Event of Default, RUS is hereby
authorized at any time, without prior notice to the Borrower, to exercise rights of setoff or recoupment and
apply any and all amounts held or hereafter held, by RUS, owed to the Borrower, or for the credit or
account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing
hereunder or under the Note(s). RUS agrees to notify the Borrower promptly after any such setoff or
recoupment and the application thereof, provided that the failure to give such notice shall not affect the
validity of such setoff, recoupment or application. The rights of RUS under this section are in addition to
any other rights and remedies (including other rights of setoff or recoupment) which RUS may have.
Borrower waives all rights of setoff, deduction, recoupment, or counterclaim.
Section 10.15 Schedules and Attchments
Each Schedule and Attachment attached hereto and referred to herein is each an integral part
of this Agreement.
Section 10.16 Authority of Representatives of RUS
In the case of any consent, approval, or waiver from RUS that is required under this
Agreement or any other Loan Document, such consent, approval, or waiver must be in writing and signed
by an authorized RUS representative to be effective. As used in this section, "authorized RUS
representative" means the Administrator of RUS or any person to whom the Administrator has officially
delegated specific or general authority to take the action in question.
Section 10.17 Amendment of Laws and RUS Regulations
Nothing contained herein shall restrict in any way RUS' right to amend, rescind, or
supplement any of the RUS Reguations or to seek such changes to existing Laws.
Section 10.18 Term
This Agreement shall remain in effect until one of the following two events has occurred:
Page 25
(a) Th Bower an RU$repla this Ageement witiunolbr writlenagrment; or
(b) Al .of tM Børrowels obligations unde th Ageent have be disged an
paid.
IN WITESS WHEREF,tbe partes hereto have caused this Agrement to be duly
execuied as oHbe day and yea first above Wllten.
(Sea)
Atielited lo by:~tk
THE UNITE STATE OF AMERJCA
Asstnl Adtnnistratør
elêmmunicUótisPl'gram
of the Rurl UiiltiSerVce
Pae 26
SCHEDULE 1
Article II Representations and Warranties
1. Paragraph (i) Borrower's address:
Albion Telephone Company
225 West North Street
Albion, Idaho 83311
2. Paragraph u) Borrower's Organization Number: C26771
3. Paragraph (k) Borrower's Subsidiaries: Red-Ban Communications, Inc.
4. Paragraph (k) Borrwer's Parent: N/A
Article ii The Loans
1. Broadband Loan
Section 3.1(a) Broadband Lon amount: $0
Section 3.1(a)(i) Broadband Loan portion at the cost-of-money interest rate: $0
Section 3.1(aXi) Broadband Loan portion at the four percent (4%) rate of interest: $0
2, Telecommunications Loan
Section 3.1(b) Telecommunications Loan amount: $0
Section 3.1(b)(i) Telecommunications Loan amount at the cost-of-money interest rate: $0
Section 3.1(b )(i) Telecommunications Loan amount five percent (5%) rate of interest: $0
3. Telecommunications Loan Guarantee
Section 3.1(c) Telecommunications Loan Guarantee amount: $17,075,00
Article iv Conditions of Lending
1. Section 4.2(i) funds required on deposit by Broadband borrower in accordance with 7 C.F.R. 1738.20(b):
None
2. The additional conditions to advance referred to in Section 4.2(m) are as follows:
1. That the Borrower has provided evidence, satisfactory to RUS, that D.L. Evans
Bank has released Albion Telephone Company from its guaratee related to the
Syringa Wireless, LLC loan.
2. That the Borrower has submitted to RUS site specific environmental reports prior
to construction in accordance with regulation 7 CFR 1794.
Article V Affirmative Covenants
1. Section 5.4(a) Additional Funds: None
2. Section 5.4(a) Additional Purposes: None
3. Section 5.4(b) Pledged Deposit Account IS NOT required.
Page 27
4.. $eetion 5.S(bJAtdidonal Repøg ))8t(($): None
5. Section 5.12 TIER: 1.50
6. StctiØI) 5.12 TIER Cøaineement Date: D.mber 31.2015
7. Tbeaddidorialalñtivc covenlUlstefwe to in~t¡on 5.21 ate 8$ fol1ows: None
Arcle VJ Negative CøVenaflts
1. The íidiûötlålnegative covenanlsrefetredto inS~tioti 6,1 7 at.c as folloWR: None
Arcle X. MiSèllaneous
1. Sectj(n 10. ¡Borrwer's ådf'førpurosc$ øf notificaon:
Albion Telephone Company
225 West North Strt
Albion~ ldahó 83311
Fnx: 208-673-6200
2. Section IO~i Addrs fot SorrWeî'S nQtit"çatior!coPY':
Givens Pursley LL
601 West BannekStret
Boise, Idaho 83701
Fax: [phone]
3'. Settton 10.1 Addr for RUS' notititationcop)/:
Mr. Peter Aimbli: Director
Northern Division, TeJecommuncatioDS
USDA, Rur Utilities Service
STOP 1595, Room 2839
l400 Independence Avenue. S.W.
Washington, D.C. 20250-1595
Fax Numbr: (202) 690465
Pagei8
i
Attachment 1
Not applicable
1
ATIACHMENT2
Equal Opportunity Contrct Provisions
During the performance of this contract, the contractor agrees as follows:
(a) The contractor shall not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The contractor shall take affirmative action to
ensure that applicants are employed, and that employees are treated during employment without
regard to their race, color, religion, sex, or national origin. Such action shall include, but not be
limited to the following: employment, upgrading, demotion, or transfer, recruitment, or
recruitment advertising, layoff or termination, rates of payor other forms of compensation, and
selection for training, including apprenticeship. The contractor agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided setting forth
the provisions of this non-discrimination clause.
(b) The contractor shall, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants shall receive consideration for employment
without regard to race, color, religion, sex, or national origin.
(c) The contractor shall send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or worker's representative of the contractor's commitments under
this section, and shall post copies of the notice in conspicuous place available to employees and
applicants for employment.
(d) The contractor shall comply with all provisions of Executive Order 11246 of September 24,
1965and of the rules, regulations, and relevant orders of the Secretary of Labor.
(e) The contractor shall furnish all information and reports required by Executive Order 11246 of
September 24, 1965 and by the rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and shall permit access to his books, records, and accounts by the administering agency
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulation, and orders.
(t) In the event of the contractor's non-compliance with the non-discrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be cancelled,
terminated, or suspended in whole or part by the Government, and the contractor may be declared
ineligible for further Government contracts or federally assisted construction contracts in
accordance with the procedure authorized in Executive Order 11246 of September 14, 1965, and
such other sanctions may be imposed and remedies invoked as provided in said Executive Order
or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(g) The contractor shall include the provisions of paragraphs (a) through (g) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
pursuant to Section 204 of Executive Order 11246, dated September 24, 1965, so that such
provisions shall be binding upon each subcontractor or vendor. The contractor shall take such
action with respect to any subcontract or purchase order as the administering agency may direct as
a means of enforcing such provisions, including sanctions for non-compliance; provided, however,
that in the event a contractor becomes involved in, or is threatened with, litigation with a
subcontractor or vendor as a result of such direction by the agency, the contractor may request the
United States to enter into such litigation to protect the interests of the United States.
2
ATTACHMENT 3
UNIFORM SYSTEM OF ACCOUNTS
All references regarding account numbers are to 47 C.F.R. Part 32
ACCOUNT NAMES ACCOUNT NUMBERS
CLASS A CLASS B
NET INCOME OR NET MARGINS: the sum of the balances of the following accounts of the Borrower/Mortgagor
Local Network Services Revenues )
Network Access Services Revenues )
Long Distance Network Servces Revenues )Miscellaneous Revenues )
LESS: Uncollectible Revenues )
5000s thru
Other Operating Income and Expense
Non-operating Income and Expense
Income Effect of Jurisdictional Rate-making Difference - Net
Non-regulated Net Income
Other Non-regulated Revenues
LESS: balances of the following accounts:
Plant Specific Operations Expense )
Plant Non-specific Operations Expense )
Customer Operations )
Corporate Operations )
Operating Taxes
Non-operating Taxes
Interest and Related Items
Extraordinary Items
5300s
7100*7100
7300.7300
7910 7910
7990 7990
7991 7991
6100s thru 6700s
7200*7200
7400*7400
7500*7500
7600*760
INTEREST EXPENSE: the sum of the balances of the following accounts of the Borrower/Mortgagor
Interest and Related Items
Interest on Funded Debt
Interest Expense - Capital Leases
Amortization of Debt Issuance Expense
Other Interest Deductions
LESS: Allowance for Funds Used During Construction
7500*
7510
7520
7530
7540
7340
TOTAL TELECOMMUNICATIONS PLANT: the sum of the balances of the following accounts of the
Borrower/Mortgagor
Telecommunications Plant in Servce
Property Held for Future Telecommunications Use
Telecommunications Plant Under Construction - Short Term
Telecommunications Plant Under Construction - Long Term
Telecommunications Plant Adjustment
Non-Operating Plant
Goodwil
2001
2002
2003
2004
2005
2006
2007
*Summary Accounts
7500
7300.4
2001
2002
2003
2004
2005
2006
2007
3
NET WORTH ~R EQUIT: thes,um of the baance oflhefòllowingacnlSof the Borro~rlM()rt8óf
qipital Siok
Additional Paid-in-qipiial
Treasury Stpck
Other Capital
lteiaiflcd Earnil)gs
4510
4520
4530
4540
4550
NØ1: 1"()r Non-Protìi Qrganiions - Owner's equity $hall be shown in sub-accounts of4S40 and 45SO;
TOTAL ASS£T; the sum of theba1ançesof the foUowingaçcounl£Qf th BoowerlMortgagor
Current Asts
Non-Ciirrent Assets
TOtll Tel~miunicaU()n$ Planl
LESS:Aççul'u.iatød Pepreiation
LES:Accumiilated Alrtiztion
1100s thru
140 thru
2001 Ibru
3100 tbru
340 tbru
nEPREJAnON ANJ) AMOIlTIZATlON: the sum of the baance of the fOllQwingaa.iitsoftbe
Bortowcr/Mof'gagot
Dt)t~çiaQl)and Amortìtion Bxpnse 656040
Døpreciation Exnse - Tel~mmtinitltions Plant in Servi(: 6561Døpteêlåtiotl &pnse - Propert Held for Future Tel~mmunications t.se 6,562Amo~tiOll Expnse - Tangible 65,~3Amortization Expens -lntangib,le 6564AmørtiziúoJlExpense - Other 656$
13008
15008
2007
3300
360s
4
EXHIBIT
l D
RUS DESIGNATION:
Idaho 504-L9
RESTATED MORTGAGE,
SECURITY AGREEMENT
AND
FINANCING STATEMENT
made by and among
ALBION TELEPHONE COMPAN,
225 West North Street
Albion, Idaho 83311
as Morlgagor and Debtor,
THE UNITED STATES OF AMERICA,
Rural Utiliies Service
Washington, D.C. 20250-1500,
as Mortgagee and secured pariy,
and
COBANK,ACB
5500 Soulh Quebec Slreel
Greenwood Vilage, Colorado 80111
as Morigagee and secured parly.
THIS INSTRUMENT GRANTS A SECURITY INTREST IN A TRANSMITING UTILITY.
THE DEBTOR AS MORTGAGOR IS A TRANSMITTING UTILITY.
THIS INSTRUMENT CONTAINS PROVISIONS THAT COVER REL AND PERSONAL PROPERTY,
AFTER.ACQUIRED PROPERTY, PROCEEDS, FUTURE ADVANCES AND FUTURE OBLIGATIONS.
THIS INSTRUMENT WAS DRAFTED BY THE RURAL UTILITIES DIVISION, OFFICE OF
THE GENERAL COUNSEL, U.S. DEPARTMENT OF AGRICULTURE, WASHINGTON, D.C. 20250-
1400.
ORGANIZATION NUMBER: C26771
No.
THIS RESTATED MORTGAGE, SECURITY AGREEMENT AND FINANCING
STATEMENT (hereinafter this "Restated Mortgage,") dated as of October 26,2011 made by and
between ALBION TELEPHONE COMPANY (hereinafter the "Mortgagor,") a corporation
existing under the laws of the State of Idaho, as Mortgagor and Debtor and THE UNITED
STATES OF AMERICA (hereinafter the "Government,") acting through the Administrator of
the Rural Utilities Service ("RUS") as Mortgagee and secured party and CoBank, ACB, successor
to the National Bank for Cooperatives (hereinafter called "Co-Lender,") a federally chartered
instrumentality of the United States, (the Government and Co-Lender being hereinafter sometimes
collectively called the "Mortgagees.")
