20101019Application.pdf

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Cynthia A. Melilo (ISB No. 5819)
GIVENS PURSLEY LLP
601 W. Banock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone]
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2DW OCT 19 PH 4: 33
Attorneys for Midvale Telephone Exchange, Incorporated
994038JDO
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF MIDVALE TELEPHONE EXCHANGE,
INCORPORATED FOR AUTHORITY TO
BORROW FROM THE UNITED STATES
OF AMERICA RURAL UTILITIES
SERVICE ("RUS") IN AN AGGREGATE
AMOUN NOT TO EXCEED $1,359,720.
Case No. M i: D- -+ - 10- 0 .:
APPLICATION OF MIDVALE
TELEPHONE EXCHAGE,
INCORPORATED
Midvale Telephone Exchange, Incorporated ("Midvale" or "Applicant"), by and through
its attorneys, Givens Pursley LLP, makes ths Application pursuant to Idaho Code § 61-901 for
authority to execute three LoanGrant and Securty Agreements for a loan amount not to exceed
$1,359,720 in the aggregate with the United States of Amerca Rural Utilities Serice ("RUS")
Broadband Intiatives Program. In support of its Application, Midvale states as follows:
1. Applicant is a certificated telephone corporation organized under the laws of the
state of Idaho providing telecommuncation serices including local exchange serce within the
state of Idaho.
2. All notices and communications with regard to this Application should be sered
upon:
APPLICATION OF MilVALE TELEPHONE EXCHANGE, INCORPORATED - 1
Cynthia A. Melilo
GIVENS PURSLEY LLP
601 W. Banock Street
P. O. Box 2720
Boise, ID 83701-2720
cam(fgivenspurley.com
Steve Child
Midvale Telephone Exchange, Incorprated
2205 Keithley Creek Road
Midvale, ID 83645
Steve.child(fmtecom.com
3. The proposed RUS financing consists of thee separte loangrant components.
The first is for a grant in the amount $888,420 and a 23-year ter loan in the amount of
$380,751. The second is for a grant in the amount $1,502,769 and a 23-year ter loan in the
amount of $644,045. The third is for a grant in the amount $781,488 and a 23-year term loan in
the amount of $334,924. The grants shall be unsecured and the loans, in the aggregate amount of
$1,359,720, are to be secured by a shared first mortgage lien with Rural Telephone Finance
Cooperative ("RTFC"). The proceeds of these loans wil be used to finance the construction of
fiber to the home broadband infrastrcture in the areas of Henderson Valley, Arzona; Stanley,
Idaho; and Young, Arzona ("Projects").
4. The proposed transaction is consistent with the public interest. Constrction of
the broadband facilties wil enable Midvale to provide broadband servces to areas that are at
least 75% rual.
5. A copy of the Applicant's most recent Anual Report showing the authorized and
outstanding classes of Applicant's securties is on fie with the Commission, and the Applicant
respectfully requests the Commission take offcial notice thereof. Cerified copies of Applicant's
Board of Directors' resolutions authorizing the proposed trsactions are attached hereto as
Exhibit A.
6. A Proposed Order granting this Application is attached hereto as Exhibit B.
7. Notice of ths Application wil be published within seven days in The Idaho
Statesman (Boise). A copy of ths Notice is attached as Exhibit C.
APPLICATION OF MIDVALE TELEPHONE EXCHANGE, INCORPORATED - 2
8. Applicant submits that the public interest does not require a hearng on ths
matter, and it requests that the Commission process this Application and deterine this matter by
Modified Procedure, pursuant to Rule 23 of the Commission's Rules of Practice and Procedure.
In the event the Commission deterines that formal proceedings on this Application are
necessar~ Applicant stands ready for immediate hearng.
9. Applicant has therefore attached its filing fee, calculated puruant to
Section 61-905, Idaho Code, in the amount of THREE HUNDRED SEVENT-SIX DOLLARS
($376.00).
WHEREFORE, Applicant respectfully requests an Order of this Commission:
1. Granting the foregoing Application of Midvale Telephone Exchange,
Incorporated to execute and deliver to RUS thee separate LoanGrant and Securty Agreements
for a loan amount not to exceed $1,359,720 and a Restated Mortgage, Securty Agreement an
Financing Statement; and
2. Granting such other relief as the Commission dees just and reasonable in this
matter.
