20011012Executed Version of Exhibit A.pdf

GIVENS PURSLEY "
LAW OFFICES Gary G.Allen David 8.Lombardi Judson B.Montgomery
277 North 6th Street,Suite 200 Christopher J.Beeson 0.David Lorello,Jr Angela K.Nelson
PO Box 2720.Boise,Idaho83701 Michael C.Creamer Kevin T.Maloney W Hugh O'Riordan
Thomas E.Dvorak Kimberly D.Maloney Kenneth L PursleyTELEPHONE:ZÛÑ 36 Roy Lewis Eiguren John M.Marshall Virginia L Stukel
FACSIMILE:208 388-1300 Jacqueline M.Fearnside Kenneth R.McClure Conley Ward
WEasiTE:www.givenspurslev com Timothy R Fearnside Kelly Greene McConnell Stephanie C.Westermeier
Jeffrey C.Fereday Cynthia A.Melillo Robert 8.White
Amanda L Keating Christopher H.Meyer
Karl I Klein Kendall L Miller Raymond D.GivansDeboraK.Kristensen L Edward Miller James A.McClureDirectDial:[phone] Franklin G.Lee Patrick J.Miller or counsee
E-Mail:mcckùgivenspursley.com
October 12,2001 =ym
VIA HAND DELIVERY
Jean Jewell,Secretary o gIdahoPublicUtilitiesCommission
472 W.Washington Street
P.O.Box 83720
Boise,ID 83720-0074
Re:DCM-T-01-01
Our File:1257-31
Dear Jean:
I am enclosingan original and four copies of an executed version of Rockland's
Exhibit A in the above entitled case.Please substitute this version of Exhibit A for the
unsigned copies filed as original Exhibit A.
Thank you for your assistance.
Since
ichael C.Creamer
MCC/tns
Enclosure
S:\CLIENTS\l257\31\corr\Ltrto Jean Jewell.doc
CERTIFIED COPY OF MINUTES AUTHORIZING LOANAPPLICATIONANDAGREEMENT
I,Marilyn May,do hereby certify that:I am the Secretary of DirectCommunicationsRockland,Inc.(the "Member").
The following is a true and correct copy of excerpts from the minutes of a meetingoftheBoardofDirectorsoftheMemberheldSeptember8,2001,as they appear in theMinutesBookoftheMember,said resolutions duly adopted thereat;the meeting wasdulyandregularlycalledinaccordancewiththebylawsoftheMember;the LoanApplicationandAgreement(the "Agreement")submitted herewith or to be submitted toRuralUtilitiesServicearesubstantiallysimilartotheformoftheAgreementaspresentedtosaidmeeting,the execution of which was authorizedby the Board of Directors andsaidresolutionshavenotbeenmodifiedorrescinded:
"The Board of Directors of Direct Communications Rockland,Inc.havingbeenadvisedbyitscounselthattheMemberislegallyconstituted,is in compliancewith allapplicablestatutory,regulatoryand other legal requirementsand is in good standing,andthatanapplicationtobemadetoRuralUtilitiesService("RUS")for a loan and itsapprovalbyRUS,together with the execution of an agreement as authorizedby theBoard,in the form of the Agreernentpresented at this meeting,will constitutevalid andbindingobligationsoftheMember,enforceable by and against the Member,inaccordancewiththetermsofthesedocuments;
"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 intheAgreementexecutedbyandonbehalfoftheMemberanddeliveredtoRUS,the proceeds of such loan to be used for purposes set forth in the Agreement andconsistentlywiththerequirementsofexistingagreementsandsecuritydocumentsoftheMember;and,
"RESOLVED,that the President of the Member be and is hereby authorizedtoexecute,on behalf of the Member,an agreement substantiallyin the form of theAgreementpresentedtothismeeting,to revise and modify said Agreementwithintheamountsoauthorized;and to apply such further documents as may be need tocomplywithRUS's requirements;and,
"RESOLVED,that the President is authorizedon behalf of the Member to requestandreceivefundspursuanttotheAgreementandisdirectedtodepositsuchfundsinabankaccountusedforthegeneralfundsoftheMember;and,
CERTIFIED COPV OF MINUTES -1
"RESOLVED,that the appropriate officers are authorized to take all actions theydeemadvisabletocarryoutthepurposeoftheseresolutions."
IN WITNESSWHEREOF,I have hereunderset my hand and affixed the seal oftheMember,this 18th day of September,2001.
tary
CERTIFIED COPY OF MINUTES -2
MINUTES OF SPECIALMEETING OF
BOARD OF DIRECTORSOFDIRECTCOMMUNICATIONSROCKLAND,INC.
A special meeting of the Board of Directors of Direct CommunicationsRocldand,Inc.was held on the day of September 18,2001 at the corporate office in Rockland,Idaho.
There were present at the meetingLeonard May and Marilyn May.Each of thesepersonssignedawaiverofnoticeforthismeeting.Leonard May acted as Chairman ofthemeetingandMarilynMayactedasSecretarythereof.
The order of business was the consideration of a proposed resolution authorizingthecorporationtoborrowanadditional$3,316,000 from the Rural Utilities Service("RUS").Uponmotion duly made and seconded,the following proposed resolution wasunanimouslyadopted:
"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 intheAgreementexecutedbyandonbehalfoftheMemberanddeliveredtoRUS,the proceeds of such loan to be used for purposes set forth in the AgreementandconsistentlywiththerequirementsofexistingagreementsandsecuritydocumentsoftheMember;and,
"RESOLVED,that the President of the Member be and is hereby authorizedtoexecute,on behalf of the Member,an agreement substantiallyin the form of theAgreementpresentedtothismeeting,to revise and modify said Agreementwithintheamountsoauthorized;and to apply such further documents as may be need tocomplywithRUS's requirements;and,
"RESOLVED,that the President is authorizedon behalf of the Member to requestandreceivefundspursuanttotheAgreementandisdirectedtodepositsuchfundsinabankaccountusedforthegeneralfundsoftheMember;and,
"RESOLVED,that the appropriate officers are authorized to take all actions theydeemadvisabletocarryoutthepurposeoftheseresolutions."
There being no further business to come before the meeting,it was adjourned.
MINUTES OF SPECIAL MEETING -1
WAIVER OF NOTICE
We,the directors of Direct CommunicationsRockland,Inc.(hereinafter called the
"Corporation"),waive all notice of the time,place and purpose of a special meeting of the
board of directors and fix Rockland,Idaho,as the place,and the 18th day of September,
2001,at 9:30 o'clock,a.m.,as the time for the holding of such meeting for the purpose of
acting upon:
(1)The authorization of the borrowingof an amount not to exceed $3,316,000bytheCorporationfromtheRuralUtilitiesService("RUS");and
(2)The authorization of the execution and deliveryby the Corporation to theRUSofanAgreementevidencingsuchloan.
IN WITNESS WHEREOF we have hereunto set my hand and affixed the seal of
the Corporation this 18th day of September,2001.
Leo a d May
Mari M
Maril a ecr
Being all the Directors of
Direct CommunicationsRockland,Inc.
without exception
Waiver of Notice