RECITALS
WHEREAS, the Mortgagor, the Government and the Co-Lender are parties to that certain mortgage (the
"Prior Mortgage") identified in Schedule A hereof;
WHEREAS, the Mortgagor deems it necessary to borrow funds to provide broadband and/or
telecommunication services and to issue its promissory notes and other debt obligations from time to time in one or
more series, and to mortgage and pledge its property herein described or mentioned to secure payment of the same;
WHEREAS, the Mortgagor desires to enter into this Restated Mortgage pursuant to which all secured debt
of the Mortgagor hereunder shall be secured on parity;
WHEREAS, this Restated Mortgage restates and consolidates the Prior Mortgage while preserving the
priority of the Lien under the Prior Mortgage securing the payment of Mortgagor's outstanding obligations secured
under the Prior Mortgage, which indebtedness is described more particularly by listing the same under "Outstanding
RUS Notes" and "Outstanding Co-Lender Notes" in Schedule A hereof;
WHEREAS, the Mortgagor has determined at this time to borrow additional funds or obtain loan
guarantees from RUS and/or the Co-Lender which indebtedness is described more particularly by listing the same
under "Current RUS Notes" in Schedule A hereof and/or "Current Co-Lender Notes" in Schedule A hereof;
WHEREAS, to the extent that any of the property described or referred to in this Restated Mortgage is
governed by the provisions of the Uniform Commercial Code of any State (hereinafter the "UCC,") the parties
hereto desire that this Restated Mortgage be regarded as a "security agreement" under the VCC; and
WHEREAS, all acts necessary to make this Restated Mortgage a valid and binding legal instrument for the
security of such notes and obligations, subject to the terms of this Restated Mortgage, have been in all respects duly
authorized
NOW, THEREFORE, this Restated Mortgage
WITNESSETH: That each of the instruments constituting the Prior Mortgages are hereby amended,
supplemented, restated, and consolidated to read in their entirety from and after the date of execution of this
Restated Mortgage, as follows:
GRANTING CLAUSE
NOW, THEREFORE, THIS RESTATED MORTGAGE WITNESSETH: That to secure the payment of
the principal, interest, and premium, if any, on the Outstanding Notes, Current Notes and all Notes secured
hereunder according to their tenor and effect, and to secure the performance of all provisions therein, in the Loan
Agreements and herein contained and in consideration of the covenants herein contained, the purchase or guarantee
of Notes by the guarantors or holders thereof and other good and valuable consideration, the Mortgagor has
mortgaged, pledged and granted a continuing security interest in, and by these presents does hereby grant, bargain,
sell, alienate, remise, release, convey, assign, transfer, hypothecate, pledge, set over and confirm, pledge, and grant
Page 2
unto the Mortgagees, for the purposes herein expressed, a continuing security interest and lien in all property, assets,
rights, privileges, licenses and franchises of the Mortgagor of every kind and description, real, personal or mixed,
tangible and intangible, of the kind or nature specifically mentioned herein, or any other kind or nature now owned
or hereafter acquired or arising by the Mortgagor (by purchase, consolidation, merger, donation, construction,
erection or in any other way) wherever located, including without limitation all or in part the following (hereinafter
the "Mortgaged Property:")
All right, title, and interest of the Mortgagor in and to the Existing Facilities, buildings, plants, works,
improvements, structures, estates, grants, franchises, easements, rights, privileges and properties, whether real,
personal, or mixed, tangible or intangible, of every kind or description, now or hereafter owned, leased, constructed,
or acquired by the Mortgagor, wherever located, and in and to all extensions, improvements, and additions thereto,
including but not limited to all buildings, plants, works, structures, towers, antennas, fixtures, apparatus, materials,
supplies, machinery, tools, implements, poles, posts, crossarms, conduits, ducts, lines, wires, cables, whether
underground, overhead, or otherwise, exchanges, switches, including, without limitation, host and remote switches,
desks, testboards, frames, racks, motors, generators, batteries, and other items of central office equipment, pay
stations, protectors, instruments, connections and appliances, office furniture, equipment, and any and all other
properly of every kind, nature, and description, used, useful, or acquired for use by the Mortgagor in connection
therewith, and including, without limitation, the following property:
(a) The Existing Facilities localed in the Counties listed in Schedule B in the States identified in
Schedule B.
(b) The real estate described on Schedule B, and by this reference made a part hereof, as if fully set
forth at length at this point.
(c) If the real estate described in Schedule B is by reference to deeds, grantor(s), grantee, etc., then the
description of each of the properties conveyed by and through such deeds is, by reference, made a
part of Schedule B as though fully set forth at length therein.
(d) The real estate described in Schedule B shall also include all plants, works, structures, erections,
reservoirs, dams, buildings, fixtures, towers, antennas, and improvements now or hereafter located
on such real estate, and all tenements, hereditaments, and appurtenances now or hereafter
belonging, or in any way appertaining, thereunto.
II
Ail right, title, and interest of the Mortgagor in, to, and under any and all grants, privileges, rights of way
and easements now owned, held, leased, enjoyed or exercised, or which may hereafter be owned, held, leased,
acquired, enjoyed or exercised, by the Mortgagor for the purposes of, or in connection with, the construction or
operation by, or on behalf of, the Mortgagor of its properties, facilities, systems, or businesses, whether
underground, overhead, or otherwise, wherever located;
II
Ail right, title, and interest of the Mortgagor in, to, and under any and all licenses and permits (including
without limitation those granted by the FCC), franchises, ordinances, and privileges, whether heretofore or hereafter
granted, issued, or executed, to it or to its assignors by the Government, or by any state, county, township,
municipality, village, or other political subdivision thereof, or by any agency, board, commission, or department of
any of the foregoing, authorizing the construction, acquisition, or operation of the Mortgagor's properties, facilities,
systems, or businesses, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred,
mortgaged, or pledged;
Page 3
iv
All right, tille, and interest of the Mortgagor in, to, and under all personal property and fixtures of every
kind and nature, including without limitation all goods (such as inventory, equipment and any accesions thereto),
instruments (such as promissory notes or chattel paper, electronic or otherwise), documents, accounts (such as
deposit accounts or trust accounts pursuant hereto or to a loan agreement), letter-of-credit rights, investment
property (such as certificated and uncertificated securities or security entitlements and accounts), software, general
intangibles (such as payment intangibles), supporting obligations, contract rights or rights to the payment of money,
insurance claims, and proceeds (as such terms are presently and hereafter defined in the VCC; provided, however,
that the term "instrument" shall be such term as defined in Article 9 of the VCC rather than Article 3);
v
All right, title, and interest of the Mortgagor in, to, and under any and all agreements, leases or contracts
heretofore or hereafter executed by and between the Mortgagor and any person, firm, corporation, or other corporate
entity relating to the Mortgaged Property (including contracts for the lease, occupancy, or sale of the Mortgage
Property, or any portion thereof);
VI
All right, title, and interest of the Mortgagor in, to, and under any and all books, records and
correspondence relating to the Mortgage Property, including, but not limited to, all records, ledgers, leases,
computer and automatic machinery, software, programs, databases, disc or tape files, print-outs, batches, runs, and
other electronically-prepared information indicating, summarizing, evidencing, or otherwise necessary or helpful in
the collection or realization on the Mortgaged Property;
vii
Also, all right, title, and interest of the Mortgagor in, to, and under all other property, real or personal,
tangible or intangible, of every kind, nature, and description, and wherever situated, now or hereafter owned or
leased by the Mortgagor, it being the intention hereof that all such property now owned or leased but not specifically
described herein, or acquired or held by the Mortgagor after the date hereof, shall be as fully embraced within and
subjected to the lien hereof as if the same were now owned by the Mortgagor and were specifically described herein
to the extent only, however, that the subjection of such property to the lien hereof shall not be contrary to law;
;
Together with all rents, income, revenues, proceeds, products, profits and benefits at any time derived,
received, or had from any and all of the above-described property of the Mortgagor;
Provided, however, tliat except as provided in section 2.13 of Article II herein, no automobiles, trucks,
trailers, tractors or other vehicles (including without limitation aircraft or ships, if any) owned or used by the
Mortgagor shall be included in the Mortgaged Property.
TO HAVE AND TO HOLD all or in part the Mortgaged Property unto the Mortgagees and its respective
assigns forever, to secure equally and ratably the payment of the principal and interest on the Notes, according to
their tenor and effect, without preference, priority, or distinction as to interest, principal (except as otherwise
specifically provided herein), lien, or otherwise, of any note over any other note by reason of the priority in time of
the execution, delivery, maturity, assignment, negotiation, or otherwise, thereof, and to secure the due performance
of the covenants, agreements and provisions herein and contained in the Prior Telephone Loan Contracts and in the
Loan Agreement, and for the uses and purposes and upon the terms, conditions, provisos, and agreements herein
expressed and declared.
Page 4
ARTICLE I
SECTION 1.1 Definitions
In addition to the terms defined elsewhere in this Restated Mortgage, the terms defined in this Article I
shall have the meanings specified herein and under the UCC, unless the context clearly requires otherwise. The
terms defined herein include the plural as well as the singular and the singular as well as the pluraL.
"Act" shall mean the Rural Electrification Act of 1936, as amendèd (7 U.S.c. 901 et seq.).
"Additional Co-Lender Notes" shall mean any notes, including renewal and substitute notes, issued by the
Mortgagor to the Co-Lender pursuant to Article II, Section 2.1 of this Mortgage.
"Additional Notes" shall mean the Additional Co-Lender Notes and the Additional RUS Notes.
"Additional RUS Notes" shall mean any notes, including renewal and substitute notes, issued by the
Mortgagor to RUS or FFB and guaranteed by RUS, pursuant to Article II, Section 2.1 of this Mortgage.
"Business Day" shall mean any day that RUS, the Department of Treasury and the Co-Lender are all open
for business.
"Current Co-Lender Notes shall mean the notes more particularly described in Schedule A hereto,
heretofore or about to be executed and delivered by the Mortgagor to the Co-Lender.
"Current Notes" shall mean the Current Co-Lender Notes and the Current RUS Notes.
"Current RUS Notes" shall mean the notes more particularly described in Schedule A hereto, heretofore or
about Lo be executed and delivered by the Mortgagor to RUS to evidence obligations to RUS on account of loans
made or guaranteed by RUS.
"Co-Lender Loan Agreement" shall mean the Co-Lender Loan Agreement more partiêularly described in
Schedule A hereto.
"Co-Lender Notes" shall mean the Outstanding Co-Lender Notes, Current Co-Lender Notes and Additional
Co-Lender Notes.
"Existing Facilities" shall mean the telephone system and other facilities presently owned by the Mortgagor
identified in the Granting Clause of this Mortgage.
"Interest Expense" shall have the meaning as defined in Attachment 1.
"Loan Agreements" shall mean the Co-Lender Loan Agreement and the RUS Loan Agreement.
"Majority Noteholders" shall have the meaning as defined in Section 3.3.
"Mortgage Debt Limit" shall mean the maximum outstanding principal debt owing on Notes secured under
this Mortgage, as set forth in Schedule A hereto.
"Net Income" or "Net Margins" shall have the meaning as defined in Attachment 1.
"Notes" shall mean collectively the Co-Lender Notes and the RUS Notes.
"Outstanding Co-Lender Notes" shall mean the notes evidencing outstanding indebtedness of the
Mortgagor to the Co-Lender, described under the heading "Outstanding Co-Lender Notes" in Schedule A hereto.
Page 5
"Outstanding Notes" shall mean the Outstanding Co-Lender Notes and Outstanding RUS Notes.
"Outstanding RUS Notes" shall mean the notes evidencing outstanding indebtedness of the Mortgagor to
the Government, described under the heading "Outstanding RUS Notes" in Schedule A hereto.
"Permitted Encumbrances" shall have the meaning as defined in Section 2.2(a).
"Prior Mortgages" shall mean the instruments identified as such in Schedule A hereto.
"Restated Mortgage" shall mean this Restated Mortgage, Security Agreement and Financing Statement,
including any amendments or supplements thereto from time to time.
"RUS Loan Agreement" shall mean the RUS Loan Agreement more particularly described in Schedule A
hereto.
"RUS Notes" shall mean the Outstanding RUS Notes, the Current RUS Notes, and the Additional RUS
Notes.
SECTION 1. Additional Notes
(a) Additional RUS Noles.
(i) Without the prior consent of the Co-Lender, the Mortgagor may issue Additional RUS
Notes to the Government to evidence loans made or guaranteed pursuant to the Act when
written, acknowledgment is obtained from RUS and the Co-Lender indicating that RUS'
and the Co-Lender's pro forma financial analysis of the Mortgagor, for the test year used
by RUS in establishing the economic feasibility of such loan shows that the Mortgagor
shall have a TIER of not less than 1.5; a debt service coverage (as such term is defined in
7 C.F.R. 1744.21, hereinafter "DSC") of not less than 1.25; and an Equity to Assets ratio
equal to or greater than 40%, taking into account the interest to be charged on the
Additional RUS Notes proposed to be executed and delivered to evidence such loan.
(ii) No Additional RUS Notes shall be secured by this Restated Mortgage without the prior
written consent of the Co.Lender, except as provided in the paragraph immediately
above; provided. however, no such prior written approval is required for Additional RUS
Notes which refinance, renew or substitute for any outstanding RUS Note.
(b) Additional Co-Lender Notes. No Additional Co-Lender Notes shall be secured by this Restated
Mortgage without the prior written consent of RUS; provided. however, no such prior approval is
required for Additional Co-Lender Notes whiCh refinance, renew or substitute for any outstanding
Co-Lender Note.
(c) All Additional Notes. Additional Notes shall contain such provisions and shall be executed and
delivered upon such terms and conditions as the board of directors, members, or other relevant
gover,ning bødyof the Mo.g()ratJthorizn~ the execution and delivery thereof, shall prescribe;
prviged,høver, that the øutstanding principal balances owing on the Notes shall not at anyone
time exceed the limit set forth in Schedule A (hereinafter the "Mortgage Debt Limit,") and no
Note shall mature more than fifty (50) years after the date hereof. Additional Notes, when and as
executed and delivered, shall be secured by this Restated Mortgage, equally and ratably with all
other Outstanding Notes, without preference, priority, or distinction of any Note over any other
Note by reason of the priority of the time of the execution, delivery, maturity, assignment, or
negotiation thereof. As used in this Restated Mortgage, the term "directors" includes trustees.