DATED this 19th day of October 2010.
GIVENS PURSLEY LLP
By C~aYl
Cynthia A. Melilo
Attorneys for Midvale Telephone Exchange,
Incorporated
APPLICA nON OF MiVALE TELEPHONE EXCHANGE, INCORPORATED - 3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 19th day of October 2010, I caused to be sered a tre
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
o~oo
U.S. Mail
Hand Delivered
Overnight Mail
Facsimile
~~ay¡
Cyntha A. Melilo
APPLICAnON OF MIDVALE TELEPHONE EXCHANGE, INCORPORATED - 4
EXHIBIT A
SECRETARY'S CERTIFCATE
I, Linda Klind , do hereby certify that: I am the secreta of
îdvale Telephone Exch (hereinafter called the "Corpration"), the following are tre and correct copies of resolutions
duly adopted by the Board of Directors of the Corporation at the special meetig held Sept. 23, ~. ~" ~. ,
20 J 0 , and entered in the minute book of the Corporation; the meeting was duly and reguarly called and held in
accordance with the bylaws of the Corporation; the executed LoanGrant and Securty Agreement, Note and Pledged
Deposit Account Control Agreement are tre and exact copies of the forms thereof authoried and approved by the
Board of Directors to be executed, and none of the following resolutions has been rescinded or modified:
RESOLUTIONS
RESOLVED that the Corporation borrow from the United States of Amerca (the
"Governent"), acting though the Adminstrtor of the Rural Utilties Service ("RUS"), an
amount not to exceed $644,045, ("Loan") to be used for such puroses as approved by RUS,
and
RESOLVED that the Corporation accept a grant in an amount not to exceed $1,502,769
("Grant") from the Governent, actg through RUS, to be used for such puroses as
approved by RUS, and
RESOLVED that the President is authorizd on behalf of the Corporation to execute and
deliver under its corporate seal, which the secreta is directed to affx and attst, as many
counterpars, respectively, as shall be deemed advisable of loangrant documents, includig a
loangrant and security agreement, note, pledged deposit account control agreement and .
fiancing statements, as required by RUS;
RESOLVED that a separte account (hereinafter called the "Pledged Deposit Account"), be
opened in Well S Farr (Name of Ban), and all proceeds of the Loan and Grat
shall be deposited in sue account which shall be pledged to the Governent and held in
accordance with the provisions of the loangrant and securty agreement and the pledged
deposit account control agreement; and
RESOLVED that the offcers of the Corporation be, and each of them is authorized in the
name and on behalf of the Corporation, to execute all such instrents, make all such
payments and do all such other acts as in the opinion of the offcer or offcers acting may be
necessar or appropriate in order to car out the puroses and intent of the foregoing
resolutions; and
I FURTHER CERTIFY THAT each member of the Board of Directors of the Corporation was
fushed with notice of said meeting in compliance with the bylaws of the Corporation.
I FUTHR CERTIFY THAT the date of actul execution of the loangrt documents referred to
above is September 23 ,2010
I FUTHR CERTIFY THT the following are the naes and signatues, respectively, of the offcers
of the Corporation identified below who validly held and occupied their respective positions on said date of actl
execution of the documents.
