20010927Application.pdf

RECE!VED El
CONLEY WARD FfLED
GIVENS PURSLEY LLP
277 North 6th Street,Suite 200
P.O.Box 2720
Boise,ID 83701 TIUTIES COMMISSION
[phone]
[phone] (fax)
Idaho State Bar #1683
Attorneysfor Midvale TelephoneExchange,Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application of Midvale )Case No.ÑÏ O l'd Â
Telephone Exchange,Inc.for Authority to )Borrow from the Rural Utilities Service )APPLICATION OF MIDVALE
("RUS")in the Amount of $5,692,309 )TELEPHONE EXCHANGE,INC.
Midvale Telephone Exchange,Inc.("Midvale"or "Applicant"),by and through its
attorneysGivens Pursley LLP,makes this Applicationpursuant to Idaho Code §61-901
for authorityto execute a Loan Agreementin the amount of Five Million,Six Hundred
Ninety-TwoThousand,Three Hundred and Nine Dollars ($5,692,309)with the Rural
Utilities Service (the "RUS").In support of its Application,Midvale states as follows:
1.Applicantis a certificated telephonecorporation organized under the laws of
the State of Idaho providing telecommunication services includinglocal exchange service
within the states of Idaho,Oregon,and Arizona.
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 MIDVALE TELEPHONE EXCHANGE,INC -1
Lane Williams
Midvale Telephone Exchange,Inc.
P.O.Box 7
Midvale,ID 83645
[phone]
3.The proposed RUS loan proceeds will be used to pay for,and partially
reimburse general funds for,the following projects:(1)extensionof service to new
customers,(2)the upgrade and replacementof inside and outside plant for the Stanley
and Midvale exchanges in Idaho and the Cascabel,Arizona exchange,(3)the formation
of two new exchanges (Millsite and Silver Bell)in previouslyunserved areas in Arizona,
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 transactionis consistentwith the public interest.Construction of
the upgraded facilities will improveservice for Midvale's existingIdaho and Arizona
customers.Construction of the new Millsite and Silver Bell exchanges will serve the
goals of universal service,and will be funded in part by disbursementfrom the Arizona
Universal Service Fund.
6.A copy of the Applicant'smost recent Annual Report showingthe authorized
and outstanding classes 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 transactionis
attached hereto as Exhibit A.
7.A Proposed Order granting this Applicationis attached hereto as Exhibit B.
8.Notice of this Applicationwill be publishedwithin seven (7)days in The Idaho
Statesman (Boise).A copy of this Notice is attached as Exhibit C.
APPLICATIONOF MIDVALE TELEPHONE EXCHANGE,INC-2
9.Applicant submits that the public interest does not require a hearing on this
matter and it requests that the Commission process this Applicationand 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.
10.Sixty five percent of Applicant's revenues are derived from its Idaho service.
Applicant has therefore attached its filing fee,calculatedpursuant to Section 61-905,
Idaho Code,in the amount of FIVE HUNDRED SIXTEEN AND 23/100THS DOLLARS
($516.23).
WHEREFORE,Applicant respectfullyrequests an Order of this Commission:
1.Grantingthe foregoingApplicationof Midvale TelephoneExchange,Inc.to
execute and deliver to the Rural Utilities Service a Loan Agreementin an amount not to
exceed $5,692,309;
2.Grantingsuch other relief as the Commission deems just and reasonable in this
matter.
DATED this 27th day of September,2001
C leWd
GIVENS RSLEY LLP
Attorneysfor Applicant
APPLICATIONOF MIDVALE TELEPHONE EXCHANGE,INC -3
I HEREBY CERTIFY
CERTIFICATE 07FRVICESeptember,
2001 I caused a
true and correct copy of the foregoingto 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.
APPLICATIONOF MIDVALE TELEPHONE EXCHANGE,INC -4
CERTIFIED COPY OF MINUTES AUTHORIZING LOANAPPLICATIONANDAGREEMENT
I,Mary Williams,do hereby certify that:I am the Secretary of Midvale TelephoneExchange,Inc.(the "Member").