Page 6
SECTION 1.3 Supplemental Mortgage
The Mortgagor, when authorized by resolution(s) of its board of directors, members, or other relevant
governing body, may from time to time execute, acknowledge, deliver, record; and file mortgages supplemental to.
this Restated Mortgage which thereafter shall form a part hereof, for the purpose of formally confirming this
Restated Mortgage as security for the Notes.
ARTICLE II . PARTICULAR COVENANTS OF THE MORTGAGOR
The Mortgagor covenants with the Mortgagees and the holders of Notes secured hereby (hereinafter
collectively the "Noteholders") as follows:
SECTION 2.1 AuthorityW ExeeteAAd peUyer Note the Lon Ameienis.apd MqrwletAUAdfon
Taken; Enforceable Obligations
The Mortgagor has all requisite corporate and legal power to enter into and perform its obligations under
the Outstanding Notes, the Current Notes, the Loan Agreements, and this Restated Mortgage and to execute and
deliver Additional Notes; and all official action on its part for the execution and delivery of the Outstanding Notes,
the Current Notes, the Loan Agreements, and this Restated Mortgage has been duly and effectively taken; and the
Outstanding Notes, the Current Notes, the Loan Agreements, and this Restated Mortgage are, or when executed and
delivered wil be, the valid and enforceable obligations of the Mortgagor in accordance with their respective ttrms.
SECTION 2.2 Warrty of TiUe
(a) At the time of execution and delivery of this instrument, the Mortgagor has good and marketable
title in fee simple to the Mortgaged Property, free and clear of any deed of trust, mortgage, lien,
charge, or encumbrance thereon or affecting the title thereto, except for the following Permitted
Encumbrances:
(i) as to the Mortgaged Property that is real property, restrictions, exceptions, reservations,conditions, limitations, interests, and other matters which are set forth or referred to in
deeds or other conveyance documents, and each of which fits one or more of the clauses
of this definition; provided however, that such matters do not in the aggregate materially
detract from the value of the Mortgaged Property taken as a whole and do not materially
impair the use of such property for the purposes for which it is held by the Mortgagor;
(ii) liens for taxes, assessments, and other governmental charges which are nol delinquent;
(iii) liens for taxes, assessments, and other governmental charges already delinquent which
are currently being contested in good faith by appropriate proceedings; provided, the
Mortgagor shall have set aside on its books adequate reserves with respect thereto;
(iv) mechanics', workmen's, repairmen's, materialmen's, warehousemen's and carriers' liens
and other similar liens arising in the ordinary course of business for charges which are
not delinquent, or which are being contested in good faith and have not proceeded to
judgment; provided, the Mortgagor shall have set aside on its books adequate reserves
with respect thereto;
(v) liens in respect of judgments or awards with respect to which the Mortgagor shall in goodfaith currently be prosecuting an appeal or proceedings for review and with respect to
which the Mortgagor shall have secured a stay of execution pending such appeal or
proceedings for review; provided, the Mortgagor shall have set aside on its books
adequate reserves with respect thereto;
Page 7
(vi) easements and similar rights granted by the Mortgagor over, or in respect of, any
Mortgaged Property, provided that in the opinion of the Mortgagor's board, members,
other relevant governing body, or official acceptable to RUS, such grant wil not impair
the usefulness of such property in the conduct of the Mortgagor's business and wil not be
prejudicial to the interests of the Mortgagees, and similar rights granted by any
predecessor in title of the Mortgagor;
(vii) easements, leases, reservations, or other rights of others in any property of the Mortgagor
for streets, roads, bridges, pipes, pipe lines, railroads, electric transmission and
distribution lines, telegraph and telephone lines, the removal of oil, gas, coal or other
minerals and other similar purposes, flood rights, river control and development rights,
sewage and drainage rights, restrictions against pollution and zoning laws and minor
defects and irregularities in the record of title; provided, that the above do not materially
affect the marketability of title to such property and do not in the aggregate materially
impair the use of the Mortgaged Property taken as a whole for the purposes for which it is
held by the Mortgagor;
(viii) liens upon lands over which easements or rights of way are acquired by the Mortgagor
for any of the purposes specified in Clause (vii) of this definition, securing indebtedness
neither created, assumed, nor guaranteed by the Mortgagor, nor on account of which it
customarily pays interest, which liens do not materially impair the use of such easements
or rights of way for the purposes for which they are held by the Mortgagor;
(ix) leases existing at the date of this instrument affecting property owned by the Mortgagor
at said date which have been previously disclosed to the Mortgagees in writing, and
leases for a term of not more than two years (including any extensions or renewals)
affecting property acquired by the Mortgagor after said date;
(x) terminable or short term leases or permits for occupancy which expressly grant to the
Mortgagor the right to terminate at any time on not more than six months' notice and
which occupancy does not interfere with the operation of the business of the Mortgagor;
(xi) any lien or privilege vested in any lessor, licensor, or permittor for rent or otherobligations or acts to be performed, the payment or performance of which other
obligations or acts is required under leases, subleases, licenses or permits, so long as the
payment of such rent or the performance of such other obligations or acts is not
delinquent;
(xii) liens or privileges of any employees of the Mortgagor for salary or wages earned but not
yet payable;
(xiii) the burdens of any law, governmental regulation, or permit requiring the Mortgagor to
maintain certain facilities or to perform certain acts as a condition of the Mortgagor's
occupancy of certain real estate, or prohibiting the interference with any public lands or
any river or stream or navigable waters;
(xiv) any irregularities in or deficiencies of title to any rights-of-way for pipe lines, telephonelines, telegraph lines, power lines or appurtenances thereto, or other improvements
thereon, and to any real estate used or to be used primarily for right-of-way purposes;
provided, that in the opinion of counsel for the Mortgagor; (1) the Mortgagor shall have
obtained from the apparent owner of the lands or estates therein covered by any such
right-of-way, a sufficient right, by the terms of the instrumerit granting such right-of-way,
to the use thereof for the construction, operation, or maintenance of the lines,
Page 8
appurtenances, or improvements for which the same are used or to be used; or (2) the
Mortgagor has power under eminent domain, or similar statutes, to remove such
irregularities or deficiencies;
(xv) rights reserved to, or vested in, any municipal, governmental, or other public auth~rity to
control or regulate any property of the Mortgagor, or to use such property in any manner,
which rights do not materially impair the use of such property, for the purposes it is held
by the Mortgagor;
(xvi) any obligations or duties affecting the property of the Mortgagor, to any municipal,
governmental, or other public authority with respect to any franchise, grant, license or
permit;
(xvii) any right which any municipal, governmental, or other public authority may have byvirtue of any franchise, license, contract or statute (1) to purchase, (2) to designate a
purchaser of, or (3) to order the sale of, any property of the Mortgagor upon payment of
cash or reasonable compensation therefor; or to terminate any franchise, license or other
rights; or to regulate the property and business of the Mortgagor; provided however, that
nothing in this clause is intended to waive any claim or rights that the Government may
otherwise have under federal laws;
(xviii) any lien required by law or government regulation as a condition to the trans'action of anybusiness or the exercise of any privilege or license, or to enable the Mortgagor to
maintain self-insurance or to participate in any fund established to cover any insurance
risks or in connection with workmen's compensation, unemployment insurance, old age
pensions, or other social security, or to share in the privileges or benefits required for
companies participating in such arrangements; provided however, that nothing in this
clause is intended to waive any claim or rights that the Government may otherwise have
under federal laws;
(xix) liens arising out of any defeased mortgage or indenture of the Mortgagor;
(xx) the undivided interest of other owners, and liens on such undivided interests, in property
owned jointly with the Mortgagor, as well as the rights of such owners to such property
pursuant to the ownership contracts; and/or
(xxi) this Restated Mortgage and any Prior Mortgages.
(b) The Mortgagor warrants that it has good right and lawful authority to mortgage the Mortgaged
Property for the purposes herein expressed.
(c) At the time of execution and delivery of this Restated Mortgage, the Mortgagor lawfully owns and
is possessed of the personal property described in the Granting Clauses herein, free and clear of
any deed of trust, mortgage, lien, charge, or encumbrance thereon or affecting the title thereto,
except Permitted Encumbrances.
SECTION 2.3 Mainl,in SupriotJ" otMo .M-AçqrePrope. Furer Asuroces,aP.d
Recording
(a) The Mortgagor will, so long as any of the Notes shall be outstanding, maintain and preserve the
lien of this Restated Mortgage superior to all other liens atlecting the Mortgaged Property, and
wil execute, file and/or record such financing statements, continuation statements, mortgages or
other security instruments as necessary to maintain such superior lien and will forever warrant and
defend the title to said property against any and all claims and demands whatsoever.
Page 9
(b) All property of every kind acquired by the Mortgagor after the date hereof, shall, immediately
upon the acquisition thereof by the Mortgagor, and without any further mortgage, conveyance, or
assignment, become subject to the lien of this Restated Mortgage. Nevertheless, the Mortgagor
wil do, execute, acknowledge, and deliver any and all such further acts, conveyances, mortgages,
security agreements, tïnancing statements, and assurances as either Mortgagee shall require for
accomplishing the purposes of this Restated Mortgage.
(c) The MòrtjagØr wi. cause this Restated MQrtge and al suplernenla mortgages and other
instrumentsQf furher assurance, including all financing slatetnentseovetihg security interests in
persnalptQpêriy, té. be promptly recorded, regiiered and filed, and will execute and file such
flnaneiiigštalcmients and cause to be issued and filed such continuation statements, all in such
manner and place as may be required by law, or requested by either Mortgagee, fully to preserve
and protect the rights of the Mortgagees and Noteholders hereunder to the Mortgaged Property.
SECTION 2.4 Negative Pledge
The Borrower shall not create, incur, or suffer any lien, mortgage, pledge, assignment, or other
encumbrance on, or security interest in, the Mortgaged Property, other than the Permitted Encumbrances.
SECTION 2.5 Payment of Taxes
The MortgagQr willptonltly payordishllfge any and all obligations for which, or on account of which,
any liim. chdm,ot charge against the Mortgor's proper might exist or could be created, and for any and all
IawCtiaxes. rates, levies, or asesents impøsed uPQíl, or accruing upon, any of the Mortgagor's property
(Wheher taxed to the Mortgor or to.aílY Notebolder), franchises, earnings, or businesses, as and when the same
shallberQme due and payable; andwhenevet called upon to do so, the Mortgagor wil furnish to the Mortgagees or
to any Noteholder adequate proof of such payment or discharge.
SECTION 2.6 Payment or Notes and Secured Obligations
The Mortgagor wil duly and punctually pay the principal and interest on the Notes, at the time, place, and
manner provided therein, according to the true intent and meaning thereof, as well as all other sums becming due
hereunder.
SECfION 2.7 Prepayment or Co-Lender Notes and RUS Notes
The Mortgagor may at any time make prepayments on account of all or part of the principal of the Notes to
the extent and in the manner therein provided and as set forth in the applicable Loan Agreement; provided that any
suehprepaynintsbaU beappüedpl'l11a to iñe RUSNotes and the Co-Lender Notes, according to the proportions
iñtiñea¡gegate unpad prinoipd amøuntof the RUS Notes and.tlie a~gate unpaidpripal amount of the Co-
Lender Notes resectiv.ely, bear .wthe agggate unpaipriclpal aiunt øftbeRlfS Note and theCa-Lender
Notes collectively. øU tile date of prepayment and shall be applied to. suolinotesand inSlaUmentstbereof as may be
desgnated by the iespelivelKtehotders at the iime.of an)' sucllprpayreni. For purpof tbis seioii. dellvery
by the Mol'gagor of anY nQte which renews Or is in sustitution for an outStandjng 1l0teshall not be considered a
prepaymentlirçndennd deliv~ryofareflnacingnote ~hal1 not be considered a prepayment provided that "the
refißancin~note wiU..esult in (1) an çnomic benefltdefined as a piesent valueSlvings whim compain$ the ~li
Clowsof thetefiiinoinR l)Øtc wiihlli 9asb Cløws ofiñe note being refinancedi (2) wi nCltcauSe the. TIER. as of the
mOSlrecenl Dember 31 Ri.S Form 419, when ieclöUated by substuting the iiotuai interest expense of the
note
to be refinanced with the projected interest expense of the renaiclngnate. lö bel~dian th Kleaterofthe.TIEIt
before such recalculation or 1.5; and (3) will not cause the PSC as of Un, mos rec~nt Qecember 31 RUS Form
419.
whmrcicacuJated bY Sy1titl,tmgthescheduledptincipal payments of the note to be refunded with the schtduled
principal repaynie,OtSoftt,refiiiancing note, kibeless than 1.25. Additionally, the Majority RUS Noteholdl:s and
the Majority Co.I.nder Nøleholdersmay.ii thaI such noteholder shall not be paid the pro rata prepayment to
whicllsueñ nOtcooIder may l:e.ent~d hereunder.
Page 10
SECTION 2.8 Restrictions on Transfers of Property
Except as provided in Section 2.9 below, the Mortgagor shall not sell, lease or transfer any Mortgaged
Property to any other person or entity (including any subsidiary or affiiate of the Mortgagor) without the prior
written consent of the Mortgagees.
