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HomeMy WebLinkAbout20020510Executed Exhibit B.pdfGIVENS PURSLEY * LAW OFFICES Gary G A len Franklin G.Lee Patrick J.Miller 277 North 6th Street,Suite 200 Christo J Beeson DavidR.Lombardi Judson B.Montgomery PO Box 2720,Boise,Idaho83701 1\nichae C Creamer D.DavidLorello,Jr Angela K.Nelson TELEPHONE:208 388-1200 Jeffrey A.DeVoe Kevin T.Maloney W.Hugh O'Riordan FACSIMILE:208 388-1300 Emily MacMaster Durkee KimberlyD.Maloney Kenneth L.Pursley WEBSITE:www.givenspursley.com ThomasE.Dvorak John M.Marshall Brad V.Sneed Roy Lewis Eiguren Kenneth R.McClure Conley E.Ward Timothy P.Fearnside Kelly Greene McConnell Robert B.White Jeffrey C.Fereday CynthiaA.Melillo Karl T.Klein ChristopherH.Meyer Raymond D.GivensDirectDial:(208)388-1219 Debora K Kristensen Kendall L.Miller James A.McClureE-Mail:cew(akivenspurslev.com Anne C.Kunkel L Edward Miller Stephanie C.Westermeier OFCOUNSEL May 9,2002 VIA HAND DELIVERY Jean Jewell,Secretary Idaho Public Utilities Commission 472 W.Washington Street P.O.Box 83720 Boise,ID 83720-0074 Re:SIL-T-02-01 Our File:1534-38 Dear Jean: In April we filed Silver Star's Applicationfor loan approval.At that time,we did not have executedcopies of Exhibit B.I am now enclosmg an ongmaland four copies of the executed Exhibit B.Please replace these originalswith the Exhibit B that was attached to the Application at the time of filing. If you have any questions,please call me. Sin rel Co ley Ward CEW/tns Enclosure S:\MACS\CEW\SILVERSTAR\2002 Loan Documents\2002-5-8 Jean exhibit B.doc CERTIFIED COPY OF MINUTES AUTHORIZING LOAN APPLICATION AND AGREEMENT - I,Bonnie E.Hoopes,do hereby certify that:I am the Secretary of.Silver Star Telephone Company (the "Member"). The followingis a true and correct copy of excerpts from the minutes of a meeting of the Board of Directors of the Member held September 6,2000,as they appear in the Minutes Book of the Member,said resolutions duly adopted thereat;the meeting was duly and regularly called in accordance with the bylaws of the Member;the Loan Application and Agreement (the "Agreement")submitted herewith or to be submitted to Rural Utilities Service are substantially similar to the form of the Agreement as presented to said meeting,the execution of which was authorized by the Board of Directors and said resolutions have not been modified or rescinded: "The Board of Directors of Silver Star Telephone Company having been advised by its counsel that the Member is legally constituted,is in compliance with all applicable statutory,regulatory and other legal requirements and is in good standing,and that an application to be made to Rural Utilities Service ("RUS")for a loan and its approval by RUS,together with the execution of an agreement as authorized by the Board,in the form of the Agreement presented at this meeting, will constitute valid and binding obligations of the Member,enforceable by and against the Member,in accordance with the terms of these documents; "RESOLVED,that the Member borrow from the Rural Utilities Service ("RUS")an amount which shall not exceed in the aggregate $6,758,000 for a term as set forth in the Agreement,and at such interest rate or rates as shall be prescribed in the Agreement executed 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 and consistently with the requirements of existing agreements and security documents of the Member;and, "RESOLVED,that the President of the Member be and is hereby authorized to execute,on behalfof the Member,an agreement substantially in the form of the Agreement presented to this meeting,to revise and modify said Agreement within the amount so authorized;and to apply such further documents as may be needed to comply with RUS's requirements; and, "RESOLVED,that the President is authorized on behalf of the Member to request and receive funds pursuant to the Agreement and is directed to deposit such funds in a bank account used for the general funds of the Member;and, SILVER STAR TELEPHONE COMPANY CASE No.SIL-T-02-O\EXHIBIT-Ah "RESOLVED,that the appropriate officers are authorized to take all actions they deem advisable to carry out the purpose of these resolutions." IN WITNESS EREOF,I h hereunderset my hand and affixed the seal of the Member,this j 6 day of ' ,,2002. Secretary SILVER STAR TELEPHONE COMPANY CASE No.SIL-T-02-O \ExmmTAL