20060127Application.pdf

GIVE SLEY
LLP
LAW OFFICES
601 W. Bannock Street
PO Box 2720, Boise, Idaho 83701
TELEPHONE: [phone]
FACSIMILE: 208 388-1300
WEBSITE: www.givenspursley.com
Gary G. Allen
Kristen A. Atwood
Kelly T. Barbour
Christopher J. Beeson
William C. Cole
Michael C. Creamer
Thomas E. Dvorak
Roy Lewis Eiguren
Timothy P. Feamside
Jeffrey C. Fereday
Melissa A. Finocchio
Steven J. Hippler
Karl T. Klein
Debora K. Kristensen
Anne C. Kunkel
CONLEY WARD
DIRECT DIAL: [phone]
EMAIL: CEW~GIVENSPURSLEY.COM
WILLIAM C. COLE
DIRECT DIAL: [phone]
EMAIL: WCC~G1VENSPURSLEY.COM
January 26, 2006
VIA HAND DELIVERY
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W. Washington Street
P. O. Box 83720
Boise ID 83720-0074
Jeremy G. Ladle
Franklin G. Lee
David R. Lombard
John M. Marshall
Kenneth R. McClure
Kelly Greene McConnell
Cynthia A. Melillo
Christopher H. Meyer
L. Edward Miller
Patrick J. Miller
Judson B. Montgomery
Angela K. Nelson
Deborah E. Nelson
W, Hugh O'Riordan, LL.M.
Bradley V. Sneed
H. Barton Thomas, LL.M.
J. Will Varin
Conley E. Ward
Robert B. White
Raymond D. Givens
RETIRED
James A. McClure
RETIRED
Kenneth L. Pursley
RETIRED
Ucensed In California
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Columbine Telephone Company s Application. ATTENTION COMMISSION
SECRETARY AND HEAD LEGAL SECRETARY: Columbine Telephone
Company requests that the Commission issue an Order approving loan agreement
on or before February 25 , 2006.
RE:
Dear Jean:
I am enclosing an original and four copies of Columbine Telephone Company
application for loan approval, together with a filing fee in the amount of$lOOO.OO. Please
acknowledge receipt by returning a stamped copy of this cover letter.
You will note that Exhibit B has not yet been executed. We will substitute fully executed
copies as soon as they are received.
Thank you for your help.
Conley Ward
William C. Cole
CEW /WCC/kaa
Enclosures
S:\CLIENTS\1534\50ILtr to PUC TO application,doc
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Conley Ward (ISB No. 1683)
William C. Cole (ISB No. 4883)
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone]
. . ,
~ u F:; L;:
2'
UTiLfI/i:.S co. "
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Attorneys for Columbine Telephone Company, Inc.
S:\CLlENTS\l534\50IPUC Application.DOC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF COLUMBINE TELEPHONE COMPANY
INC. D/B/A TETON TELECOM FOR
AUTHORITY TO BORROW FROM THE
RURAL TELEPHONE FINANCE
COOPERATIVE ("RTFC") IN AN AMOUNT
NOT TO EXCEED $11 000 000.
Case No. ~C)
APPLICATION OF COLUMBINE
TELEPHONE COMPANY
Columbine Telephone Company, Inc. d/b/a Teton Telecom ("Columbine" or
Applicant"), by and through its attorneys, Givens Pursley LLP, makes this Application pursuant
to Idaho Code 9 61-901 for authority to execute a Loan Agreement with and Promissory Note to
the Rural Telephone Finance Cooperative ("RTFC") in an amount not to exceed $11 000 000. In
support of its Application, Columbine states as follows:
Applicant is a certificated telephone corporation organized under the laws of the
State of Colorado providing telecommunication services including local exchange service within
the states of Idaho and Wyoming.
All notices and communications with regard to this Application should be served
upon:
Conley Ward
William C. Cole
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
APPLICATION OF COLUMBINE TELEPHONE COMPANY -
Boise, ID 83701-2720
cew~givenspursley .com
wcc~givenspursley.com
Allen Hoopes
Columbine Telephone Company, Inc.