SECTION 2.9 Disposal of Obsolete or Damaged Mortgaged Property
So long as the Mortgagor is not in default hereunder, the Mortgagor may, without obtaining the consent of
the Mortgagees or Noteholders, sell or otherwise dispose of, free from the lien hereof, any of its property which is
neither necessary to, nor useful for, the operation of the Mortgagor's business, or which has become obsolete, worn
out, damaged, or otherwise unsuitable for the purposes of the Mortgagor; provided, however, that the Mortgagor
shall to the extent necessary; (1) replace the same with other property of the same kind and nature, or substitute
thereof, which shall be subject to the lien hereof, free and clear of all prior liens, and apply the proceeds, if any,
derived from the sale or disposition of such property, which are not needed for the replacement thereof, to the
prepayment of the outstanding indebtedness on the RUS Notes and Co-Lender notes in the proportions which the
aggregate principal balances then owing on the RUS Notes and the agggate principal balances then owing on the
Co-Lender Notes, respectively, bear to the aggregate principal balances than owing on the RUS Notes and the Ca-
Lender Notes, c.ollectively, and shall be applied to such notes and installments thereof as may be designated by the
respective Noteholders at the time of any such receipt; (2) immediately upon the receipt of the proceeds of any sale
or disposition of said property, apply the entire amount of such proceeds to the prepayment of the indebtedness
evidenced by the Notes in proportion and manner as provided for in (1) above; or (3) deposit all or such part of the
proceeds derived from the sale or disposition of said property into such bank accounts as the Mortgagees shall
specify, and shall use the same only for such additions to, or improvements in, the Mortgaged Property, on such
term and conditions as the Mortgagees shall specify.
SECTION 2.10 Maip_nçe PrervtÎonand QperatÎOJ otMorted Prpert
(a) At all times the Mortgagor wil maintain and preserve the Mortgaged Property in good repair,working order, and condition, and wil, subject to contingencies beyond its reasonable control,
keep its plant and properties in continuous operation, and from time to time make all needed and
proper repairs, renewals, replacements, useful and proper alterations, additions, betterments and
improvements, and use all reasonable dilgence to furnish the subscribers served by it through the
Mortgaged Property with adequate telecommunications and broadband telephone service.
(b) If in the sole judgment of either Mortgagee, the Mortgaged Property is not being maintained andrepaired in accordance with paragraph (a) of this Section, either Mortgagee may send the
Mortgagor a written report of needed improvements, upon receipt of which the Mortgagor wil
promptly undertake to accomplish such improvements.
SECTION 2.11 Mortgaged Property to be Purchased Free of Encumbrances
Except as specitïca1l111uthoriied in writing in advance by the Mortgagees, the Mortgagor win purchase all
materials, equipment, supplies,ilind rep1äcements to be incorporated in, or used in connection with, the Mortgaged
Property outright, and notsubj.ectQán1 conditional sales agreement, chattel mortgage, bailment lease, or other
agreement reserving to thesêllerá"Y r'gbt. title, or lien.
SECTION 2.12 Insurance Requirements; Application of Insurance Proceeds
(a) The Mortgagor shall take out and maintain insurance on the property acquired with the Loan in
accordance with 7 C.F.R. Part 1788.
(b) Sums recovered under any policy or fidelity bond by the Mortgagor or any Noteholder for a loss
of funds advanced under the Notes or for any loss under such policy or bond shall, unless applied
Page 11
as provided in 7 C.P.R. Part i 788, be used to IÏnance conslruction of utiliy plant secured or to be
secured by this Restated Mortgage, or, unless otherwise directed by the Mortgagees, be applied to
the prepayment of the Outstanding Notes, and shall be applied to such Notes and installments
thereof as may be designated by the respective Noteholders "at the time of receipt. At the request
of either Mortgagee, the Mortgagor shall exercise such rights and remedies under such policy or
fidelity bond as designated by such Mortgagee, and the Mortgagor hereby irrevocably appoints
each Mortgagee as its agent to exercise such rights and remedies under such policy or ~nd as
each Mortgagee may choose, and the Mortgagor shall pay all costs and reasonable expenses
incurred by the Mortgagee(s) in connection with such exercise.
SECTION 2.13 When Mortgage Lien Attaches to Vehicles, Ships. Etc.
In the event the Mortgagor has or suffers a deficit in Net Income or Net Margins, during any fiscal year
while any of the Notes are outstanding, the Mortgagor wil at any time, upon written demand of either Mortgagee,
make, execute, acknowledge and deliver or cause to be made, executed, acknowledged, and delivered all such
further and supplemental indentures of mortgages, security agreements, financing statements, instruments, and
conveyances, and take or cause to be taken all such further action, as may be requested by the Mortgagee, in order to
attach to this Restated Mortgage, as Mortgaged Property, and to subject to all the terms and condiiions of this
Restated Mortgage, all righi, title, and interest of the Mortgagor in and to, all or in parI, the automobiles, lrucks,
tractors, trailers, aircraft, ships, boats and other vehicles then or thereafter owned or acquired by the Mortgagor.
From Ihe moments of such written demand by the Mortgagee, such vehicles shall be deemed part of the Mortgaged
Property for all purposes hereof.
SECTION 2.14 Application of Proceeds from Eminent Domain
In the event the Mortgaged Property, or any part thereof, shall be taken under the power of eminent
dbmain, all proceeds and avails therefrom, except to the extent that all Noteholders shall consent to other use and
application thereof, shall forthwith be applied by the Mortgagor: First, to the ratable payment of any indebtedness by
this Restated Mortgage secured other than principal or interest on the Notes; Second, to the ratable payment of
interest which shall have accrued on the Notes and be unpaid; Third, to the ratable payment of, or on account of, the
unpaid principal of the Notes and to such installments thereof as may be designated by the respective Noteholders at
the time of any such payment; and if any, the balance shall be paid to whosoever shall be entitled thereto.
SECTION 2.15 Compliance with Loan Agreements
The Mortgagor will well and truly observe and perform all applicable covenants, agreements, terms, and
conditions contained in the Loan Agreements.
SECTION 2.16 COVllnats for Umite ;Yabilty Companies andSlnilar Momcørs
Mortgagors which are limited liabilty companies or similar organizations agree that:
(a) The death, retirement, resignation, expulsion, termination, bankruptcy, or dissolution of any
member or the occurrence of any other event that terminates the continued membership of any
member shall not cause the Mortgagor to be dissolved or its affairs to be wound up;
(b) Prior to the date on which any and all Notes are discharged in full, the Mortgagor shall not be
dissolved or terminated;
(c) The organizational documents of the Mortgagor shall contain provisions reflecting the obligations
of the Mortgagor in paragraphs (a) and (b) immediately above and such provisions shall not be
amended without the prior written consent of the Mortgagees.
Page 12
SECTION 2.17 Government to be Noteholder
At all times when any Note is held by the Government, or in the evenl the Governmenl shall assign an
Additional Note without having insured the payment of such Note, this Restated Mortgage shall secure payment of
such Note for the benefit of the Government or such uninsured holder thereof, as the case may be. Whenever any
Additional Note may be sold to an insured purchaser, it shall continue to be considered a "Note" as defined herein,
but as i? any such insured Note, the Government, and not such insured purchaser, shall be considered and shall have
th~ riglîts of 11:~ NC:tl.holder for purposes of lhisRestate Mortgage. Notice of the ri$ll$of the Government under
th~ preceding~ntenceshaii be set forth in all such insur Notes. As toaJ11Note wlîicb ~cl~esa loan made by
a thiJ'paty len~el' l. the Mortgagor and guanteed by the Government,iictng through lhe¡\dministrator, pursuant
to the. Act, the Goverment and not such thid party leD(er shall be considel~ to be and shaUhavethe tights of the
Noteholder for purposes of this Restated Mortgage.
SECTION 2.18 Mortgagees Right to Expend Money to Protect Mortgaged Property
If inuliY respt the Mortgagol" failS to èOmply with the covenants and conditions herein contained
regarding the ptQl'g of insurance, thepa)'rint of taes, assessments, and other charges, the keeping of the
Mortgaed PropertY inrepairand free ofUensand othr claims, or to comply with any other covenant contained in
thiskeslat~ Møngage or the Loan Agreement, the Mortgagees shall have the right, without prejudice to any other
remedies arising by reason of such default: (1) to advance or expend moneys for the purpose of procuring such
insurance, or for the payment of insurance premiums, taxes, assessments or other charges; (2) to save the Mortgaged
Property from sale or forfeiture for any unpaid tax, assent, or otbeiwisøj.(3)1Ø re~mthesiue fll1 any ta Of
other sale; (4) to purchase any tax title thereon; (S)to reove .or I'urçhiiany l1eçniçs' lknor other
encumbrance thereon; (6) to make repairs thereon; (7) to comply With anyotbør Çovenimt hel'ein()riiain~; (8) to
prosecute and defend iinysuit in relation to tile MOi1g~ Proer; or (9)ìnanymannel'. ioprotept the Mi.nigage.d
Properry and the title thereto, All sums i;.a.dvancd for any of the afotèsídpurpes wíthin~rl't tJireon.a.tthe
highest. legal rate, bul not in e~eesøf twelveperceni (12%) pel' annum. shall be. d~medaeharge i.B th~
Mortgaged Properly fn ihesai:malil1er as the Notes at ihetime outstanding areS(ur~ and Shall he forthwitbpad
to i.e Mortgageè upon demand. ltshaUnot be obligatory for the Mortgagees in making any such advances or
expenditures to inquire inio the validity of any such title, tax, assessment, sale, mechanics' lien, or other
encumbrance thereof.
ARTICLE III- REMEDIES OF THE MORTGAGEES AND NOTEHOLDERS
SECTION 3.1 Events of Default:
Each of Ihe fol1owing shaH be an "Event of Default" under this Restated Mortgage:
(a) Non-Payment. The nonpayment of any required and due instaHment of interest on, or principal of,
any Note, whether by acceleration or otherwse, which continues for five (5) consecutive Business
Days;
(b) Representations and Warranties. Any representation or warranty made by the Mortgagor herein
or in the Loan Agreements or any certificate furnished to RUS or the Co-Lender hereunder or
under the Loan Agreements shall prove to have been incorrect in any material respect at the time
made and shall at the lime in question be untrue or incorrect in any material respect and remain
uncured;
(c) Limited Liability Company. Default by the Mortgagor or its members in the observance orperformance of Section 2.16 hereof; .i
(d) Oiher Covenants. Default by the Mortgagor in the observance or performance of any other
covenant or agreement contained herein or in the Loan Agreements, which shall remain
Page 13
un remedied for thirty (30) calendar days, after written notice thereof had been given to the
Mortgagor by RUS or the Co-Lender;
(e) Adverse Effects. The Mortgagor shall forfeit or otherwise be deprived of its charter, articles oforganization, franchises, permits, easements, consents, or licenses required to carryon any
material portion of its business, or the Mortgagor fies for, or an event occurs, which can
reasonably be expected to result in its dissolution or terminaiion;
(l) Other Obligations. Default by the Mortgagor in the payment of any obligation, whether direct or
contingent, for borrowed money in excess of ten thousand dollars ($10,000.00) or in the
performance or observance of the terms of any instrument pursuant to which such obligation was
created or securing such obligation which default shall have resulted in such obligation becoming
or being declared due and payable prior to the date on which it would otherwise be due and
payable;
(g) Bankruptcy. A court having jurisdiction in the premises shall enter a decree or order for relief
with respect to the Mortgagor in an involuntary case under any applicable bankruptcy, insolvency,
or other similar law now or hereafter in effect: (1) appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator, or similar official, or (2) ordering the winding up or liquidation of
its affairs; or the Mortgagor shall commence a voluntary case under any applicable bankluptcy,
insolvency or other similar law now or hereafter in effect, or under any such law, or consent to the
appointment or taking possession by a receiver, liquidator, assignee, custodian or trustee, of a
substantial part of its property, or make any general assignment for the benefit of creditors;
(h) Dissolution or Liquidation. Other than as provided in the immediately preceding subsection, the
dissolution or liquidation of the Mortgagor, or the filing of such by the Mortgagor;
(i) Impaired Business. The failure by the Mortgagor to promptly forestall or remove any execution,
garnishment or attachment of such consequence as shall impair its abilty to continue its business
or fulfil its obligations and such execution, garnishment or attachment shall not be vacated within
thirty (30) days; and
(j) Payment of Final Judgment. A final judgment in an amount of ten thousand dollars ($10,000.00)
or more shall be entered against the Mortgagor and shall remain unsatisfied or without a stay in
respect thereof for a period of thirty (30) days.
SECTION 3.2 Acceleration of MaturitYi Annulment of Acceleration
(a) If any Event of Default has occurred and is continuing, the Mortgagees and/or any other
Noteholder may, by notice in writing to the Mortgagor and delivery of a copy thereof to the other
Noteholders, if any, declare all unpaid principal and accrued interest on any or all of their
respective Notes to be due and payable immediately; and upon any such declaration, all such
unpaid principal and accrued interest shall immediately become due and payable, notwithstanding
anything contained herein or in any Note to the contrary.
(b) If after the unpaid principal and accrued interest on any of the Notes shall have been so declared lo
be due and payable, all payments in respect of principal and interest which have become due and
payable by the terms of such Note(s) shall be paid to the respective Noteholders, and all other
defaults hereunder and under the Notes shall have been made good or secured to the satisfaction of
all of the Noteholders, the Noteholder(s) which have declared the principal and interest on Notes
held by such Noteholder(s) to be due and payable may, by written notice to the Mortgagor and
delivery of a copy thereof to the other Noteholders, annul such declaration or declarations and
waive such default(s) and consequences thereof, with such waiver not extending to or affecting
any subsequent default or impairing any right consequent thereon.