Offce
President
Vice President
Secreta
Treasurer
Name
tttÛJs:~Lt~ t/ivld
£Jbfl7?~
23rd
IN WITNESS WHREOF I have hereunto set my hand and affxed the seal of the Corporation this
day of September
(Cotprate., Stal)
,20~.~~¿
SECRETARY'S CERTIFICATE
Midvale
I, Linda Klind , do hereby certfy that: I am the secreta of
Te 1 epbope Excb (hereinafer called the "Corporation"), the following are tre and correct copies of resolutions
duly adopted by the Board of Directors of the Corporation at the special meeting held Sept. 23 ,20 10 , and entered in the minute bok of the Corporation; the meetig was duly and reguarly called and held in
accordance with the bylaws of the Corporation; the executed LoanGrant and Security Agreement, Note and Pledged
Deposit Account Control Agreement are tre and exact copies of the forms thereof authorid and approved by the
Board of Directors to be executed, and none of the following resolutions has been rescinded or modified:
RESOLUTIONS
RESOLVED that the Corporation borrow from the United States of America (the
"Governent"), acting though the Adminstrator of the Rural Utilities Servce ("RUS"), an
amount not to exceed $334,924, ("Loan") to be used for such puroses as approved by RUS,
and
RESOLVED that the Corporation accept a grant in an amount not to exceed $781,488
("Grant") from the Governent, acting though RUS, to be used for such puroses as
approved by RUS, and
RESOLVED that the President is authoried on behalf of the Corporation to execute and
deliver under its corporate seal, which the secreta is directed to aff and attest, as many
counterpar, respectively, as shall be deemed advisable of loangrt documents, including a
loangrant and securty agreement, note, pledged deposit account control agreement and
fiancing statements, as required by RUS;
RESOLVED that a separate account (hereinafter called the "Pledged Deposit Account"), be
opened inwelJ 5 Fargo (Name of Ban), and all proceeds of the Loan and Grant
shall be deposited in such account which shall be pledged to the Governent and held in
accordace with the provisions of the loangrant and securty agreement and the pledged
deposit account control agreement; and
RESOLVED .that the offcers of the Corporation be, and each of them is authorized in the
name and on behalf of the Corporation, to execute all such instrents, make all such
payments and do all such other acts as in the opinion of the offcer or offcers actig may be
necessar or appropriate in order to car out the puroses and intent of the foregoing
resolutions; and
I FURTHR CERTIFY THAT each member of the Board of Directors of the Corporation was
fuished with notice of said meeting in compliance with the bylaws of the Corporation.
I FURTHR CERTIFY THAT the date of actul execution of the loangrant documents referred to
above is September 23 ,2010
I FURTHR CERTIFY THAT the following ar the names and signatues, respectively, of the offcers
of the Corporation identified below who validly held and occupied their respective positions on said date of actl
execution of the documents.
Offce
Secreta
Name~~ø..
Co~ leT IJa12J
L-1Vl~ Kj ,'V\d-
~wt2KG~
President
Vice President
Treasurer
IN WlTNESS WHEREOF I have hereunto set my hand and affxed the seal of the Corporation ths
23rd day of September ,20 10 ~!d
(Corpora Se¡il)
SECRETARY'S CERTIFICATE
I, Liiida Kliiid ' do hereby certify that: I am the secreta of
1idvale Telephone Exch (hereinafter called the "Corporation"), the follòwig are tre and correct copies of resolutions
duly adopted by the Board of Directors of the Corporation at the special meeting held Sept. 23 ,
20.l, and enterd in the minute book of the Corporation; the meetig was duly and regularly called and held in
accordace with the bylaws of the Corporation; the executed LoanGrat and Security Agreement, Note and Pledged
Deposit Account Control Agreement are tre and exact copies of the forms thereof authorized and approved by the
Board of Directors to be executed, and none of the following resolutions has been rescinded or modified:
RESOLUTIONS
RESOLVED that the Corporation borrow from the United States of America (the
"Governent;'), actig though the Administrtor of the Rurl Utilties Service ("RUS"), an
amount not to exceed $380,751, ("Loan") to be used for such puroses as approved by RUS,
and
RESOLVED that the Corporation accept a grant in an amount not to exceed $888,420
("Grant") from the Governent, actig though RUS, to be used for such puroses as
approved by RUS, and
RESOLVED that the President is authorizd on behalf of the Corporation to execute and
deliver under its corporate seal, which the secreta is directed to affx and attest, as many
counterpars, respectively, as shall be deemed advisable of loangrant documents, including a
loangrt and security agreement, note, pledged deposit account ccmtrol agreement and
fiancing statements, as required by RUS;
RESOLVED that a separate account (hereinafter called the "Pledged Deposit Account"), be
opened in Wells Fargo (Name of Ban), and all proceeds of the Lòan and Grant
shall be deposited in such account which shall be pledged to the Goverment and held in
accordace with the provisions of the loangrant and security agreement and the pledged
deposit account control agreement; and
RESOLVED that the offcers of the Corporation be, and each of them is authorized in the
name and on behalf of the Corporation, to execute all such instrents, make all such
payments and do all such other acts as in the opinion of the offcer or offcers acting may be
necessar or appropriate in order to car out the puroses and intent of the foregoing
resolutions; and
I FUTHER CERTIFY THAT each member of the Board of Directors of the Corporation was
fuished with notice of said meeting in compliance with the bylaws of the Corporation.