O. Box 226
Freedom, WY 83120
[phone]
The proposed loan is for a term of fifteen (15) years and will carry interest rates
determined in accordance with the lender s fixed and/or variable interest rates at the time the
loan proceeds are advanced, with a current estimated variable interest rate of 7.1 % per annum
and a current estimated fixed interest rate ranging between 7.1 % and 7.24%, depending on the
term of the loan. RTFC's conditional loan commitment is attached hereto as Exhibit A. As set
forth in such commitment, the proceeds from the loan will be used to finance the construction of
a new office-building complex; to finance general plant and equipment upgrades; to fund the
purchase of R TFC' s 10% Subordinated Capital Certificates, and other corporate purposes.
The proposed loan transaction is consistent with the public interest because all of
the loan proceeds will be used to improve the assets of Applicant and its affiliates. None of the
assets of the Applicant or its regulated affiliate, Silver Star Telephone Company, Inc. ("Silver
Star ) will be pledged to secure the loan. The stock of the Applicant, Silver Star, and Goldstar
Communications ("Goldstar ), a wholly owned subsidiary of Silver Star, will be pledged to
secure the loan. The assets of several nonregulated affiliates of the Applicant, including
Goldstar, will be pledged to secure the loan.
A copy of the Applicant's most recent Annual Report showing the authorized and
outstanding classes of Applicant's securities is on file with the Commission, and the Applicant
respectfully requests the Commission take official notice thereof. A certified copy of Applicant'
Board of Directors ' resolution authorizing the proposed transaction is attached hereto as Exhibit
A Proposed Order granting this Application is attached hereto as Exhibit C.
APPLICATION OF COLUMBINE TELEPHONE COMPANY -
Notice ofthis Application will be published within seven (7) days in The Idaho
Statesman (Boise). A copy ofthis Notice is attached hereto as Exhibit D.
Applicant submits that the public interest does not require a hearing on this matter
and it requests that the Commission process this Application and determine this matter by
Modified Procedure, pursuant to Rule 23 of the Commission s Rules of Practice and Procedure.
In the event the Commission determines that formal proceedings on this Application are
necessary, Applicant stands ready for immediate hearing.
90.5 percent of Applicant's total book value is located in Idaho. Applicant has
therefore attached its filing fee, calculated pursuant to Section 61-905 , Idaho Code, in the
amount of$lOOO.OO.
WHEREFORE, Applicant respectfully requests an Order of this Commission:
Granting the foregoing Application of Columbine Telephone Company, Inc. to
execute and deliver to the Rural Telephone Finance Cooperative a Loan Agreement, Promissory
Note and related documents for a loan in an amount not to exceed $11 000 000; and
Granting such other relief as the Commission deems just and reasonable in this
matter.
DATED this 26th day of January, 2006.
~IVENS P~:~E
f'('~ GIVENS PURSLEY LLP
GIVENS PURSLEY LLP
Attorneys for Applicant
APPLICATION OF COLUMBINE TELEPHONE COMPANY - 3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 26th day of January 2006, I caused to be served a true
and correct copy of the foregoing document by the method indicated below, and addressed to the
following:
Jean Jewell
Idaho Public Utilities Commission
472 W. Washington Street
P. O. Box 83720
Boise, ID 83720-0074
( ) u.S. Mail
(x ) Hand Delivered
( ) Overnight Mail
( ) Facsimile
APPLICATION OF COLUMBINE TELEPHONE COMPANY - 4
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RTFC
RURAl TElEPHONE fiNANCE COOPERATIVE
2201 Cooperative Way' Herndon, Virginia 20171-.102)
703- 709-6 700
August 29 2005
Mr. Allen R. Hoopes
President
Horizon Communications, Inc.
104101 Highway 89
Freedom, WY 83 120
Dear Allen:
Re: Conditional Commitment for Long-Term Loan: WY 802-9002
Rural Telephone Finance Cooperative ('o RTFC" or "Lender ) hereby provides Horizon Communications, Inc ("HCI"
Columbine Telephone Company, Teton Communications, Inc., Gold Star Conununications, LLC, and Mountain and Long
Distance, LLC (collectively, the "Company" or "Borrower ) with a conditional commitment for a long-teon 1 an in the
maximum amount of $11 000 000 and for a term of fifteen (15) years. A conditional commitment letter is neith r a formal
loan commitment nor an offeT to make a Joan, but is merely intended as a basis for continuing the loan applicat on review
and discussions between the parties. This conditional commitment is subject to the tenns described in tIllS letter a d the loan
documents that are executed by and between RTFC and the Borrower. It is contemplated that loan proceeds will be used to
finance the constlUction of PCS wireless facilities; to construct a new office-building complex; to upgrade existi g wireline
plant and equipment; and to purchase RTFC's 10% Subordinated Capital Certificates ("SCCs
).
