20040329Application.pdf

Conley E. Ward (ISB No. 1683)
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone]
i::;ECEI \lED
ii.
fY'IL::.!
,--
'i'1"1 H"1 (Uti'i!
,?"" /+~ . ,..
- Ii . J
....,,'' -
u i ill) !;:S ' COhi1iSSION
Attorneys for Direct Communications Rockland, Inc.
S:ICLIENTSII257\45\Application.DOC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF DIRECT COMMUNICATIONS
ROCKLAND, INC. FOR AUTHORITY TO
BORROW FROM THE RURAL
TELEPHONE FINANCE COOPERATIVE
RTFC") IN AN AMOUNT NOT TO
EXCEED $3 277 778.
Case No.
Dc tit tJ I-j~ (/ J-
APPLICATION OF DIRECT
COMMUNICATIONS ROCKLAND,
INC.
Direct Communications Rockland, Inc. ("Direct Communications" or "Applicant"), by
and through its attorneys, Givens Pursley LLP, makes this Application pursuant to Idaho Code ~
61-901 for authority to execute a Loan Agreement in an amount not to exceed $1 777 778 and
for an interim line of credit in an amount not to exceed $1 500 000 with the Rural Telephone
Finance Cooperative ("R TFC"). In support of its Application, Direct Communications states as
follows:
Applicant is a certificated telephone corporation organized under the laws of the
State ofIdaho providing telecommunication services including local exchange service within the
state ofIdaho.
All notices and communications with regard to this Application should be served
upon:
Conley E. Ward
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701-2720
OR\G\NALAPPLICATION OF DIRECT COMMUNICATIONS ROCKLAND, INC. - 1
cew~givenspursley.com
Leonard May
Direct Communications Rockland, Inc.
P. O. Box 269
Rockland, ID 83271
eonard~starwe st. dcdi. net
The proposed RTFC financing consists of two components. The first is a 15 year
term loan in the amount of $1 777 778, secured by a shared first mortgage lien with Rural
Utilities Service. The proceeds of this loan will be used to refinance an existing interim line of
credit, which was used to finance system improvements, and to purchase a Subordinated Capital
Certificate equal to 10% of the loan proceeds.
The second portion of the requested financing authority is for a new revolving line of
credit in an amount not to exceed $1 500 000. This line of credit will be used from time to time
as necessary to fund system improvements and upgrade facilities as necessary.
The proposed transaction is consistent with the public interest. Construction
upgraded facilities will improve service for Direct Communications s existing Idaho customers
and enable the Applicant to offer broadband communications services to both business and
residential users.
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 B.
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
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.
APPLICA TION OF DIRECT COMMUNICATIONS ROCKLAND, INC. - 2
In the event the Commission determines that formal proceedings on this Application are
necessary, Applicant stands ready for immediate hearing.
Applicant has therefore attached its filing fee, calculated pursuant to Section 61-
905, Idaho Code, in the amount of FIVE HUNDRED FIFTY THREE DOLLARS ($553.00).
WHEREFORE, Applicant respectfully requests an Order of this Commission:
Granting the foregoing Application of Direct Communications Telephone
Company to execute and deliver to the Rural Telephone Finance Cooperative a Loan Agreement
in an amount not to exceed $1 777 778; and
Granting the foregoing Application of Direct Communications Telephone
Company to enter into an interim line of credit with the Rural Telephone Finance Cooperative in
an amount not to exceed $1 500, 000; and
Granting such other relief as the Commission deems just and reasonable in thismatter. J.l
DATED this 9. day of March 2004.
;:!lQ
Attorneys for Direct Communications
Rockland, Inc.