Page 14
SECTION 3.3 Remedies of Majority Noteholders
If any Events of Default has occurred and is continuing, the holder or holders of not less than a majority of
the total amount of principal outstanding on the notes, (hereinafter called the "Majority Noteholders,") for itself or
themselves, and as the agent or agents of the other Noteholders, personally or by attorney, in its or their discretion,
may, insofar as not prohibited by law:
(a) (i) take immediate possession of the Mortgaged Property, (ii) collect and receive all credits,
outstanding accounts, bills, receivables, rents, income, revenues, and profits of the Mortgagor,
pertaining to or arising from the Mortgaged Property, or any part thereof, and issue binding
receipts therefor; and (iii) manage, control, and/or operate the Mortgaged Property as fully as the
Mortgagor might do if in possession thereof, including, without limitation, the making of all
repairs or replacements deemed necessary or advisable;
(b) Majority Noteholders, or any employee or agent of it, is hereby constituted and appointed as true
and lawful attorney-in-fact of the Mortgagor with full power to (i) notify or require the Mortgagor
to notify any and all customers that the Mortgaged Property has been assigned to Mortgagees
and/or that Mortgagees have a security interest in the Mortgaged Property; (ii) sign and endorse
the name of the Mortgagor upon any notes, checks, acceptances, drafts, money orders, or other
instruments of payment (including payments made under any policy of insurance) that may come
into possession of Majority Notcholders or Mortgagees, or upon any invoice, freight or express
bil, bil of lading, storage or warehouse receipt, assignment, verification, or notice in connection
with receivables, all in full or part payment of any amount owing to any Noteholder; (iii) send
requests for verifications of Mortgaged Property to customers or account debtors; (iv) sell, assign,
sue for, collect, or compromise payment of all or any part of the Mortgaged Property in the name
of the Mortgagor or in its own name, or make any other disposition of Mortgaged Property, or any
part thereof, for cash, credit, or any combination thereof; granting to the Majority Noteholders, as
the attorney-in-fact of the Mortgagor, full power of substitution and full power to do any and all
things necessary to be done in and about the premises fully and effectually as the Mortgagor might
or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof. The Majority Noteholders, Mortgagees, their
employees, or agents shall not be liable for any act, omission, error of judgment, or mistake of fact
or law in its capacity as attorney-in-fact. This power of attorney is coupled with an interest and
shall be irrevocable during the term of this Restated Mortgage so long as any Notes shall remain
outstanding;
(c) proceed to protect and enforce the rights of the Mortgagees and the rights of the Noieholdcr(s)under this Restated Mortgage by suits or actions in equity or at law in any court of competent
jurisdiction, whether for specific performance of any covenant or any agreement contained herein,
for aid of execution of any power herein granted, for foreclosure hereunder, for sale of the
Mortgaged Property, or any part thereof, for collection of debts hereby secured, or for enforcement
of other appropriate legal or equitable remedies as may be deemed most effectual to protect and
enforce the rights and remedies herein granted or conferred; and in the event any such action or
suit is instituted, the Majority Noteholders shall have the right to have appointed a receiver of the
Mortgaged Property and of all rents, income, revenues, and profits pertaining thereto, or arising,
derived, received, or had therefrom, from the commencement of such suit or action. Such receiver
shall have all the usual powers and duties of receivers, in like and similar cases, to the) fullest
extent permitted by law; and if application shall be made for the appointment of a receiver, the
Mortgagor hereby expressly consents that the court to which such application shall be made may
make said appointment;
(d) sell or cause to be sold the Mortgaged Property, all or in part, and all right, title, interest, claim,
and demand of the Mortgagor therein or thereto, at public auction in any county in which the
property to be sold is located, at such time, place, and manner as may be specified in the notice of
Page 15
sale, containing a brief general description of the property to be sold, giving a copy thereof to the
Mortgagor by mail at least fifteen (15) days prior to the date fixed for such sale, and publishing the
same once in each week for two successive calendar weeks prior to the date of such sale in a
newspaper of general circulation published in said county, or if no such newspaper is published in
such county, in a newspaper of general circulation in such county, the first such publication to be
not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for such sale.
Any sale made under this subparagraph may be adjourned from time to time by announcement, at
the time and place appointed for such sale or adjoured sale(s); and without further notice or
publication the sale may be had at the time and place to which the same shall be adjourned;
provided, however, that in the event another or dilerent notice of sale or another or different
manner of conducting the same shall be required by law, the notice of sale shall be given or the
sale shall be conducted, as the case may be, in accordance with the applicable provisions of law.
The expenses incurrd by the Mortgagee(s), including but not limited to receiver's fees, attorneys'
fees, cost of advertisement, and agents' compensation, in the exercise of any of the remedies
provided in this Restated Mortgage shall be secured by this Restated Mortgage; and
(e) enler and/or remain upon the premises of the Mortgagor without any obligation to pay rent to the
Mortgagor or others, or any other place(s) where any of the Mortgaged Property is located and
kept, and: (i) remove the Mortgaged Property therefrom in order to maintain, collect, sell, and/or
liquidate the Mortgaged Property or, (ii) use such premises, together with materials, supplies,
books, and records of the Mortgagor, to maintain possession and/or the condition of the
Mortgaged Property, and to prepare the Mortgaged Property for sale, liquidation, or collection.
Mortgagees may require the Mortgagor to assemble the Mortgaged Property and make it available.
to Mortgagees at a place to be designated by Mortgagees.
SECTION 3.4 Rights and Remedies of Noteholders
If, within thirty (30) days after the Majority Noteholders shall have had knowledge of the happening of an
Event or Events of Default, the Majority Noteholders shall not have proceeded to exercise the rights and enforce
each of the remedies herein or by law conferred upon or reserved to the Mortgagees or to said Majority Noteholders,
then, and only then, any Noteholders, including the Majority Noteholders, and/or any Mortgagee may proceed to
exercise any such right or rights and remedy or remedies not being enforced by the Majority Noteholders. Nothing
contained in this Mortgage shall affect or impair the right, which is absolute and unconditional, of any holder of any
note which may be secured hereby to enforce the payment of the principal of or interest on such note on the date or
dates any such interest or principal shall become due and payable in accordance with the terms of such note.
SECTION 3.5 Rigbt to Purcbase Mortaged Property
At any sale hereunder any Noteholder or Mortgagee shall have the right to bid for and purchase the
Mortgaged Property, or $l.ehpart thereof as shall be offered for sale, and any Noteholder or Mortgagee may in lieu
of actual payment of the pur(thøeprice¡ setoff against the purchase price the amount owing to said Noteholder or
Mortgagee secured hereuder and such set off amount shall be credited as a payment on account of principal and
interest on the Note(s)held~YSuc:h NOlebolder:. .
SECTION 3.6 Right of Set.Off and Recoupment
Any Noteholder or Mortgagee shall have the right, without prior notice to the Mortgagor, to exercise rights
of setoff, recoupment, or any counterclaim and apply any and ill amøunlS held or hete;et held Pt~t.N~teholder
or Mortgagee, owed to the Mortgagor, or for the credit of the Mörtgäl', apist a:n¥ and all Qftli~ Notes.
Noteholders and Mortgagees agree to notify the Mortgagorprornptly aftetiiny Slcb setOff Qrrecupmellt and the
application thereof; provided that the failure to give such ßo.tiæ shall notåf!'l the ~í4ity ØfslJ;h setoff,
recoupment or application. Mortgagor waives all rights of setoff, deduction, recoupment, or counterclaim.
Page 16
".
SECTION 3.7 Application of Proceeds from Remedial Actions
Any proceeds or funds arising from the exercise of any rights or the enforcement of any remedies herein
provided after the payment, or provision for the payment, of any and all costs and expenses in connection with the
exercise of such rights or the enforcement of such remedies shall be applied: First, to the payment of indebtedness
hereby secured other than the principal or interest on the Notes; Second, to the ratable payment of interest which
shall have accrued on the Notes and which shall be unpaid; Third, to the ratable payment of, or on account of, the
unpaid principal ('f the Notes, and the balance, if any, shall be paid to whomsoever shall be entitled thereto.
SECTION 3.6 Notice of Default
The Mortgagor covenants that it wil give immediate written notice to the Mortgagees and to all
Noteholders of the occurrence of an Event of Default, or in the event that any right or remedy described in Sections
3.2,3.3,3.4,3.5 or 3.6 of this Article II is exercised or enforced, or of any action taken to exercise or enforce any
such right or remed y.
SECTION 3.7 Remedies Cumulative, No Election
Every right or remedy herein conferred upon or reserved to the Mortgagee(s) or to the Noteholder(s) shall
be cumulative and shall be in addition to every other right and remedy given hereunder, or now or hereafter existing
at law, in equity, or by statute. The pursuit of any right or remedy shall not be construed as an election.
SECTION 3.8 Waiver of Appraisement Rights, Marshaling of Assets Not Required
The Mortgagor, for itself and for all who may claim through or under it, covenants that it will not at any
time insist upon or plead, or in any manner whatsoever, claim or take the benefit or advantage of, any appraisal,
valuation, stay, extension, or redemption laws, now or hereafter in force in any locality where any of the Mortgaged
P.I'Ppe1' may besituii~dl in order to proveni. delay ior hinder the enforcement or foreclosure of this Restated
Mi:mgagel Qr theabsølu~~leof the Mort Property, or any part thereof, or the final and absolute putting into
PQ$K$Sion tbr~t immeiately afteNueh sal~ of th purhaser(s) thereat, and the Mortgagor, for itslf and for all
whomay.clairi thn)ugh (;1' under it, hereby waiveslhe beefit of all such laws, unless such waiver shall be forbidden
by law_ Vnd.et noçirçumstançe shall there be any marshalling of assets upon any foreclosure or other enforcement
of this Restated Mortgage.
SECTION 3.9 Rights as Secured Party
Mortgagees shall have, in addition to any other rights and remedies contained in this Restated Mortgage,
and in any other agreements, guarantees, notes, mortgages, instruments, and documents heretofore, now, or at any
time hereafter executed by the Mortgagor and delivered to Mortgagee(s), all of the rights and remedies of a secured
party under the VCC in force in the state of the Mortgagor's organization and all jurisdictions where the Mortgaged
property is located, all of which rights and remedies shall be cumulative, and nonexclusive.
Section 3.10 Federal Communications Commission Matters.
Notwithstanding any other provision of this Restated Mortgage, the following provisions shall be
applicable in the event that the Mortgaged Property includes (to the extent such property can be included under the
applicable law) licenses, permits, or similar rights granted by the Federal Communications Commission (hereinafter
referred to as the "FCC") to the Mortgagor (such licenses, permits or similar rights hereinafter referred to as "FCC
Licenses:")
(a) Any loss, revocation, foreclosure on, sale, transfer, or other disposition qf FCC Licenses by the
Mortgagee(s) shall be pursuant to Section 31O(d) of the Communications Act of 1934, as
amended, and applicable rules and regulations thereunder, and, if and to the extent required
thereby, subject to the prior approval or notice to and non-opposition of the FCC.
Page 17
(b) If an Event of Default shall have occurred and be continuing, the Mortgagor shall take any action
which the Mortgagees may request in order to transfer and assign to the Mortgagees, or to such
one or more third parties as the Mortgagees may designate, or to a combination of the foregoing,
each FCC License held by the Mortgagor. The Mortgagees are empowered, to the extent
permitted by applicable law, to request the appointment of a receiver from any court of competent
jurisdiction. Such receiver may be instructed by the Mortgagees to seek from the FCC an
involuntary transfer of control of each such FCC License for the purpose of seeking a bona fide
purchaser to whom control wil ultimately be transferred. The Mortgagor hereby agrees to
authorize such an involuntary transfer of control upon the request of the receiver so appointed and,
if the Mortgagor shall refuse to authorize the transfer, its approval may be required by the court.
Upon the occurrence and during the continuance of an Event of Default, the Mortgagor shall
further use its best efforts to assist in obtaining approval of the FCC and any state regulatory
bodies, if required, for any action contemplated by this Restated Mortgage, including, without
limitation, the preparation, execution and fiing with the FCC and any state regulatory bodies of
the assignor's or transferor's portion of any application or applications for consent to the
assignment of any FCC license or transfer of control necessary or appropriate under the rules and
regulations of the FCC or any state regulatory body for approval or non-opposition of the transfer
or assignment of any portion of the Mortgaged Properly, including, without limitation any FCC
License.
(c) The Mortgagor acknowledges that the assignment, transfer, loss, or revocation of any FCC
License is integral to the Mortgagees' realization of the value of the Mortgaged Propert, that
there is no adequate remedy at law for failure by the Mortgagor to comply with the provisions of
this Section and that such failure would not be adequately compensable in damages, and t~erefore
agrees, without limiting the rights of the Mortgagees to seek and obtain specifc performance of
other obligations of the Mortgagor contained in this Restated Mortgage, that the agreements
contained in this Section may be specifically enforced.
(d) In accordance with the requirements of 47 C.F.R. Section 22.937, or any successor provision
thereto, the Mortgagees shall notify the Mortgagor and the FCC in writng at least ten (10) days
prior to the date on which the Mortgagees intend to exercise their rights under this Restated
Mortgage or any other document or instrument relating to the Notes, by foreclosing on, or
otherwise disposing of any Mortgaged Property in connection with which such notice is required
pursuant to 47 C.F.R. Section 22.937 or any successor provision thereto.
ARTICLE iv - POSSESSION UNTIL DEFAULT-DEFEASANCE CLAUSE
SECTION 4.1 Possession until Default
UntUone øtlJ0re of the Events of Default habappned, theMoitgaorsbil bê petmuø~ \0 retain actual
possession ofthe MortgagØd Property, and to manage, operate anduslbesameandany PJl'theroot.with the rights
and franchises appetUÚinlt thereto, and tocøl1ect, recive, take,useandenjoytberents,reven\les.iss~s, earnings,
income, product9,and profits thereof or therefro~subject to tbe provisions of this Resate.d tvortgage.