This letter is furnished as evidence ofRTFC's conditional commitment to the Cpmpany. This letter shall not be uj,ed for any
other purpose absent the express written consent of RTFc. The conditional cPmmitment herein contained is r4served for
the use of the Company only and is non-transferable,
CO-BORROWERS: Horizon Communications, Inc., Columbine Telephone Company, and Teton com
:tnicationsInc" Moun~ain Land ~ong .oistance, Gold, St~ C:onununications, LLC and any subsi
l jaries thatare fonned In connection with th1s transaction, jomtly and severally.
A 15-year secur~d telm loan in the amount of $11,000 000. This loan will be used to finance the
construction of a Qew office-building complex; to finance plant and equipment for the creation of'.,
a wireless subsidiary; to finance general plant and equipment upgrades; and to fund t e purchase
ofRTFC's 10% SCCs ("the Loan
).
Immediate upon satisfaction of requisite terms and conditions of the Loan Agreemel t including, ,
but not limited to, the conditions outlined below and continuing until the fourth an iversary of
the Loan Agreement date ("Tennination Date
RTFC offers the following c:redit arrangements under the terms and conditions set forth below:
LENDER:Rural Telephone Finance Cooperative,
LOAN TYPE
AMOUNT:
A VA/LABILITY
OF FUNDS:
COLLA TERA L:The tenn loan will1?e secured by a blanket lien on the assets ofHCI and by a pledge fstockand
membership and partnership interests from each of the Company s wholly owned ubsidiarit:,s
including, but not limited to, Silver Star Telephone Company and Columbine Telephone
Company. RTFC will also be secured by a first mortgage lien on the assets of ach of the
subsidiaries, with 1he exception of Silver Star Telephone and Columbine Telephon Company,
The credit agreement and supporting documentation will include restrictions on e sale and
transfer of assets by and between subsidiary companies,
EXHIBIT A
10'4
Mr. ,Allen Hoopes
Hoopes Telephone Management
August 29, 2005
Page 2
AMORTIZA TION:
INTEREST RA TE:
The BolTower will have the option to choose a two-year deferment of principal payment, with
the deferment effective from the date of the initial advance. Principal amortization will b gin in
the first full billing cycle following either after the initial advance of loan funds or subse uent to
the deferment period, if elected by the Borrower. Interest will be billed quarterly begint1 ng with
the first billing cycle following the initial advance using the interest rate or rates detailed in the
following section.
RTFC's standard cost-based variable and/or fixed interest rate(s) for long-term loans ith 10%
SCCs. The variable rate is subject to change monthly. Fixed interest rates are matche -funded
and are placed at the BolTower s request for a Borrower-specified period of time. The' OlTower
will have the option to convert all or a portion of outstanding Loan funds to a fixed int rest rate
at any time without a fee. The conversion of a loan or portions thereof in the fIXed rate ode are
subject to certain notice provisions to Lender and make whole premiums to cover any u windingcosts that may be associated with the conversion.
EQUITY PURCHASE
REQUIREMENT: Purchase of an equity certificate (SCe) equal to 10% of the total amount borrowed. Tb SCC is
amortized armually to maintain a 10% SCC-to-outstanding loan ratio. Amounts amo,r ized are
paid in cash to the Borrower. Amortization begins approximately one-year after full pu chase of
the SCC. The Borrower may elect to purchase the SCC using loan funds (borrowing 0 tion) or
cash (installment plan op~ion). If the borrowing option is selected, the SCC is includ d in the
loan amount and is purchased with each advance. If the installment plan option is seIP ted, the
Borrower uses its own funds and purchases the SCC in twenty (20) quarterly ins aliments
begirming with the fust full billing cycle following the initial advance orIoan funds.