APPLICATION OF DIRECT COMMUNICATIONS ROCKLAND, INC. - 3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this :J~day of March 2004, 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
O. Box 83720
Boise, ID 83720-0074
( ! U.S. Mail
( v'J Hand Delivered
( ) Overnight Mail
( ) Facsimile
APPLICATION OF DIRECT COMMUNICATIONS ROCKLAND, INC. - 4
EXHIBIT"
CERTIFIED COpy OF MINUTES AUTHORIZING LOAN
APPLICATION AND AGREEMENT
Marilyn May, do hereby certify that: I am the Secretary of Direct Communications
Rockland, Inc. ("Company
The following is a true and correct copy of excerpts from the minutes of a meeting of the
Company s Board of Directors held March 24, 2004, as they appear in Company s Minutes
Book, said resolutions being duly adopted thereat. The meeting was duly and regularly called in
accordance with Company s bylaws and said resolutions have not been modified or rescinded:
The Board of Directors of Direct Communications Rockland, Inc. having been advised
by its counsel that the Company is legally constituted, is in compliance with all applicable
statutory, regulatory and other legal requirements and is in good standing, and that an application
made to Rural Telephone Finance Cooperative ("RTFC") for two loans and their approval by
R TFC, together with the execution of an agreement as authorized by the Board, will constitute
valid and binding obligations of the Company, enforceable by and against the Company, in
accordance with the terms of these documents;
RESOLVED, that the Company borrow from the Rural Telephone Finance Cooperative
("RTFC") an amount which shall not exceed in the aggregate $1 777 778 for a term, and
at such interest rate or rates as shall be prescribed in the Agreement executed by and on
behalf of the Company and delivered to R TFC, the proceeds of such loan to be used for
purposes set forth in the Agreement and consistently with the requirements of existing
agreements and security documents of the Company; and
Resolved that the Company enter into an interim line of credit agreement with the R TFC
in an amount not to exceed $1 500 000; and
RESOLVED, that the President of the Company be and is hereby authorized to
execute, on behalf ofthe Company, to revise and modify said agreements within
the amount so authorized; and to apply such further documents as may be need to
comply with RTFC's requirements; and
RESOLVED, that the President is authorized on behalf ofthe Company to
request and receive funds pursuant to the agreements and is directed to deposit
such funds in a bank account used for the general funds of the Company; and
RESOLVED, that the appropriate officers are authorized to take all actions they
deem advisable to carry out the purpose of these resolutions.
IN WITNESS WHEREOF, I have hereunder set my hand and affixed the seal of the
Company, this day of 2004.
Secretary
EXHIBIT
Conley E. Ward (ISB No. 1683)
GIVENS PURSLEY LLP
601 W. Bannock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone].
Attorneys for Direct Communications Rockland, Inc.
S:ICLIENTSII257\45\Proposed Order.DOC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF DIRECT COMMUNICATIONS
ROCKLAND, INC. FOR AUTHORITY TO
BORROW FROM THE RURAL
TELEPHONE FINANCE COOPERATIVE
RTFC") IN AN AMOUNT NOT TO
EXCEED $3 277 778.
Case No.
ORDER
On March 29 2004, Direct Communications Rockland (hereinafter Applicant), filed an
Application for Loan Approval with this Commission requesting authority to execute a loan
contract amendment and interim line of credit in an amount not to exceed $3 277 778 with the
the Rural Telephone Finance Cooperative ("RTFC"
In support of said Application, Applicant alleges that the proposed R TFC loan proceeds
will be used to pay for, and partially reimburse general funds for, general system improvements.
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.
IT IS THEREFORE ORDERED that the Application of Direct Communications
Rockland, for authority to execute a loan contract amendment and interim line of credit with the
RTFC in an amount not to exceed $3 277 778 be, and the same is hereby granted.
ORDER - 1
DONE by Order of the Idaho Public Utilities Commission this day of
2004.
Paul Kjellander, President
Dennis S. Hansen, Commissioner
Marsha Smith, Commissioner
ATTEST:
ORDER - 2
EXHIBIT
LEGAL NOTICE OF DIRECT COMMUNICATIONS ROCKLAND, INc.'
APPLICATION FOR AUTHORITY TO BORROW FUNDS
NOTICE IS HEREBY GIVEN that on March 29, 2004, Direct Communications
Rockland, Inc., completed and filed with the Idaho Public Utilities Commission an Application
for authority to borrow up to $3 277 778 from the Rural Telephone Finance Cooperative and, in
connection with the borrowing, to execute a telephone loan contract amendment and a
supplemental mortgage.
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