SECTION 4.2 Defeasance
If the Mortgagor shaH payor cause to be paid the wtleamotint of the principal and .inter~ton the1søLes at
the time and manner therein provided, according to the tru intentaO meang thereof, and slialal~ plyorcause
to be paid all other sums payable hereunder by the MorlllKOrancl shallwell and truly keepl'lfid Perforaccrding
to the true intent and meaning of this Restated Mortgge ailcovenants hein required to bekttand ~orm by
it, then and in that case, all property, rights, and interests hereby conveyed, assigned, or pledged shall revert to the
Mortgagor, and the estate, right, title and interest of the Mortgagees and the Noteholders shall thereupon cease,
determine, and become void and the Mortgagees and the Noteholders, in such case, on written demand of the
Page 18
Mortgagor, but at the Mortgagor's cost and expense, shall enter satisfaction of this Restated Mortgage upon the
record. In any event, each Noteholder, upon payment in full to him by the Mortgagor of all principal and interest on
any Note held by him, and the payment and discharge by the Mortgagor of all charges due such Noteholder
hereunder, shall execute and deliver to the Mortgagor such instrument of satisfaction, discharge, or release as shall
be required by law in the circumstances.
ARTICLE V . MISCELLANEOUS
SECTION 5.1 Mortgage to Bind and Benefit Successors and Assigns
All of the covenants, stipulations, promises, undertakings, and agreements herein contained by, or on behalf
of, the Mortgagor shall bind its successors and assigns, whether so specified or not, and all tites, rights, and
remedies hereby granted to, or conferred upon, the Mortgagees shall pass to and inure to the benefit of the
successors and assigns of the Mortgagees and shall be deemed to be granted or conferred for the ratable benefit and
security of all who shall from time to time be the holders of Notes executed and delivered as herein provided.
SECTION 5.2 Headings
The descriptive headings of the various articles of this Restated Mortgage were formulated and inserted for
convenience only and shall not be deemed to affect the meaning or construction of any provision hereof.
SECTION 5.3 Notices
All demands, notices, reports, approvals, designations, or directions required or permitted to be given
hereunder shall be given or made in writing (including, without limitation, by telecopy) and delivered to the
intended recipient at the "Address for Notices" specified in Schedule A; or, as to any party, at such other address as
shall be designated by such party in a notice to each other party. All such communications shall be deemed to have
been duly given when transmitted by telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as provided for herein. The Addresses for Notice of the respective parties
are set forth in Schedule "A."
SECTION 5.4 Mortgage Deemed Security Agreement
To the extent that any of the property described or referred to in this Restated Mortgage is governed by the
provisions of the vee, this Restated Mortgage is hereby deemed a "security agreement" under the Vec. The
mailing addresses of the Mortgagor, as debtor, and of the Mortgagees as secured parties, are as set forth in Schedule
"A."
SECTION 5.5 Mortgagees Right to File Financing Statements
Mortgagees shall have the right to fie such financing statements and continuation statements on behalf of
itself, as secured party, and Mortgagor, as Debtor, as Mortgagees deem necessary to perfect a first lien on the
Mortgaged Property and to maintain and preserve such perfected first lien as long as any Note remains outstanding.
Mortgagor shaJJ reimburse the Mortgagees for any expenses incurred in the exercise of this right.
SECTION 5.6 Severabilty Cause
If any provision of this Restated Mortgage shall Cor any ~n be found or held mVlllid .OI UllêrforCêllle
by any governmental agency or court of competent jurisdiction, suçh invalid it)' or unenførceabiltyshaUnotaff~t
the validity, legality, and enforceability of the remainder Otsuc) provison, nor any otheIprovisi()~.thereohndtliis
Restated Mortgage shall survive and be construed as ifsuli invaüd. or unenforceable provision had not been
contained therein. Any invalidity or unenforceability as to any Morieehereunder shall noiafector impathe
rights hereunder of any other Mortgagee.
Page 19
SECON S.7 lødemnfidltlon by Moi1gpofMortge
The MortgliGôrligrt$fO;intemif tbe MoTtgtgesagàt aiyJiailt)' or damagês which ltmay incur Ør
sustan intheexerei~ and pel'ormnçeof its rlghtfulpøwers and duties hereunder. ForslJch reimbursment and
inden:ity. the MOtl'lgee sMD be $Ccurød lJnder thisR.estated Mottge in the Såmemanner åsthê Nøtes and all
such reimbursemeî1ìS forèxpenseor da~e slm be paid to the Mortgees incurring or sUffering the same with
interest at the rale spefied in 8ec¡tion2.18. hereof. The Mort¡agor's obUgttion to indetiy the Morttigees under
thissß.ction shall sutviVethè Såtii:etJpn 9f the Notes the recnveyance or foreclosure of tbisReste4Mortp.ge.
the iiecplance ofa d~d in lieu of foreløsUre.or iinYtrnsfer or abandonment of the MortgågedPròperty.
SECTON S.8 Counterp
Ths Restaled Mortgage niy be simuliaeously eicecute4and delivere4in .tw or ilote Cotitcrrt,each
of which SO åxecutedand deJiveredshaU be deemed an original, and shall çOnstitute bw oiieand.thesae.
instrument;
PlF20
IN WITNESS WHEREOF, ALION TELEPHONE COMPANY, as Mortgagor, has caused
this Restated
Mortgage to be signed ,in its name and its seal, if any, to be hereunto affxed and attéSted by its duly authorized
offcer, theUNlTED STATE OF AMERlCA, as Mortagee and seure party, has causd this Restated Mortgage
to be dulyexeçuted ,on its behalf, and Co-Lender, as Mortgagee and seured part)', has caused this Restated
Mortgage to be duly exected on its behalf .11 as of the day atiyear first above written.
(S~) jJ ~Aii,,, IQ by' . ~
Secretary
Executed by the Mortgagor
in the presence of:
Executed by the Mortgagee
i t~e presence of:
Executed by the Mortgagee
in the presence of:~.~-- . -~4'.L ~Ee: ~
,-
M
UNITED STATES OF AMERICA
by
s Assistant AdmitliS
of the Telecmmunications Program
Rural Utilties Service
~.......~..a.,..,..tB...........",..".............
b...... . ..' .' . , .. .' '.-V-i.~
Title:
Page 21
ÐlSTR1CT OFCOLUMBIA )ss
'-. ... . .~T. . is. in$~;;. ~.e.. W. .as.....cknO\Yl~clge I)efør.e. ...me..... on ~Ol1.by
-. O~ C__ fI .. Asl$tant minirator of theRmal Utilities SerVieeof
tbeUniie States oJ AIer . .
()~
(Notarial Seal)
My commission expires:
......
. n 1CUlci.aldIlMill.,0... ".in....
i
~22
~ATE OFCOL~DO ) ~
mum' OVti',J.. L -f Jf .
This instrument was ackowledged befor me on thilL day o~ 2011, by
Shno Da ' an Asistant Corpte Seretary of CoBank, ACB,.a federally chartre:-,:::.;::~::~"_lof~'G JL 1"1. ~~.~
Notary ~PublicCY N.A1VAR
(NG
"23
STATE OF IDAHO )
)
)
88
COUNTY OF
I certify that on this __ day of , 2_, theCoregoil1g instrumentwasackriowIedgtid before me. . a NowyPiibUcin.and ff.r Llie
above"named County and Stat ti, and that- tf. me
personaly .koWll8l1d thepersoii whos nlle is silred to the fQreg()ing instrument, did
personally appear before me. who being dUly sworn and depoedaecroing to law, did .m~e
pr();f 19 my. satisfaction and say that he/she was, at the time of eXection thereof; the
(Position) of . . .. .... . . . .' aIdaho corpration" tlut he/she knows .the corporate seal øf saidentity,. if
t,ne exits, and that the foregoing instrument, whQserontentsare known
to hiier, was signed,
sealed, !ld delivered on behalf of said entity by authority and/or Reslutionofitsboard lif
tlirectots,aM furthermore ackowledged the instrument to be hisher free and vciluntary act and
deec:, as weUas thatof the entity i for the purpes and us.es therein set fort.
IN WINESS WHEREOF, sworn andsubsoribed before me, i have herento set my hand
and .officiaIseai.
Notary Public
(Notaral 5e.l)
My Cnmmission expires:
Pad4
SCBEDULEA
1.A.The Outstanding RUS Notes referred to in the Recitals are:
Note Note Stated Principal Maturity Interest
Designation Date Amount Date Rate
E8 07-25-1979 $1,058,000 08-26-2020 2%
F8 02-22-1985 $675,000 02-22-2020 2%
G8 06-10-1988 $389,000 06.10.2013 5%
B12 11-03.2003 $4,046,000 11.03.2021 Variable
Kll 11-03-2003 $7,500,000 11.03.2021 5%
B. The Outstanding Co-Lender Notes referred to in the Recitals are:
Note
Designation
No. T08091
No. T08102
Note
Date
09-01.2000
09-01-200,0
Stated Principal
Amount
$8,630,240
$1,750,000
Maturity
Date
12-20-2011
12.20.2011
Interest
Rate
Variable
Variable
2. The Prior Mortgages referred to in the Recitals are: Restated Mortgage, Security Agreement
and Financing Statement, dated September 1, 2000, made by and among the Mortgagor
and Mortgagees.
3.A.The Co-Lender Loan Agreement referred to in Section 1.1 is: Consolidating Term
Loan Agreement No. T0809 entered into as of September I, 2000 between Albion
Telephone Company and CoBank, ACB, as amended by Amendment to the
Consolidating Term Loan Agreement No. T0809A dated May 7,2009.
Consolidating Term Loan Agreement No. T0810 entered into as of September 1,
2000 between Albion Telephone Company and CoBank, ACB.
B. The RUS Loan Agreement referred to in Section 1.1 is the Loan Agreement, dated the same
day as this Restated Mortgage between the Mortgagor and the Mortgagees.
4. A. The Current RUS Note, made by the Mortgagor to the Government, dated the same day as
this Restated Mortgage and referred to in the Recitals are:
RUS Designation: Idaho 504.L9*
Stated Principal Amount: $17,075,000
Interest Rate: Variable
Maturity Date: December 31, 2030
.. Note: This note evidences a loan from the Federal Financing Bank, which has
been guai'anteed by RUS, giving RUS aU the rights as Noteholder for the purposes
of this Mortgage.
B, The Current Co-Lender Note(s), made by the Mortgagor to Co-Lender, dated the same day as
this Restated Mortgage and referred to in the Recitals are:
Colender Designation: N/A
Stated Pri,cipal Amount: N/A
Interest Rate: N/A
Maturity Date: N/A
Page 25
S. The "MottglgcOebtLimit' referred tolnSeêtin 1.2((;) Ì$: Unlmited
.6. The lol1owingaddress are fór pllseof proVihiglioticø putsuat to$eçtIQI1 )),:
M9rtgage: Rural Utilities Servce
United States Deparment of Agricultu
1400 Independence Avenue, S. W.
Washngton, D.C.202S0-1500
Attention: Administrator
Fax: [phone]
Witba ç:opy i.: Mr. Peter Aimable, Director
Norter Division, Telecmmunications
USDA, Rural Utilities Service
STOP 1595, Room 2839
1400 Independence Avenue, S.W.
Wasgt, D.C. 20250.1595
Fax Number: (202) 6904654
Mortgaee: eoBank, ACB
5500 South Quebec Street
Greenwood Village, Colorado 80111
Fax: [phone]
Morlpgor Alion Telephone Company
225 West Nort Stret
Albion, Idaho 83311
Fax: [phone]
Withaæpy to: Givens Pursley LLP
601 W. Bannock Stret
Boise, Idaho 83701
Fax: [phone]
Pagc~
SCHEDULEB
1. The "Existing Facilities" referred to in Granting Clause I are located in the counties of Butte, Cassia,
Custer and Oneida counties in the State of Idaho.
2. The real estate mortgaged and pledged hereunder includes the following:
CASSIA COUNTY, IDAHO
PARCEL NO. 1:
TOWNSHIP 13 SOUTH, RAGE 25 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 32: Part of the SE1/4 of Section 32, lying North and West of the right of way of the Connor
Creek-Alo County Road, more particularly described as follows:
Commencing at a point 52 rods 14 feet South of the Northwest corner of the SE1/4 of said Section 32;
Thence South 50 rods 8 2 feet;
Thence East 16 rods;
Thence North 50 rods 8 2 feet;
Thence West 16 rods to the Point of Beginning.
PARCEL NO.2:
TOWNSHIP 12 SOUTH, RANGE 25 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 6: A portion of Lot 3 in Section 6, more particularly described as follows:
Commencing at a point 90 feet North and 70 feet West of the Southeast corner of said Lot 3;
Run thence North on a line parallel with the East boundary of said Lot 3 for 172 feet;
Thence West on a line parallel with the South boundary of said Lot 3 for 97 feet;
Thence South on a line parallel with the East boundary line of said Lot 3 for 171 2 feet;
Thence Easterly 97 feet, more or less to the Point of Beginning.
PARCEL NO. 3:
Lot 11 in Block 3 of the Bascom and Robinson=s Addition to the Vilage of Albion, Cassia County, Idaho,
as the same is platted in the official plat thereof, now of record in the office of the Recorder of said County,
PARCEL NO.4:
TOWNSHIP 12 SOUTH, RANGE 25 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 6: Beginning at a point 32 feet West of the Southwest corner of Lot 2 in Section 6;
Thence West 68 feet;
Thence North 90 feet;
Thence East 68 feet;
Thence South 90 feet to the Point of Beginning.