KEY LOAN
COVENANTS:
CAPfTALlZATION: The Borrower will invest a minimum of 20% of the total project cost for its new~ formed
wireless subsidiary from its own funds.
Financial covenants will be measured on a consolidated basis for the operations of Horizon
Communications, Inc and its wholly owned subsidiaries. The credit documentation for he Loan
will include, without limitation, the following covenants:
Financial Ratio Requirements The Company shall achieve a minimum annual Tim ' Interest
Earned Ratio ("TIER") of 1.50 and a minimum armual Debt Service Coverage Ratio (": SC") of
1.25. TIER, for any given year, is defined as net income plus interest on long-tem1 deb expense
plus income taxes payable divided by interest on long-term debt expense. DSC, for it y given
year, is defined as net income plus depreciation and amortization plus interest on long-t nn debt
expense divided by interest on long-term debt expense and principal on long-term deb payable
in such year.
Dividend Distributions The Company may make dividend and distributions without Lender
prior written approval provided that (i) after giving effect to such dividend payment, it achieves
an equity-to-total assets ratio ("Post Transaction Net Worth") of 40% or greater, 0 (ii) the
dividend payment does not exceed 25% of Borrower s prior fiscal year s Cash Margi . s and its
Post Transaction Net Worth is 25% or greater. Cash Margins shall mean, in any giveQ year, the
Borrower s income before non-cash charges and after non-cash credits and principal on lng-term
debt payable for the year.
Additional Indebtedness The Company may. incur additional secured or unsecured ind' btedness
without Lender s prior written approval provided that its Post Transaction Net Worth i 40% or
greater, except that BolTower may incur additional unsecured trade debt provided tt. t, in the
aggregate, the total does not exceed 5% of Borrower s total assets.
EXHIBIT A
20f4
Mr. Allen Hoopes
Hoopes Telephone Management
August 29, 2005
Page 2
AMORTIZA T1ON:
INTEREST RA TE:
The Borrower will have the option to choose a two-year defennent of principal paymen , withthe defennent effective from the date of the initial advance. Principal amortization wi1l b gin inthe first full billing cycle following either after the initial advance of loan funds or subse uent to
the deferment period, if elected by the Borrower. Interest will be bi1led quarterly begi 'ng withthe first billing cycle following the initial advance using the interest rate or rates detaile
' in thefollowing section,
RTFC's standard cost-based variable and/or fixed interest rate(s) for long-teon loans: ith 10%SCCs. The variable rate js subject to change monthly. Fixed interest rates are matcht -fundedand are placed at the Borrower s request for a Borrower-specified period of time. The: orrowerwill have the option to convert all or a portion of outstanding Loan funds to a fixed int rest rateat any time without a fee. The conversion of a loan or portions thereof in the fixed rate ode aresubject to certain notice provisions to Lender and make whole premiums to cover any u winding
costs that may be associated with the conversion.
EQUITY PURCHASE
REQUIREMENT: Purchase of an equity certificate (SCe) equal to 10% of the total amount borrowed. T e SCC amortized aJUlUally to maintain a 10% SCC-to-outstanding loan ratio. Amounts amo ized arepaid in cash to the Borrower. Amortization begins approximately one-year after full p . chase ofthe SCC. The Borrower may elect to purchase the SCC using loan funds (borrowing: ption) orcash (installment plan option). If the borrowing option is selected, the SCC is inclu , d in theloan amount and is purchased with each advance. If the installment plan option is sel cted, theBorrower uses its own funds and purchases the SCC in twenty (20) quarterly in ' tallmentsbeginning with the first fulI billing cycle following the initial advance of loan funds.
The Borrower will invest a minimwn of 20% of the total project cost for its new foonedwireless subsidiary from its own funds.
CAPJTALIZA TlON:
KEY LOAN
COVENANTS:Financial covenants will be measured on a consolidated basis for the operations 0 HorizonCommunications, Ine and its wholly owned subsidiaries. The credit docwnentation for the Loan
will include, without limitation, the following covenants:
Financial Ratio ReQuirements The Company shall achieve a minimum annual Time InterestEarned Ratio ("TIER ") of 1.50 and a minimwn annual Debt Service Coverage Ratio (" SC") of1.25. TIER, for any given year, is defined as net income plus interest on long-tenD deb expenseplus income taxes payable divided by interest on long-tenD debt expense. DSC, for ny givenyear, is defined as net income plus depreciation and amortization plus interest on long- eon debt
expense divided by interest on long-tenD debt expense and principal on long-tenD de payablein such year.
