20050719Compliance filing 2.pdf

PROMISSORY NOTE
ill 515-Gl1 RURAL
Glenns Ferry~ Idaho
THIS PROMISSORY NOTE (hereinafter the "Note ) dated as of March 9, 2005, ismade by RURAL TELEPHONE COMPANY (hereinafter the "Borrower
, "
) a corporation dulyorganized and existing under the laws of the State of Idaho, and the UNITED STATES OFAMERICA, (hereinafter the "Government
, ") .
acting through the Administrator of the Rural. Utilities Service. For value received . the Borrower promises to pay to the order of theGovernment, at the United States Treasury, Washington, D., Seventeen Million, Four HundredTwenty-Five Thousand Dollars ($17,425 000), with interest payable, ITom the date of eachadvance, on the amount advanced by the Government .(hereinafter the "Advance, fI) pursuant to acertain Loan Agreement, dated as of the same date as this Note (hereinafter ... the
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LoanAgreement) made by and"between the BolTOwer and the Government, and remaining unpaidfrom time to time; in the time and manner herein provided:
1. Interest Rate. Interest on each Ad~ance shall be at the rate of five per cent (5%) per annum.
2. Maturity Date. On a date twenty-one (21)' years after the date hereof, the principal hereofadvanced pursuant to the Loan Agreement and remaining unpaid, if any, and interest thereon
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shall be due and payable (hereinafter the IfMaturity Date. "
3. Fund Advance Period. Funds will be advanced pursuant to the Loan Agreement. The fundadvance period for this Note begins on the date hereof and tenninates five (5) years from the dateof this Note (hereinafter the "Termination Date.No funds will be advanced subsequent to theTennination Date unless the Administrator extends the fund advance period in accordance withthe Loan .Agreement.
4. Payments on Advances.
(a)Made Within Two (2) Years. Interest on Advances. made during the first two (2)years ftom the date of the first Advance hereunder, and remaining unpaid, shall bepayable on the last day of each month (hereinafter the "Monthly Payment Date
, "
beginning on the last day of the month following the month of each Advance forthe period ending two (2) years from the date of the first Advance hereunder.Thereafter, to and including the Maturity Date, the Borrower shall make apayment every Monthly Payment Date on each Advance wruch -shall be: (i)substantially equal to all subsequent monthly paynlents and (ii) in an amount thatwill pay all principal and interest due on each Advance no later than the MaturityDate.
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(b)-Made After Two (2) Years. Interest and principal payments on Advances mademore than two (2) years after the date of the first Advance hereunder shall berepaid in installments beginning with the Monthly Payment Date of the monthfollowing each Advance and ending on the Maturity Date. The first such paymenton an Advance shall be increased by the amount of interest accruing between the
date of the Advance and the first day of the ne~t month. Thereafter, . to andincluding the Maturity Date, the Borrower shall make a payment every ~onthlyPayment Date on each such Advance (i) substantially equal to every othermonthly payment on such Advance, and (ii) in an amount that will . pay allprincipal and interest of such Advance no later than the Maturity Date. Thispayment shall be in addition to the payment on the Advances made within two (2)
years from the date of the first Advance hereunder and remaining unpaid.
5. Application of Payments. Each payment made on this Note shall be applied as follows: First
to expenses, costs, and penalties; Second, to late charges; Third, to the payment of interest onprincipal; and Fourt~, to principal.
6. Prepayment. All, or a portion of the outstanding balance, of any Advance may be prepaid onany payment date,. as herein provided. However, so long as any of the principal advancedpursuant to the Loan Agreement shall remain unpaid, the. Borrower shall be obligated to makethe monthly paYment on account of principal and interest, in the amount provided herein, unlessthe Borrower and the Government shall otherwise agr.ee, in writing.
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7. Late Payments. A late charge shan be charged on any payment n~t made within five (5) daysof the date the payment becomes due. Th~ late charge rate shall be computed on the paymentfrom the due date at a rate equal to the rate of the cost of funds to the United States Treasury asprescribed and published by the Secretary of the Treasury. In addition, the Bon-ower shall payadministrative costs and penalty charges assessed in accordance with applicable Govenunentregul~tions. Acceptance by the Government of a late payment shall not be deemed to be awaiver of any right or remedy of the Government.
8. Security. This Note is secured by a security interest in collateral described in the Restated
Mortgage, Security Agreement and Financing Statement, dated as of the same date as this Notemade by and between the Borrower and the Government (such mortgage, as amendedsupplemented, consolidated or restated from time to time, hereinafter called the "Mortgage.Rights and obligations with respect to the collateral are stated in the Mortgage.
9. Noteh 0 lder. This Note evidences indebtedness created by'a loan made under the RuralElectrification Act (7 V.C. 9 901 et seq.
).
The Government shall be, and shall have all rights, holder of this Note. If the Government shal1 at any time assign this Note and insure thepayment hereof, the Borrower shall continue to make payments hereunder to the Governn1ent ascollection agent for the insured hoLder, and for purposes of the Mortgage, the Government, andnot such insured holder, shall be considered to be, and shall have the rights of, the noteholder.
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10. Default. In an event of default, as provided in the Loan Agreement and/or Mortgage, allprincipal advanced pursuant to the Loan Agreement and remaining unpaid on this Note, and an interest thereon may be declared or may become due and payable in the manner and with theeffect provided in the Loan Agreement and/or Mortgage.
11. Costs. The Borrower shall pay any and aU costs and expenses incurred in connection withthe exercise of rights or the enforcement of remedies, as set forth in the Loan Agreement and/orMortgage.
12. Waivers. The Borrower waives demand, presentment for payment, notice of non-paymentnotice of dishonor, protest, and notice of non-payment of this Note.
13. Obligations. The obligations of the BoITower hereunder are absolute and unconditional
iITespective of any def~nse or any right to set off, recoupment, or colUlterc1aim it mightothelWise have against the Government.
IN WITNESS, WHEREOF, the Borrower has caused this Note to be signeq in itscorporate or legal name and its corporate seal, if any, to be hereunto affixed and attested by itsofficers thereunto duly authorized, all as of the day and year first above written.
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RURAL TELEPHONE CaMP ANY
Name: Ja M--t f?.s R;'VI q ~ "7:.//
Title:
?"
f!: I ~~
(SEAL)
/./
Attested to by: A):;;t
Secretary
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