PARCEL NO.5:
TOWNSHIP13 SOUTH, RAGE 26 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 12: A parcel of land located in the SE1/4, NW1/4, of Section 12, more particularly described
as follows:
Commencing at the Southwest corner of the SE1/4, NWl/4; thence North 0'14' West 223.60 feet; thence
South 89'58' East 30.00 feet to a point on the Easterly right-of-way State Highway 81, being the True Point
of Beginning;
Page 21
Thence South 89'58' East 221.00 feet;
Thence North 0'14' West 96.4 feet;
Thence North 89'58' West 221. 00 feet to a point on the Easterly right-of-way State Highway 81;
Thence South 0'14' East (along said RfW), 96.4 feet to the True Point of Beginning.
PARCEL NO. 6:
TOWNSHIP 10 SOUTH, RAGE 27 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 26: Part of the SE1/4 of Section 26, more particularly described as follows:
Beginning at a point on the Northeasterly right of way of Heglar Canyon Road which lies 1313.9 feet North
29'10' West of the Southeast corner of said Section 26;
Thence North 47'56' West along said Heglar Canyon Road right of way for 100 feet to a point where
Heglar Canyon Road right of way interests Yale Road right of way;
Thence North 42'30' East along said Yale Road right of way for 100 feet;
Thence South 47'54' East for 100 feet;
Thence South 42'23' West for 100 feet to the Point of Beginning.
PARCEL NO.7:
TOWNSHIP 12 SOUTH, RANGE 25 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 6: Beginning 221 feet West of the Southwest corner of Lot 2 in Section 6;
Thence North 90 feet, more or less, to the South boundary line of adjacent lots;
Thence Westerly to the East boundary line of Vaughn Street in the City of Albion
Thence South 98.33 feet, more or less, to the North boundary of Jordan and Motter Additions;
Thence Easterly to the Point of Beginning.
PARCEL NO.8:
TOWNSHIP 15 SOUTH, RAGE 24 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 22: Beginning at the Southwest corner of Lot 2 in Block 1 of Durfee Addition (sometimes
referred to as Alma Townsite) located in Section 22;
Thence North 50 feet;
Thence Eas! 50 feet;
Thence South 50 feet;
Thence West 50 feet to the Point of Beginning.
PARCEL NO. 9:
TOWNSHIP 15 SOUTH, RAGE 24 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 22: Beginning at a point 50 feet North of the Southwest corner of Lot 2 in Block 1 of Durfee
Addition (sometimes referred to as Alma Townsite) located in Section 22;
Thence North 25 feet;
Thence East 50 feet;
Thence South 25 feet;
Thence West 50 feet to the Point of Beginning.
PARCEL NO. 10:
TOWNSHIP 12 SOUTH, RANGE 25 EAST OF THE BOISE MERIDIAN, CASSIA COUNTY, IDAHO
Section 6:
Section 6;
Beginning at a point 90 feet North and 167 feet West of the Southeast corner of Lot 3 in
Page 28
Thence running North 171.5 feet;
Thence Westerly 73 2 feet;
Thence South 170 feet, more or less to a point 90 feet North of the South boundary line of said Lot 3;
Thence East 73 2 feet to the Place of Beginning.
PARCEL NO. 11:
Leasehold estate as set forth in that certain Lease Agreement dated May 4,2009, between Bill Wickel, as
Lessor, and Albion Telephone Company, doing business as ATC Communications, as amended by that
certain First Amendment to Lease dated August 2, 2010, as Lessee, described as follows: .
Part of the SWl/4NEV4 of Section 23 of Township 13 South, Range 25 East of the Boise Meridian, Cassia
County, State of Idaho.
Beginning at the NW corner of the SWlANBv. of Sectiøn 23 of T.l3 S., R.25 E.,B.M. said corner marked
by a US BLM aluminum pipe with~p;TheJliSoutb 00 degrees 06 minutes 41 seconds West along the
west line of the SWi/.NE'/4 for a dista~,of48.96 fet;
Thence North 88 degrees 37 minutes 31 seconds East for a distance of9.64 feet to a Yi" rebar which shall
be the Point of Beginning;
THENCE Noi1h 88 degrees 37 minutes 31 seconds East for a distance of20.DO feet to a Yi" rebar
on the west right of way of State Highway 77;
THENCE South 01 degrees 22 minutes 29 seconds East along said right of way for a distance of
20.00 feet to a Yi" rebar;
THENCE South 88 degrees 37 minutes 3 i seconds West for a distance of20.00 feet to a Yi rebar;
THENCE North 01 degrees 22 minutes 29 seconds West for a distance of 20.00 feet to the Point
of Beginning.
PARCEL NO. 12:
Leasehold estate as set forth in that certain Lease Agreement dated March 1, 2009 between Rich Redman
and Connie Redman, as Lessor, and Albion Telephone Company. as Lessee, as amended by that certain
First Amendment to Lease made effective August 1, 2010, described as follows:
Part of (he Ei/2NWi/. of Section 8 of Township 12 South, Range 25 East of the Boise Meridian, Cassia
County, State of Idaho.
Beginning at the Northwest section corner of Section 8 of T.12 S., R.25 E., B.M., said comer marked by a
Ys" rebar with a 3" aluminum cap on top; Thence South 89 degrees 45 minutes 43 seconds East (N
8957'20"E rec.) along the north section line for a distance of 1327.80 feet to the Northwest corner of the
El/iNWY.; Thence South 00 degrees 39 minutes 20 seconds West (S 0022'25"W rec.) along the West line of
the EYiNW'/ for a distance of796.78 feet to a Yi" rebar which shall be the Point of Beginning;
THENCE North 89 degrees 40 minutes 19 seconds East for a distance of300.00 feet to a Yi" rebar;
THENCE South 00 degrees 39 minutes 20 seconds West for a distance of 727,43 feet to a Yi" rebar on the
northerly right of way of State Highway 77;
THENCE North 45 degrees 32 minutes 21 seconds West (N 45 49'02"W rec.) along said right of way for a
distance of 415.63 feet to a Yi rebar on the west line of the EYiNWv.;
THENCE North 00 degrees 39 minutes 20 seconds East (N 00 22'25"£ rec.) along said line for a distance
of 434.58 feet to the Point of Beginning.
Said property is subject to a 50 foot Access & Utility Easment along the west side møtepar,li.ulaìly
described as follows: Beginning at the Northwest secti.ol' comerof8etion 8 of'';12S.. R,2SB" B;M..sad
corner marked by a Ys" rebar with a 3" aluininWT cap on tOP; Thence South 89 dt~ 45 iml.tf 43
seconds East (N 8957'0"E rec.) along the north section lineJor a distance of 1327.80feei IQ lh~NQrtñwest
corner of the EY2NW%; Thence South 00 degrees 39 minutes 20 seconds West (S 0022'25"W rec.) along
the West line of the EV2NWV4 for a distance of796.78 feet to a Yi" rebar which shall be the Point of
Beginning;
Page 29
THENCE North 89 degrees 40 minutes 19 seconds East for a distance of 50.00 feet;
THENCE South 00 degrees 39 minutes 20 seconds West for a distance of 483.38 feet to the northerly right
of way of State Highway 77;
THENCE North 45 degrees 32 minutes 21 seconds West (N 45 49'02"W ree.) along said right of way for a
distance of 69.27 feet to a W' rebar on the west line of the EYiNW\I;
THENCE North 00 degrees 39 minutes 20 seconds East (N 00 22'25
liE rec.) along said line for a distance
of 434.58 feet to the Point of Beginning.
PARCEL NO. 13:
Parcel A:
Lots 8, 9 and 10, in Block 3, of the Bascom and Robinson Addition to Albion, Idaho, as the same is platted
in the official plat thereof, now of record in the office of the Recorder of Cassia County, Idaho.
Parcel B:
Township 12 South, Range 25 East of the Boise Meridian, Cassia County, Idaho
J'
Section 6: Beginning at the Southwest corner of Lot 2 of said Section 6;
Thence West 32 feet;
Thence North 90 feet;
Thence East 32 feet;
Thence South 90 feet to the point of beginning.
(North of the Jordan and Motter Addition to Albion, Idaho)
PARCEL NO. 14:
Parcel A:
Lots 5, 6 and 7, in Block 3, of the Bascom and Robison's Addition to the City of Albion, Cassia County,
Idaho, as the same is platted in the official plat thereof, now of record in the offce of the Recorder of said
county.
Parcel B:
Township 12 South, Range 25 East of the Boise Meridian, Cassia County, Idaho
Section 6: Part of the SE 1/4 NW 1/4, more particularly described as follows:
Beginning at the Southeast corner of Lot 3;
Thence running West 22 feet;
Thence South 60 feet, more or less;
Thence East 22 feet, more or less;
Thence North 60 feet, more or less, to the Place of Beginning.
PARCEL NO. 15:
Leasehold estate as set forth in that certain Lease Agreement dated June 1,2008, between Curtis Durfee, as
Lessor, and Albion Telephone Company, doing business as ATC Communications, as Lessee, described as
follows:
Part of the SEV4SEY4 in Section 27 of Township 15 South, Range 24 East of Boise Meridian, Cassia
County, State of Idaho.
Beginning at the Southeast Corner of Section 27 ofT.15 S., R,24 E., B.M., said corner marked by a W'
rebar with 3" aluminum cap on top; Thence North 89 degrees 53 minutes 12 seconds West along the south
Page 30
line of Section 27 for a distance of 1122.18 feet; Thence North 00 degrees 06 minutes 48 seconds for a
distance of 89.22 feet to a 12" rebar on the north line of the county road right of way which shall be the
Point of Beginning;
THENCE North 51 degrees 30 minutes 53 seconds West along the north line of the county road
right of way for a distance of 30.59 feet to a 12" rebai~
THENCE North 38 degrees 35 minutes 34 seconds East for a distance of30.89 feet to a 12" rebar;
THENCE South 55 degrees 34 minutes 56 seconds East for a distance of30.43 feet to a 12" rebar;
THENCE South 38 degrees 10 minutes 18 seconds West for a distance of 33.05 feet to the Point
of Beginning.
BUTTE COiiNTY, IDAHO
PARCEL NO. 16:
Beginning at the NW corner of Block 9, Arco Original Townsite; thence S. 41' 22'30" E. 100.0 feet along
the Southwesterly line of Idaho Street; thence S. 48'31'30" W. 50.0 feet; thence N. 41 '31 '3D" W. 100.00
feet to the Southeasterly line of Era Avenue; thence N. 48'31 '3D" E. 50.0 feet to the Point of Beginning;
same being NW 100 feet of Lot 1, Block 9, Arco Original Townsite, Butte County, Idaho.
PARCEL NO. 17:
Beginning at a point on the Southwesterly line of Idaho Street that is S. 41' 22'30" E. 100.0 feet from the
Northeast (recorded Northwest) corner of BLOCK 9, ARCO ORIGINAL TOWNSITE; thence S. 41'
22'30" E. 50.0 feet; thence S. 48' 31 '30" W. 100 feet; thence N. 41 '22'30" W. 50 feet; thence N. 48'31 '30"
E. 100 feet to the Point of Beginning; same being the southeast 50 feet of Lots 1 and 2, BLOCK 9, ARCO
ORIGINAL TOWNSITE, Butte County, Idaho.
PARCEL NO. 18:
THE PORTION OF LOTS 1 AND 2, BLOCK 1 OF THE ORIGINAL TOWNSITE OF MOORE, Butte
County, Idaho, as shown on the recorded plat thereof on fie in the office of the County Recorder of said
County, described as follows:
Beginning as a point on the South line of said Loil, that is West 85 feet from the Southeasl corner of said
Lot 1; thence along said South line, west 30 feet to the Southwest corner of said Lot 1, thence along the /
West line of said Lots 1 and 2, North 50 feet to the Northwest corner of said Lot 2; thence along the North
line of said Lot 2, East 30 feet; thence South 50 feet to the Point of Beginning.
PARCEL NO. 19:
A portion of Section 32, T. 5 N., R. 26 E.B.M., Butte County, Idaho, described as:
Beginning at a point 119 feet South of the NE comer of said Section 32; thence S. along the East line to
said Section 32, 30 feet; thence S. 87'00'00" W. 44 feet; thence N. 30 feet; thence N. 87'00'00" E. 44 feel to
the Point of Beginning.
PARCEL NO. 20:
TOWNSHIP 5 NORTH, RAGE 29 EAST, BOISE MERIDIAN, BUITE COUNT, IDAHO.
Section 4: A tract in the SE1/4, NWi/4,.~ partic\l1ltlydesñbe4 as f()llows:
Beginning at a point on the Northeastely rigñiofway of øut~Cøunty RoadPrjecF,A.P.W240, said
point being North 10'37' West 3246.2.1 feeiftomthe South,qi,rter~n;rof$ei.on4; lhence North 58'46'
East 100 feei; thence North 31' 14' West5(, fee; lhence SOJ,thS8"46' Wtlt 100 feet. more or less, to the
Northeasterly right of way line of said road; thence South 31'14' ijtalQlllsad Noheasterly right of way
line 50 feet, more or less, to the Point of Beginning.
Page 31
PARCEL NO. 21:
Leasehold estate as set forth in that certain Lease Agreement dated May 1, 2009, between Larry Quist, as
Lesor, and Albion Telephone Company, doing business as ATC Communications, as Lessee, as amended
by that certain First Amendment to Lease dated August 2, 2010, described as follows:
Part of the SWV4NW'/. of Section 17 of Township 3 North, Range 27 East of the Boise Meridian, Butte
County, State of Idaho.