Dividend Distributions:The Company may make dividend and distributions wi thou Lender
prior written approval provided that (i) after giving effect to such dividend payment, i , achievesan equity-to-total assets ratio ("Post Transaction Net Worth") of 40% or greater , (ii) thedividend payment does not exceed 25% of Borrower s prior fiscal years Cash Margi s and itsPost Transaction Net Worth is 25% or greater. Cash Margins shall mean, in any give :year, theBorrowers income before non-cash charges and after non-cash credits and principal on 'ong-tenndebt payable for the year.
Additionalllldebtedness The Company may incur additional secured or unsecured ind btedness
without Lender s prior written approval provided that its Post Transaction Net Worth a 40% or
greater, except that Borrower may incur additional unsecured trade debt provided t at, in theaggregate, the total does not exceed 5% of Borrower s total assets.
EXHIBIT'
3 of~
Mr, Allen Hoopes
/1 Hoopes Telephone Management
August 29, 2005
Page 3
CONDITIONS
OF CLOSING:
ASSIGNMENT:
GOVERNINdLAW:
Leveraf!e Ratio:The Company will be required to maintain a Leverage Ratio not to exceed a
ratio of 5.00 times cash flow. The Leverage Ratio is calculated on a consolidated basis by
dividing total long and short-tenn indebtedness by operating cash flow for the most re ent four
quarteTs. Operating cash flow is calculated by adding a) pre-tax income or losses, xcluding,
extraordinary gains from the write-up of any assets or investment income/loss; b) tot I interest
expense including capitalized, accreted or paid-in-kind interest; and c) deprecia ion andamortization expense.
Including, but not limited to:
a) Satisfactory completion of RTFC's due diligence investigation, including the revi wand/or
approval of the Company s business plan.
b) Final apprm/al by an authorized officer ofRTFC;
c) Borrower providing RTFC, in a formsatisfactory to RTFC, (i) an executed Loan reement
and Promissory Note evidencing specific tenDS of the Loan together with tenDS of
repayment thereof; (ii) executed collateral documentation deemed necessary by Le der; (Hi)
opinion(s) of counsel; and (iv) evidence of all necessary regulatory/government provals;
and
d) No material adverse change or misrepresentation shall have occurred or have bee~ made by
or on behalf of Borrower to Lender with respect to the Borrower s business'i financialcondition or the financing transaction contemplated herein.
This commitment cannot be assigned,
This commitment and' the Loan to be evidenced thereby will be governed by the la~s of theCommonwealth of Virginia.
If you agree to the tenns as set forth above, please so indicate by signing in the space provided below and returning a copy of
this letter with an original signature to RTFC along with the conunitment fee of $22 000. In the event that RTF does not
approve the Loan, the conunitment fee win be refunded in full. The fee will also be refunded if the Loan is approved nd funds
are fully advanced by the Tennination Date. Under all other circwnstances, the commitment fee will be retained by R Fc.
If a counter-signed copy of this letter and the conunitment fee are not received within 60-days of the date of tills ~etter, this
commitment shall tenninate and RTFC shall have no further obligations hereunder,
JJi!co?
Kmneili Associate Vice President Account ~anager
AGREED TO AND ACCEPTED:
Hor"on Commoni,at,o~f.Mr. Allen R. Hoopes
President
Date: /1 IDs-
EXHIBIT A
4014
CONSENT RESOLUTION
OF THE BOARD OF DIRECTORS
CO L UMBINE TELEPH ONE CO MP ANY
The undersigned, being all of the directors of COLUMBINE TELEPHONE COMPANY
INc., a Colorado corporation (the "Company ) doing business as Teton Telecom, do hereby take
the following corporate actions without a meeting in accordance with the general corporation
laws of the State of Colorado and the constituent documents of the Company:
WHEREAS , the directors, at a duly called meeting of the directors, have given their
approval to pursue a loan commitment to provide funding for itself and certain affiliates
to finance the construction of a new office-building complex; to finance general plant and
equipment upgrades; to fund the purchase ofRTFC's 10% Subordinated Capital
Certificates, and other corporate purposes; and
WHEREAS, the directors of the Company have obtained a loan commitment from Rural
Telephone Finance Cooperative ("RTFC") in the amount of Eleven Million Dollars and
no/lOO ($ll OOO OOO) (the "Loan ); and
WHEREAS , the directors believe the Loan to be in the best interests of the Company;
and
WHEREAS, the directors now desire to approve the Loan.
