20010918Application.pdf

GIVEN$PUWSLEY ""70
LAW OFFICEs Gary G.Allen David 8.Lombardi Judson 8.Montgomery
277 North 6th Street.Suite 200 Christopher J.Beeson D.David Lorello,JE Angela K.Nelson
120 BþÿÛÑÑsÑldaho 83701 Michael C.Creamer Kevin T Maloney W Hugh O'Riordan;i a L ·Thomas E.Dvorak Kimberly D.Maloney Kenneth L PursleyTELEPHONE:2Û8 386-12ÛÛ ÑOy LOWiS Eiguren John M.Marshall Virginia L StukelFACSIMILE:208 388-1300 Jacqueline M.Fearnside Kenneth R.McClure Conley Ward
WEBSITE:www.givenspursleycom Timothy P Fearnside Kelly Greene McConnell Stephanie C.WestermeierJeffreyC.Feraday Cynthia A.Melillo Robert B.White
Amanda L Keating Christopher H.Meyer
Kari T Klein Kendall L Miller Raymond D.GivensDeboraK.Kristensen L Edward Miller James A.McClureFranklin6.Lee Patrick J.Miller or counssi.
September 18,2001
Via Hand Delivery -
Jean Jewell,Secretary
Idaho Public Utilities Commission
472 W.Washington Street
P.O.Box 83720
Boise,ID 83720-0074
RE:Direct Communications Rockland's Application.ATTENTION
COMMISSION SECRETARY AND HEAD LEGAL SECRETARY:
Direct Communications Rockland,Inc.requests that the Commission issue
an Order approvingissuance of these securities on or before October 30,
2001.
Dear Jean:
I am enclosing an originaland four copies of Direct Communication Rockland'sapplicationforloanapproval,togetherwith a filing fee in the amount of $546.60.Please
acknowledge receipt by returning a stamped copy of this cover letter,
You will note that the directors'resolution attached as Exhibit B has not yet beenexecuted.We will substitute fully executed copies as soon as they are received.
Thank you for your help.
Ver truly yours,
Conley
CEW/cew
Enclosures
CONLEY WARD
GIVENS PURSLEY LLP 3û277North6thStreet,Suite 200
P.O.Box 2720
Boise,ID 83701
[phone]
[phone] (fax)
Idaho State Bar #1683
Attorneysfor Direct Communications Rockland,Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of Direct )Case No.[7CAf-Ú//Communications Rockland,Inc.for Authority )
to Borrow from the Rural Utilities Service )APPLICATION OF DIRECT("RUS")in the Amount of $3,316,000 )COMMUNICATIONS
)ROCKLAND,INC.
Direct Communications Rockland,Inc.("Rockland"or "Applicant"),by and
throughits attorneysGivens Pursley LLP,makes this Applicationpursuant to Idaho Code
§61-901 for authorityto execute a Loan Agreement in the amount of Three Million,
Three Hundred SixteenThousandDollars ($3,316,000)with the Rural Utilities Service
(the "RUS").In support of its Application,Rockland states as follows:
1.Applicantis a certificated telephonecorporation organized under the laws of
the State of Idaho providingtelecommunication services includinglocal exchange service
within the state of Idaho.
2.All notices and communications with regard to this Applicationshouldbe
served upon:
Conley Ward
Givens Pursley LLP
277 North 6th Street,Suite 200
P.O.Box 2720
Boise,ID 83701
APPLICATIONOF DIRECT COMMUNICATIONsROCKLAND,INC -1
Leonard May
Direct CommunicationsRockland,Inc.
P.O.Box 269
Rockland,ID 83271
3.The proposed RUS loan proceeds will be used to pay for,and partially
reimburse general funds for,the following projects:(1)extension of service to new
customers,(2)addition of new dense wave division multiplex electronic equipmentfor
Rockland's existingfiber optic facilities,(3)installation of new central office equipment,
and (4)related purposes.
4.Applicantbelieves the proposed RUS loan will qualify as a hardship loan with
an interest rate of approximatelyfive percent (5%)per annum.If the loan is not
designated as a hardship loan,the interest rate will be at RUS's then current market rates
at the time of closing.