Beginning at the West '/ corner of Section 17 ofT.3 N., R.27 E.,B.M. said corner marked by a 31 rebar;
Thence North 56 degrees 06 minutes 09 seconds East for a distance of30.04 feet to a !i" rebar on the east
right of way of a county road which shall be the Point of Beginning;
THENCE North 00 degrees 14 minutes 47 seconds West along said right of way for a distance of
i 6.48 feet to a !i" rebar;
THENCE South 89 degrees 33 minutes 54 seconds East for a distance of 19.22 feet to a \1'' rebar;
THENCE South 02 degrees 31 minutes 40 seconds West for a distance of 16.30 feet to a !i" rebar;
THENCE South 89 degrees 51 minutes 03 seconds West for a distance of 18.43 feet to the Point
of Beginning.
CUSTER COUNTY, IDAHO
PARCEL NO. 22:
LOT 3, BLOCK 14, MACKAY ORIGINAL TOWNSITE, CUSTER COUNTY, IDAHO, AS SHOWN BY
THE OFFICIAL PLAT THEREOF, NOW ON FILE IN THE OFFICE OF THE SAID COUNTY
RECORDER.
ONEIDA COUNTY, IDAHO
PARCEL NO. 23:
Beginning at a point on the Easterly line of Lot 3, Block 2, of the original Townsite of Malad City, Oneida
County, Idaho, which point is 25.0 feel Southerly from the Northeast Corner of said Lot 3; thence
continuing on the Easterly line of said Block 2 South 0'06' East 40 feet; thence South 89'54' West 103 feet;
thence North 0'06' West 68 feet; thence South 89'00' East 48 feet; thence South 0'06' East 26.89 feet;
thence North 89'01' East 55 feet, more or less, to the point of beginning.
PARCEL NO. 24:
Commencing at the Southeast Corner of Lot 4, Block 15, of the Townsite of Holbrook, as the same appears
upon the plat thereof on fie in the office of the County Recorder of Oneida County, Idaho; thence running
West 50 feet; thence North 50 feet; thence East 50 feet; thence South 50 feet to the point of beginning.
PARCEL NO. 25:
Commence at the northeast corner of Block 2 of the Townsite of Malad City, as the same appears on the
plat thereof on tile in the office of the County Recorder of Oneida County, and run Nort 89000' West 141
West for a point of beginning;
Thence running South 1000" West 89 feet to the Oneida Amusement Co. propert line;
Thence North 890 00' East 38 feet;
Thence North 1000" East 87.5 feet 10 street line;
Thence North 89000' West 38 feet to the point of beginning.
SUBJECf TO an alleyway 12 feet wide across the west end of said Iract.
Page 32
A ip (ootstrippr landabutUng theeal side of the above desri tract is herey setasdeiind d~k:i~
tøthefol'ßgeing descrihetract lld the land own by the Graiorson the eat thereof. for us by the
(lWriel" of sad liclsori1y. forlight,ilir, dranage, foot page, drive-wa)' and other like purpesandol'
which no builôingsor other slruclti.re are ever to be erecte. Said ploperiyissituatedin the southwet
quarter of IliesoUlhwestql:uirter ofSecton Z2, Township 14 south, Range 36 Eat of tbe Boise Meridian,
Oneida COunty, Idabo.
PARCELNO.26:
LeåShold e$ieasset forth iinhltçertin Le Agement dated July 1,2010, between Bils Famîly
Trust, Jay and Sharley S. Bills. Trustes.as ~r.iind Albii.l Telepbone Company, doing biisineas
ATe COmrnunicatiøns.as I..debe as folløws:
ParcfBIØ(k "0" in tleMaiad TOWlite locate inSecion 27 of Towllhip 14 South,Ragc 36 East of the
Boise Mcr:idìáit, O~ida Cøiii1t)'. Stale of (dab!). .
Begnning aiihe NWCOfner ofSettÍ(n Z7 (lfT.14S.. R.36E..B~M. said corner marked byaU..tsSeap: .'
Thence SOutb89degreCs 27 mJnutes 39sends.EstalQng th~north line of Setion 27 foradîstanceot
2563.78feet; Thence South 00 degres 32 nimiic 21 sends W~t fora distance of 367.58 feet to a lh. .
rebar on .thenotth line of BI0CJ( no" which iihll1 be the Point of Beginning;
THENCE South 89 degrec48 minutes S8secandsEati¡loog the nQrth Uneof Block -'(utor a
distance.of42.53 f~to a ~.. rebar;
THENCE South 0 i. degrs $6 rnin4tes 02se.ondsEat for a distce ofSl.OO feet to a. 14 tebå;
THENCE South 89 deg 50 rnintites56St\ønds Wesf()ra distanceof45A8 fee to.a ~.. rear;
'TNCE NoM 01 deg.2innutes 24 sendsBJsLfor a distace of 51.25 feet to the Point of
Beginning.
P.33
ATTACHMENT i
UNIFORM SYSTEM OF ACCOUNTS
All references regarding account numbers are to 47 C.F.R. Part 32
ACCOUNT NAMES ACCOUNT NUMBERS
CLASS A CLASS B
NET INCOME OR NET MARGINS: the sum of the balances of the following accounts of the Borrower/Mortgagor
Local Network Services Revenues )
Network Access Services Revenues )
Long Distance Network Services Revenues )Miscellaneous Revenues )
LESS: Uncollectible Revenues )
5000s thru 5300s
Other Operating Income and Expense
Non-operating Income and Expense
Income Effect of Jurisdictional Rate-making Difference - Net
Non-regulated Net Income
Other Non-regulated Revenues
LESS: balances of the following accounts:
Plant Specific Operations Expense )
Plant Non-specific Operations Expense )
Customer Operations )
Corporate Operations )
Operating Taxes
Non-operating Taxes
Interest and Related Items
Extraordinary Items
7100*7100
7300*7300
7910 7910
7990 7990
7991 7991
6l00s thTU 6700s
7200*7200
7400*7400
7500*7500
7600*7600
INTEREST EXPENSE: the sum of the balances of the following accounts of the Borrower/Mortgagor
Interest and Related Items
Interest on Funded Debt
Interest Expense - Capital Leases
Amortization of Debt Issuance Expense
Other Interest Deductions
LESS: Allowance for Funds Used During Construction
7500*
7510
7520
7530
7540
7340
TOTAL TELECOMMUNICATIONS PLANT: the sum of the balances of the following accounts of the
Borrower/Mortgagor
Telecommunications Plant in Service
Property Held for Future Telecommunications Use
Telecommunications Plant Under Construction - Short Term
Telecommunications Plant Under Construction - Long Term
Telecommunications Plant Adjustment
Non-Operating Plant
Goodwill
2001
2002
2003
2004
2005
2006
2007
*Summary Accounts
7500
7300.4
2001
2002
2003
2004
2005
2006
2007
¡
Page'34
NET WORTH OR EQUlT: tle$utnoftle baliin~øftheCollowing~1Jnl~.orthe.aorrwertMortgor
€apital Stock
AddiliÓlai Paìd~in~Cåpital
Tréaury Siock
O(hel'€apiûll
Retaned Earnings
4510
4520
4530
4540
4550
NOTE: Pôr Non~Pròfit Organiztiøns- Owner's equity sha.lI be~hown ins\llraçC1Jl\ Qf4S40 and 4;$so
TOAL ASSET; ihesuJloC (hóbalânc. .Qf the foJJôwingai;untsofthe .B()rrwertMort~got
Ctrrent Assts
Non-Cutrent Asts
Toial Teleenitiicaûons Plåìt
LESS; Acumulate Depiation
LES: Accumulated Atortiiatiøn
1100 lhrul4Q lhtu
2001 Ihtu
3lDO thrii340 ihru
1300s
'1500
2007
3300
36005
J)EPRECIAll0N .iDAMORTZATION: the Stmof the balances of the following Kcoiinisòf ihe
Borrwer/Mortgagor
Ðepreiatronand Atortzation Expense6S60*
Depreation Expense- TelecmmunieatWnsPlanlit Serce 6561
Dereciation Expense-Property Held for FiitureTeleen'unicatióJls Use 6562Amortizatio.n Exp -Tan&ible 6563AJrtizationExp - Iniagìle65ó4Amorttion Expense - Otber6565
Pâ&l~
EXHIBIT
l
Michael C. Creamer (ISB No. 4030)
Kelsey J. Nunez (ISB No. 7899)
GIVENS PURSLEY LLP
601 W. Banock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone]
mcc(ggivenspursley.com
kjn(ggivenspursley.com
E"
Attorneys for Albion Telephone Company
1255-44_136453_1
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF ALBION TELEPHONE COMPANY FOR
AUTHORITY TO BORROW FROM THE
FEDERAL FINANCE BANK IN THE
AMOUNT OF NOT MORE THAN
$17,075,000.00
Case No. ALB-T-12-01
ORDER NO.
On Januar 11, 2012, Albion Telephone Company (hereinafter "Applicant" or "Albion")
filed an Application for Loan Approval with ths Commission requesting authorization to
execute and deliver a Futue Advance Promissory Note ("Note") in the amount of Seventeen
Milion Seventy-Five Thousand Dollars ($17,075,000.00) in favor of the Federal Finance Ban
(hereinafter called "FFB") to be guaranteed by the United States of America, acting through the
Rural Utilities Serce ("RUS") and secured by a Restated Mortgage, Securty Agreement and
Financing Statement ("Mortgage").
The Applicant has applied for and received approval of a telecommunications loan in the
amount of $17,075,000.00 from the FFB, which wil be evidenced by the Note, guaranteed by
RUS and secured by the Mortgage. The Mortgage as restated secures the Loan together with the
ORDER - Page 1
Outstanding RUS Notes and Outstanding Co-Lender Notes given in connection with loans to
Albion by RUS and CoBan previously approved by the Commission. The Applicant also wil
deliver a Reimbursement Note to RUS evidencing Albion's obligation to reimburse RUS for all
payments and costs incured by RUS, if any, under its guantee to FFB.
A condition to the advance of the fuds under the Loan is that Albion provide evidence
satisfactory to RUS that Albion has been released by D.L. Evans Ban from Albion's guarantee
of a loan previously made by D.L. Evans to Syrga Wireless, LLC. Albion is no longer a
member of Syrnga Wireless, LLC, and has aranged for alternate, non-Company sourced
security to be provided to D.L. Evans Ban to satisfy this condition.
In support of its Application, Albion alleges that the proposed RUS loan proceeds wil be
used to build fiber to premises ("FTTP") facilities capable of providing telephony, high-speed
data, and broadband services to all the subscrbers in the Albion and Arco exchanges and to the
majority of subscriber in the Malad exchange. The fiber architectue is similar to a traditional
twisted pair network in that each sered customer wil have a dedicated fiber back to the central
offce or remote electronic sites. Installation of optical fiber and FTTP technology wil enable
the Company to offer carer-class telephony in addition to interactive two-way broadband seres,
digital multimedia, Smar Grid applications, TeleMedicine, TeleEducation/istance Learing,
TeleCommuting, public safety services and enterainment serces. The Applicant fuher
alleges that proposed RUS loan is consistent with the public interest inasmuch as constrction
and upgrading of high speed infrastrctue wil improve serce for Albion's customers, wil
fuher the goals of universal serce and provide economic stimulus to rual communties in
souther Idaho.
After examining the Application and supporting documents and being fully advised in the
premises, the Commission hereby finds that a hearng in ths matter is not required, and that the
ORDER - Page 2
proposed transaction is consistent with the public interest and the Applicant's proper
performance of its duties as a public utility.
IT IS THEREFORE ORDERED that the Application of Albion Telephone Company for
authority to execute and deliver to the Rural Utilities Serice a Futue Advance Promissory Note
in an amount not to exceed $17,075,000.00, the Loan Agreement, the Mortgage and related
documents in connection with the Loan is hereby GRANTED.
DONE by Order of the Idaho Public Utilities Commission this _ day of
2012.
Paul Kjellander, President
Mack Redford, Commissioner
Marsha Smith, Commissioner
ORDER - Page 3
EXHIBIT
l F
LEGAL NOTICE OF ALBION TELEPHONE COMPANY
APPLICATION FOR AUTHORITY TO BORROW FUNDS
NOTICE IS HEREBY GIVEN that on Januar 11, 2011, Albion Telephone Company
fied with the Idaho Public Utilties Commission an Application for authority to borrow up to
$17,075,000.00 from the United States of America, acting though the Federal Finance Ban, to
be used for building fiber to premises facilities capable of providing telephony, high-speed data,
and broadband serices to all the subscribers in the Albion and Arco exchanges and to the
majority of subscriber in the Malad exchange. The loan will be evidenced by Notes given to the
Federal Finance Ban and the Rural Utilities Serce and secured by a Restated Mortgage,
Securty Agreement and Financing Statement.
The Application is on file and is available for public inspection at the Idaho Public
Utilities Commission. Any person desiring to comment on said Application must fie petitions
or protests with the Idaho Public Utilties Commission withn fourteen (14) days of the filing
date. If no protests are received within ths time limit, the Commission may consider the
Application and enter its Order without setting the matter for hearng. If wrtten protests are
fied with the Commission within the time limit set, the Commission wil consider the same, and
in its discretion, may set a hearng. Petitions or protests must be fied with: Jean Jewell,
Secretar, Idaho Public Utilities Commssion, Statehouse, Boise, Idaho 83720.
Jean Jewell, Secretar
Idaho Public Utilities Commission