NOW, THEREFORE BE IT RESOLVED, that the Company borrow from RTFC, and
that the directors hereby authorize borrowings from R TFC, from time to time in amounts which
shall not at anyone time exceed $11 000 000 in the aggregate;
RESOLVED, that the proceeds of such borrowings shall be used by the Company or its
affiliates solely as specified in the Loan Agreement (as defined below);
RESOLVED, that Allen R. Hoopes, the President, is hereby authorized on behalf of the
Company to execute and deliver under its corporate seal, which the Secretary or Assistant
Secretary is directed to affix and attest:
(a) as many counterparts as shall be deemed advisable for a Loan Agreement with
RTFC (the "Loan Agreement"), substantially in the form presented to the Board
of Directors;
(b) a Secured Promissory Note payable to the order ofRTFC in the aggregate
principal amount not to exceed $11 000 000, bearing such interest as provided for
therein and providing for the payment ofthe indebtedness evidenced thereby
within fifteen (15) years after the date thereof (the "Note ), substantially in the
form presented to the Board of Directors;
CONSENT RESOLUTION OF DIRECTORS OF COLUMBINE TELEPHONE COMPANY, INC. -
S:\CLIENTS\1534\50\Consent Resolution of Directors-Columbine, DOC
EXHIBIT B
10f3
RESOLVED, that said officer be, and hereby is, authorized and directed to execute and
deliver in the name of and on behalf of the Company such other documents and to take such
other actions as such person, in his/her sole discretion, shall deem necessary or advisable to carry
out the intent and purpose of the foregoing resolutions or the transactions contemplated thereby;
RESOLVED, that Allen R. Hoopes is authorized on behalf of the Company to request
and receive funds on account of the Note from time to time, to repay such funds in accordance
with the Loan Agreement and the Note, and is directed to deposit such funds in a special bank
account used to receive advances from the Lender; and
RESOLVED, that all actions heretofore taken by the authorized agents of the Company
in connection with and in furtherance of the Loan are hereby ratified and confirmed in all
respects as acts of the Company.
(end of textJ
CONSENT RESOLUTION OF DIRECTORS OF COLUMBINE TELEPHONE COMPANY, INe. -
S:\CLIENTS\1534\50\Consent Resolution of Directors-Columbine.DOC
EXHIBIT B
20'3
Dated effective the day of 2006.
Tom Davis , Director
Melvin R. Hoopes, Director
Allen R. Hoopes, Director
Bonnie E. Hoopes, Director
Brad E. Hoopes, Director
Rod R. Jensen, Director
CONSENT RESOLUTION OF DIRECTORS OF COLUMBINE TELEPHONE COMPANY, INC. -
S :\CLIENTS\1534\50\Consent Resolution of Directors-Columbine.DOC
EXHIBIT B
3 of3
Conley Ward (ISB No. 1683)
William C. Cole (ISB No. 4883)
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone].
Attorneys for Columbine Telephone Company, Inc.
S:\CLIENTS\1534\50IProposed OrdeLDOC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF COLUMBINE TELEPHONE COMPANY
INC. D/B/A TETON TELECOM FOR
AUTHORITY TO BORROW FROM THE
RURAL TELEPHONE FINANCE
COOPERATIVE ("R TFC") IN AN AMOUNT
NOT TO EXCEED $11 000 000
Case No.
PROPOSED ORDER
On January 26, 2006, Columbine Telephone Company, Inc. (hereinafter Applicant), filed
an Application for Loan Approval with this Commission requesting authority to execute a loan
agreement and promissory note in an amount not to exceed $11 000 000.