The following is a true and correct copy of excerpts from the minutes of a meetingoftheBoardofDirectorsoftheMemberheldSeptember27,2001,as they appear in theMinutesBookoftheMember,said resolutions duly adopted thereat;the meeting wasdulyandregularlycalledinaccordancewiththebylawsoftheMember;the LoanApplicationandAgreement(the "Agreement")submitted herewith or to be submittedtoRuralUtilitiesServicearesubstantiallysimilartotheformoftheAgreementaspresentedtosaidmeeting,the execution of which was authorizedby the Board of Directors andsaidresolutionshavenotbeenmodifiedorrescinded:
"The Board of Directors of Midvale TelephoneExchange,Inc.havingbeenadvisedbyitscounselthattheMemberislegallyconstituted,is in compliance with allapplicablestatutory,regulatoryand other legal requirementsand is in good standing,andthatanapplicationtobemadetoRuralÚtilitiesService("RUS")for a loan and itsapprovalbyRUS,togetherwith the execution of an agreement as authorized by theBoard,in the form of the Agreementpresented at this meeting,will constitute valid 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 $5,692,309.00 for a term as setforthintheAgreertient,and at such interest rate or rates as shall be prescribed intheAgreemente,xecuted 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 Agreement andconsistentlyyÍththerequirementsofexistingagreementsandsecuritydocumentsoftheMemger;and,
"RESOL)fED,that the President of the Member be and is hereby authorizedtoexecuteonbehalfoftheMember,an agreement substantiallyin the form of theAgreertentpresentedtothismeeting,to revise and modify said Agreement withintheamountsoauthorized;and to apply such further documents as may be need tocomplywithRUS's requirements;and,
"RESOLVED,that the President is authorized on behalf of the Member to requestandreceivefundspursuanttotheAgreementandisdirectedtodepositsuchfundsinabankaccountusedforthegeneralfundsoftheMember;and,
MIDVALE TELEPHONE EXCHANGE,INC.
CASE No.MID-T-01-
EXHIBITA
"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 hereunderset my hand and affixed the seal oftheMember,this 27th day of September,2001.
Secretary
MIDVALE TELEPHONE EXCHANGE,INC.
CASE No.MID-T-01-
EXHIBIT A
RECElVEDGIVENSPURSLEY""gitto O
MIOCT-5 PR 3:41
LAW OFFICES Gary G.Allen David R Lombardi Judson 8 Montgomery277North6thStreet,Suite 200 Christopher J.Beeson i gii IUBL C Angela K Nelson
PO Box2720.Boise,Idaho83701 yMhichaelCCreamer UTIL gpMISSig h 0 Rio n
TELEPHONE:[phone] Roy Lewis Eiguren John M.Marshall Virginia L.StukelPACSIMILE:208 388-1300 Jacqueline M Fearnside Kenneth 8.McClure Conley Ward
WEastTE:wwwgivenspudey.om TÌm0thy P.Fearnside Kelly Greene McConnell Stephanie C.WestermeierJeffreyC.Fereday Cynthia A.Melillo Robert 8.White
Amanda L.Keating Christopher H.Meyer
Karl T Klein Kendall L.Miller Raymond D.GivensDeboraK.Kristensen L.Edward Miller James A.McClureDirectDial:[phone] Franklin G.Lee Patrick J.Miller or counm.E-Mail:cew(egivenspursley.com
October 5,2001
VIA HAND DELIVERY
Jean Jewell,Secretary
Idaho Public Utilities Commission
472 W.Washington Street
P.O.Box 83720
Boise,ID 83720-0074
Re:MID-T-01-02
Our File:1614-53
Dear Jean:
I am enclosing an original and four copies of an executed version of Midvale'sExhibitAintheaboveentitledcase.Please substitute this version of Exhibit A for theunsignedcopiesfiledasoriginalExhibitA.
Thank you for your assistance.
Si re yours,
Conley rd
CEW/tns
Enclosures
S:\CLIENTS\l614\53\Corr\Ltrto Jean Jewell.doc
RECEIVED @
FILED O
CERTIFIED COPY OF MINUTES AUTHORIZINgggNy pg 3:4 1APPLICATIONANDAGREEMENT
¡DAHO PUBLICUTILITIESCOMMISSION
I,Mary Williams,do hereby certify that:I am the Secretary of Midvale TelephoneExchange,Inc.(the "Member").