I FURTHER CERTIF THT the date of actual execution of the loangrant documents referred to
above is September 23 ,20 10 .
I FUTHER CERTIFY THAT the following are the names and signatues, respectively, of the offcers
of the Corporation identified below who validly held and occupied their respective positions on said date of actual
execution of the documents.
Offce Name -
Secreta
~~t;'ût~~t,ç
_L, V\dtL Vlì V' d.,.f;/lIlA KGf5,
President
Vice President
Treasurer
IN WITNESS WHEREOF I have hereunto set my hand and affxed the seal of the Corpration this
23rd day of September ,20~.~dæ;c
Sec ta
(Çorpora~ Seal)/ : i \ \ \
EXHIBITB
Cynthia A. Melilo (ISB No. 5819)
GIVENS PURSLEY LLP
601 W. Banock Street
P. O. Box 2720
Boise, ID 83701-2720
Telephone No. [phone]
Fax No. [phone].
Attorneys for Midvale Telephone Exchange, Incorporated
994148_ L.OO
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF MIDVALE TELEPHONE EXCHANGE,
INCORPORATED FOR AUTHORITY TO
BORROW FROM THE UNITED STATES
OF AMERICA RURAL UTILITIES
SERVICE ("RUS") IN AN AGGREGATE
AMOUN NOT TO EXCEED $1,359,720.
Case No.
ORDER
On October 19, 2010, Midvale Telephone Exchange, Incorporated (hereinafter
"ApplicanC), filed an Application for Loan Approval with this Commission requesting authority
to execute three LoanGrant and Securty Agreements for a loan amount not to exceed
$1,359,720 in the aggegate with the United States of Amerca Rural Utilities Serice ("RUS")
Broadband Initiatives Program.
In support of said Application, Applicant alleges that the proposed RUS loan proceeds
wil be used to finance the constrction of fiber to the home broadband infrastrctue in the areas
of Henderon Valley, Arzona; Stanley, Idaho; and Young, Arizona ("Projects").
After examining the Application and supporting documents and being fully advised in the
premises, the Commission hereby finds that a hearng in this matter is not required and that the
proposed transaction is consistent with the public interest and the Applicant's proper
perormance of its duties as a public utilty.
ORDER-l
IT is THEREFORE ORDERED that the Application of Midvale Telephone Exchange,
Incorporated, for authority to execute three LoanGrant and Securty Agreements with RUS for a
loan amount not to exceed $1,359,720 in the aggregate and a Restated Mortgage~ Securty
Agreement an Financing Statement be, and the same is hereby granted.
DONE by Order of the Idaho Public Utilties Commission this _ day of
2010.
Jim D. Kempton, President
Marsha H. Smith, Commissioner
Mack A. Redford, Commissioner
ATTEST:
ORDER-2
EXHIBITC
, .
LEGAL NOTICE OF MIDVALE TELEPHONE EXCHANGE, INCORPORATED'S
APPLICATION FOR AUTHORITY TO BORROW FUNDS
NOTICE IS HEREBY GIVEN that on October 19,2010, Midvale Telephone Exchange,
Incorporated completed and fied with the Idaho Public Utilties Commission an Application for
authority to borrow up to $1,359,720 from the United States of Amerca Rural Utilties Serice
and, in connection with the borrowing, to execute thee separate Loan/Grant and Securty
Agreements and a Restated Mortgage, Securty Agreement and Financing Statement.
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 fie petitions
or protests with the Idaho Public Utilities Commission within fouree (14) days of the filing
date. If no protests are received withn this time limit, the Commission may consider the
Application and enter its Order without setting the matter for hearing. If wrtten protests are
filed with the Commission withn the time limit set, the Commission wil consider the same and,
in its discretion, may set a hearng. Petitions or protests must be fied with: Jean Jewell,
Secretar, Idaho Public Utilties Commssion, Statehouse, Boise, Idaho 83720.
Jean Jewell, Secretar
Idaho Public Utilties Commission