In support of said Application, Applicant states that the proceeds of the RTFC loan will
be used by the Applicant and certain affiliates to finance the construction of a new office-
building complex; to finance general plant and equipment upgrades; to fund the purchase of
RTFC's lO% Subordinated Capital Certificates, and other corporate purposes.
After examining the Application and supporting documents and being fully advised in the
premises, the Commission hereby finds that a hearing in this matter is not required, and that the
proposed transaction is consistent with the public interest and the Applicant's proper
performance of its duties as a public utility.
ORDER - 1
EXHIBIT C
1012
IT IS THEREFORE ORDERED that the Application of Columbine Telephone Company
for authority to execute a loan agreement with and promissory note to the R TFC in an amount
not to exceed $ll OOO OOO be, and the same is hereby granted.
DONE by Order of the Idaho Public Utilities Commission this day of
2006.
Paul Kjellander, President
Dennis S. Hansen, Commissioner
Marsha Smith, Commissioner
ATTEST:
Jean Jewell, Secretary
ORDER - 2
EXHIBIT C
20'2
GIVE€)ip.SLEY
LAW OFFICES
601 W. Bannock Street
PO Box 2720, Boise, Idaho 83701
TELEPHONE: [phone]
FACSIMILE: 208 388-1300
WEBSITE: www,givenspursley.com
Gary G. Allen
Kristen A. Atwood
Kelly T, Barbour
Christopher J. Beeson
William C, Cole
Michael C. Creamer
Thomas E. Dvorak
Roy Lewis Eiguren
Timothy P. Feamslde
Jeffrey C, Fereday
Melissa A. Finocchio
Steven J. Hippler
Karl T. Klein
Debora K. Kristensen
Anne C. Kunkel
CONLEY WARD
DIRECT DIAL: [phone]
EMAIL: CEW~GIVENSPURSLEY.COM
WILLIAM C, COLE
DIRECT DIAL: [phone]
EMAIL: WCC~GIVENSPURSLEY.COM
January 26 2006
The Idaho Statesman
1200 N. Curtis Road
Boise, ID 83706
To Whom It May Concern:
Jeremy G. Ladle
Franklin G. Lee
David R. Lombard
John M. Marshall
Kenneth R. McClure
Kelly Greene McConnell
Cynthia A. Melillo
Christopher H. Meyer
L. Edward Miller
Patrick J. Miller
Judson B. Montgomery
Angela K. Nelson
Deborah E. Nelson
W. Hugh O'Riordan, LL.M.
Bradley V. Sneed
H. Barton Thomas, LL.M.
J. Will Varin
Conley E. Ward
Robert B. White
Raymond D. Givens
RETIRED
James A. McClure
RETIRED
Kenneth L. Pursley
RETIRED
Ucensed In California
Please publish the enclosed Legal Notice of Columbine Telephone Company, Inc.'s
application for authority to borrow funds in your newspaper. A single publication will be
sufficient. Thank you.
Sincerely yours
William C. Cole
CEW /WCC/kaa
Enclosure
S:\CLIENTS\1534\50\Legal Notice to Idaho Statesman,doc
EXHIBIT C
10f2
LEGAL NOTICE OF COLUMBINE TELEPHONE COMPANY, INC.
APPLICATION FOR AUTHORITY TO BORROW FUNDS
NOTICE IS HEREBY GIVEN that on January 26, 2006, Columbine Telephone
Company, Inc. completed and filed with the Idaho Public Utilities Commission an Application
for authority to borrow up to $11 000 000 from the Rural Telephone Finance Cooperative and in
connection with the borrowing, to execute a loan agreement and promissory note.
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 file petitions
or protests with the Idaho Public Utilities Commission within fourteen (14) days ofthe filing
date. If no protests are received within this time limit, the Commission may consider the
Application and enter its Order without setting the matter for hearing. If written protests are
filed with the Commission within the time limit set, the Commission will consider the same, and
in its discretion, may set a hearing. Petitions or protests must be filed with: Jean Jewell
Secretary, Idaho Public Utilities Commission, Statehouse, Boise, Idaho 83720.
Jean Jewell, Secretary
Idaho Public Utilities Commission
EXHIBIT D
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S:\CLlENTS\1534\50\Legal Notice of Columbine Application,DOC