The following is a true and correct copy of excerpts from the minutes of a meetingoftheBoardofDirectorsoftheMemberheldSeptember27,2001,as they appear in theMinutesBookoftheMember,said resolutions duly adopted thereat;the meeting wasdulyandregularlycalledinaccordancewiththebylawsoftheMember;the LoanApplicationandAgreement(the "Agreement")submitted herewith or to be submittedtoRura1UtilitiesServicearesubstantiallysimilartotheformoftheAgreementaspresentedtosaidmeeting,the execution of which was authorized by the Board of Directors andsaidresolutionshavenotbeenmodifiedorrescinded:
"The Board of Directors of Midvale TelephoneExchange,Inc.havingbeenadvisedbyitscounselthattheMemberislegallyconstituted,is in compliance with allapplicablestatutory,regulatory and other legal requirementsand is in good standing,andthatanapplicationtobemadetoRuralUtilitiesService("RUS")for a loan and itsapprovalbyRUS,together with the execution of an agreement as authorized by theBoard,in the form of the Agreement presented at this meeting,will constitutevalid andbindingobligationsoftheMember,enforceableby 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 $5,692,309.00 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 Agreement withintheamountsoauthorized;and to apply such further documents as may be need tocomplywithRUS's requirements;and,
"RESOLVED,that the President is authorized on behalf of the Member to requestandreceivefundspursuanttotheAgreementandisdirectedtodepositsuchfundsinabankaccountusedforthegeneralfundsoftheMember;and,
MinvALE TELEPHONE EXCHANGE,INC.CASE No.MID-T-01-
EXHierr A
"RESOLVED,that the appropriateof6cers are authorized to take all actions theydeemadvisabletocarryoutthepurposeoftheseresolutions."
IN WITNESS WHEREOF,I have hereunderset my hand and affixed the seal oftheMember,this 27th day of September,2001.
/Secretary
MIDVALE TEU3PHONE EXCHANGfs INC.
CASE NO.MIINT-01-
EXHunTA
Conley Ward,Idaho State Bar #1683
GIVENS PURSLEY LLP
277 North 6th Street,Suite 200
P.O.Box 2720
Boise,ID 83701
[phone]
[phone] (fax)
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the A lication of Midvale )Case No.MID-T-01-PPTelephoneExchange,Inc.for Authority to )Borrow from the Rural Utilities Service )PROPOSED ORDER("RUS")in the Amount of $3,316,000 )
On September 27,2001,Midvale TelephoneExchange,Inc.(hereinafter
Applicant),filed an Applicationfor Loan Approvalwith this Commission requesting
authority to execute a loan contract amendmentand supplementalmortgage in the
amount of $5,692,309 with the United States of America,acting throughthe Rural
Utilities Service ("RUS").
In support of said Application,Applicantalleges that the proceeds of the RUS loan
will be used to pay for,and partially reimburse general funds for,the followingprojects:
extensionof service to new customers,(2)the upgrade and replacement of inside and
outside plant for Stanley and Midvale,Idaho exchanges and the Cascabel,Arizona
exchange (3)the formation of two new exchanges in previouslyunservedareas in
Arizona,and (4)related purposes.
After examiningthe Applicationand supporting documents and being fully
advised in the premises,the Commission herebyfinds that a hearing in this matter is not
required,and that the proposed transaction is consistent with the public interest and the
Applicant'sproper performance of its duties as a public utility.
MIDVALE TELEPHONE EXCHANGE,INC.
CASE No.MID-T-01-
EXHIB
IT IS THEREFORE ORDERED that the Application of Midvale Telephone
Exchange,Inc.,for authorityto execute a loan contract amendmentand supplemental
mortgage with the RUS in the amount of $$5,692,309 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:
MIDVALE TELEPHONE EXCHANGE,INC.
CASE No.MID-T-01-
EXHIB
LEGAL NOTICE OF MIDVALE TELEPHONE EXCHANGE,INC.
APPLICATION FOR AUTHORITY TO BORROW FUNDS
NOTICE IS HEREBY GIVEN that on September 18,2001,Midvale Telephone
Exchange,Inc.,completedand filed with the Idaho Public Utilities Commission anApplicationforauthoritytoborrowupto$5,692,309 from the United States of America,
acting through the Rural Utilities Service and in connection with the borrowing,to
execute a telephoneloan contract amendmentand a supplementalmortgage.
The Applicationis on file and is available for public inspection at the Idaho PublicUtilitiesCommission.Any person desiring to comment on said Applicationmust filepetitionsorprotestswiththeIdahoPublicUtilitiesCommissionwithinfourteen(14)daysofthefilingdate.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.IfwrittenprotestsarefiledwiththeCommissionwithinthetimelimitset,the Commissionwillconsiderthesame,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
MIDVALE TELEPHONE EXCHANGE,INC.
CASE No.MID-T-01-
EXHI