5.The proposed transaction is consistent with the public interest.Construction of
the new facilities will improveservice for Rockland's customers and make it possible for
Rockland to meet new service demands.
6.A copy of the Applicant'smost recent Annual Reportshowingthe authorized
and outstandingclasses of Applicant'ssecurities is on file with the Commission,and the
Applicantrespectfullyrequests the Commission take official notice thereof.A certified
copy of Applicant'sBoard of Directors'resolution authorizingthe proposed transaction is
attached hereto as Exhibit A.
7.A Proposed Order grantingthis Applicationis attached hereto as Exhibit B.
8.Notice of this Application will be published within seven (7)days in The Idaho
Statesman (Boise).A copy of this Notice is attached as Exhibit C.
9.Applicantsubmits that the public interest does not require a hearing on this
matter and it requests that the Commission process this Application and determine this
matter by Modified Procedure,pursuant to Rule 23 of the Commission's Rules of Practice
APPLICATIONOF DIRECT COMMUNICATIONS ROCKLAND,INC -2
and Procedure.In the event the Commission determines that formal proceedings on this
Application are necessary,Applicant stands ready for immediate hearing.
10.Applicanthas attached its filing fee,pursuant to Section 61-905,Idaho Code,in
the amount of FIVE HUNDRED FORTY SIX AND 60/100THS DOLLARS ($546.60).
WHEREFORE,Applicant respectfullyrequests an Order of this Commission:
1.Granting the foregoingApplicationof Direct CommunicationsRockland,Inc.
to execute and deliver to the Rural Utilities Service a Loan Agreementin an amount not
to exceed $3,316,000.
2.Granting such other relief as the Commission deems just and reasonable in this
matter.
DATED this 18th day of September,2001
ConleyWar¾
GIVENS PURSLEY LLP
Attorneysfor Applicant
APPLICATION OF DIRECT COMMUNICATIONSROCKLAND,INC -3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the /e L day of September,2001 I caused a
true and correct copy of the foregoing to be served upon:
Ms.Jean Jewell,Secretary
Idaho Public Utilities Commission
472 W.Washington Street
Boise,ID 83702
by hand deliveringthe same to the above-named at the last known address(s)as set forthabove.
APPLlCATION OF DIRECT COMMUNICATIONS ROCKLAND,INC -4
CERTIFIED COPY OF MINUTES AUTHORIZING LOAN
APPLICATION AND AGREEMENT
I,Marilyn May,do hereby certify that:I am the Secretary of Direct
Communications Rockland,Inc.(the "Member").
The following is a true and correct copy of excerpts from the minutes of a meeting
of the Board of Directors of the Member held September 8,2001,as they appear in the
Minutes Book of the Member,said resolutions duly adopted thereat;the meeting wasdulyandregularlycalledinaccordancewiththebylawsoftheMember;the Loan
Application and Agreement(the "Agreement")submitted herewith or to be submittedtoRuralUtilitiesServicearesubstantiallysimilartotheformoftheAgreementaspresented
to said meeting,the execution of which was authorized by the Board of Directors and
said resolutionshave not been modified or rescinded:
"The Board of Directors of Direct Communications Rockland,Inc.havingbeen
advised by its counsel that the Member is legally constituted,is in compliancewith all
applicable statutory,regulatoryand other legalrequirementsand is in good standing,and
that an application to be made to Rural Utilities Service ("RUS")for a loan and itsapprovalbyRUS,together with the execution of an agreement as authorizedby the
Board,in the form of the Agreementpresented at this meeting,will constitute valid andbindingobligationsoftheMember,enforceableby and against the Member,in
accordance with the terms of these documents;
"RESOLVED,that the Member borrow from the Rural Utilities Service ("RUS")
an amount which shall not exceed in the aggregate $3,316,000.00 for a term as setforthintheAgreement,and at such interest rate or rates as shall be prescribed in
the Agreement executed by and on behalf of the Member and delivered to RUS,
the proceeds of such loan to be used for purposes set forth in the Agreementand
consistentlywith the requirements of existingagreements and security documents
of the Member;and,
"RESOLVED,that the President of the Member be and is herebyauthorizedto
execute,on behalf of the Member,an agreement substantiallyin the form of the
Agreementpresented to this meeting,to revise and modify said Agreement within
the amount so authorized;and to apply such further documents as may be need to
comply with RUS's requirements;and,
"RESOLVED,that the President is authorizedon behalf of the Member to request
and receive funds pursuant to the Agreement and is directed to deposit such funds
in a bank account used for the general funds of the Member;and,
DIRECT COMMUNlCATIONS ROCKLAND
CASE No.ROK-T-01-
ExnIBIT A
"RESOLVED,that the appropriate officers are authorized to take all actions theydeemadvisabletocarryoutthepurposeoftheseresolutions."
IN WITNESS WHEREOF,I have hereunderset my hand and affixed the seal oftheMember,this 18th day of September,2001.
Secretary
DIRECT COMMUNICATIONS ROCKLAND
CASE No.ROK-T-01-
EXHIBITA
Conley Ward
GIVENS PURSLEY &HUNTLEY LLP
277 North 6th Street,Suite 200
P.O.Box 2720
Boise,ID 83701
[phone]
[phone] (fax)
Idaho State Bar #1683
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of Direct )Case No.ROK-T-01-CommunicationsRockland,Inc.for Authority )to Borrow from the Rural Utilities Service )PROPOSED ORDER("RUS")in the Amount of $3,316,000 )
On September 18,2001,Direct Communications Rockland,Inc.(hereinafter
Applicant),filed an Application for Loan Approvalwith this Commission requesting
authorityto execute a loan contract amendmentand supplementalmortgage in the
amount of $3,316,000 with the United States of America,acting through the Rural
Utilities Service ("RUS").
In support of said Application,Applicant alleges that the proceeds of the RUS loan
will be used to pay for,and partially reimburse general funds for,the following projects:
extensionof service to new customers,(2)addition of new dense wave division multiplex
electronic equipment,(3)installation of new central office equipment,and (4)related
purposes.
After examiningthe Applicationand 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 transactionis consistent with the public interestand the
Applicant'sproper performanceof its duties as a public utility.
DIRECT COMMUNICATlONS ROCKLAND
CASE No.ROK-T-01-Exinni
IT IS THEREFORE ORDERED that the Applicationof Silver Star Telephone
Company for authorityto execute a loan contract amendmentand supplementalmortgage
with the RUS in the amount of $$3,316,000 be,and the same is hereby granted.
DONE by Order of the Idaho Public Utilities Commission this day of
,2001.
Paul Kjellander,President
Dennis S.Hansen,Commissioner
Marsha Smith,Commissioner
ATTEST:
DIRECT COMMUNICATIONs ROCKLAND
CASE No.ROK-T-01-EXHmÃ
LEGAL NOTICE OF DIRECT COMMUNICATIONS ROCKLAND,INC.
APPLICATION FOR AUTHORITY TO BORROW FUNDS
NOTICE IS HEREBY GIVEN that on September 18,2001,Direct
Communications Rockland,Inc.,completed and filed with the Idaho Public Utilities
Commission an Application for authority to borrow up to $3,316,000 from the United
States of America,acting throughthe Rural Utilities Service and in connection with the
borrowing,to execute a telephoneloan contract amendmentand a supplemental
mortgage.
The Application is on file and is available for public inspection at the IdahoPublic
Utilities Commission.Any person desiring to comment on said Applicationmust file
petitionsor protests with the Idaho Public Utilities Commission within fourteen (14)days
of the filing date.If no protests are received within this time limit,the Commission may
consider the Application and enter its Order without setting the matter for hearing.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 Cormiission,Statehouse,
Boise,Idaho 83720.
Jean Jewell,Secretary
Idaho Public Utilities Commission
DIRECT COMMUNICATIONS ROCKLAND
CASE No.ROK-T-01-
ExtilinT C