REA Project Designation:
TENNESSEE 521-E DEKALB
AMENDMENT
Dated as of November 15, 1957
to
TELEPHONE LOAN CONTRACT
Dated as of October 15, 1951, as amended,
between
DEKALB TELEPHONE COOPERATIVE
and
UNITED STATES OF AMERICA
UNITED STATES DEPARTMENT OF AGRICULTURE
RURAL ELECTRIFICATION ADMINISTRATION
No.2
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AGREEMENT, made as of November 15, 1957, pursuant to
the Rural Electrification Act of 1936, as amended (7 U.S.C.
901 et seq.) between DEKALB TELEPHONE COOPERATIVE
(hereinafter called the "Borrower"), a corporation existing
under the laws of the State of Tennessee, and UNITED STATES
OF AMERICA (hereinafter called the "Government"), acting
through the Administrator of the Rural Electrification
Administration.
WHEREAS, the Government and the Borrower have entered into a certain
telephone loan contract, dated as of October 15, 1951, and three certain
amendments thereto, dated, respectively, as of March 9, 1953, as of February
15, 1954, and as of November 15, 1954 (said telephone loan contract, as so
amended, being hereinafter called the "Loan Contract"), providing for the
lending by the Government and the borrowing by the Borrower of an amount not
in excess of $919,000, to finance, partially, the construction and operation
of a telephone system to bring telephone service to approximately 1,961
subscribers, and intend by this agreement to amend the Loan Contract by
increasing the aggregate amount of the loans therein provided for by an
amount not in excess of $1,261,000, by increasing the number of subscribers
to be served by approximately 1,870 additional subscribers, and in certain
other respects;
NOW, THEREFORE, for and in consideration of the mutual agreements
herein contained, the Government and the Borrower agree as follows:
SECTION 1. Section 1.1 of article I of the Loan Contract is amended
to read as follows:
SECTION 1.1. Amount and Purpose. For the purpose of
furnishing telephone service in rural areas, the Government
shall lend and the Borrower shall borrow an amount not in
excess of $2,180,000 which, together with the sum of $57,983
to be deposited by the Borrower in the "Special Construction
Account" hereinafter defined and provided for in section
2.4, shall be used to finance, pursuant to the provisions of
the Act, the acquisition, construction and operation of
telephone lines and facilities (hereinafter called the
"Project") to serve approximately 3,831 subscribers and to
be located in the Counties of Xxxxxx, DeKalb, Xxxxxxxxxx,
Xxxxx and Xxxxxx, and in counties contiguous thereto, all in
the State of Tennessee.
SEC. 2. Section 2.1 of article II of the Loan Contract is amended
by adding thereto two new subsections lettered and reading as follows:
(E) Prerequisites to Advances on Account of
Additional Loan of $1,261,000. Notwithstanding
anything in this agreement, the Government shall be under no
obligation to advance any portion of the increase of
$1,261,000 in the amount of the Loan provided for in the
agreement, dated as November 15, 1957, made by and between
the Borrower and the Government (said increase in the amount
of the loan being hereinafter called the "E Loan") unless
and until the Borrower shall have submitted evidence,
satisfactory to the Administrator, that it has:
(1) obtained all franchises required by law from any municipality
or municipalities in which the Project is or will be located;
(2) executed, recorded and indexed a supplemental mortgage, in form
and substance satisfactory to the Administrator, providing for
revised dividend and managerial controls;
(3) obtained signed applications for service, or has existing
subscribers on facilities to be acquired in a total number
equal to 70% of the subscribers to be served as a result of the
E Loan, and has collected at least $10 from each unserved
person who has signed an application for service;
(4) obtained commitments covering all toll traffic, operator
assistance, and extended area services to be provided by,
or for, connecting or other companies, as may be necessary
for the proper operation of the Project;
(5) adopted schedules of rates for the furnishing of dial service
in the Xxxxxx, Morans and Woodbury exchanges, satisfactory
to the Administrator;
(6) obtained, through the use of its general funds in the amount of
$2,000 and a note in the amount of $7,000, good and sufficient
title to the existing telephone facilities (excluding real
estate) owned by Xxx X. Xxxxxx doing business as the Xxxxxx
Telephone Company, located at and in the vicinity of Milton,
Tennessee; and
(7) obtained binding sales agreements for the acquisition by the
Borrower of: (1) all telephone lines and facilities (excluding
real estate) owned or operated by (a) X.X. Xxxxx doing business
as the Norene Telephone Company, located at, and in the
vicinity of Norene, Tennessee, (b) X.X. Xxxxxx doing business
as the Statesville Telephone Company, located at, and in the
vicinity of Statesville, Tennessee; and (c) Home Telephone
Company of Readyville, located at and in the vicinity of
Readyville, Tennessee; and (2) all telephone lines and
facilities (including real estate) owned or operated by the
Home Telephone Company of Woodbury, located at, and in the
vicinity of Woodbury, Tennessee.
The first advance of funds on account of the E loan, in the amount of
approximately $68,200, shall be made by the Government (upon compliance by
the Borrower with all conditions of this agreement precedent to the advance
of E Loan funds) only for the purpose of enabling the Borrower (with the use
of its general funds in the amount $300 to supplement such first advance) to
consummate the acquisitions of the telephone lines and facilities described
in subsection (E)(7) of this section 2.1, to pay and discharge the note in
the principal amount of $7,000 described in subsection (E)(6) of this section
2.1, and to reimburse the Borrower's general funds in the amount of $2,000,
plus an amount of E Loan funds to be approved by the Administrator for the
purpose of paying for pre-loan engineering services. The Government shall be
under no obligation to make any further advances on account of the E Loan
until the Borrower shall have submitted evidence, satisfactory in form and
substance to the Administrator, that such acquisitions have been duly
consummated in accordance with the terms and conditions of the sales
agreements previously approved by the Administrator, that the $7,000
obligation mentioned in subsection (E)(6) above has been paid, and that the
Mortgage and supplemental mortgage constitute the first and only lien against
the Project.
(F) Prerequisites to Advances for Certain Toll Facilities. No
loan funds shall be advanced for the construction and operation by the
Borrower of toll facilities within the Woodbury exchange area until the
Borrower has submitted, in form and substance satisfactory to the
Administrator, evidence of satisfactory toll arrangements with the Southern
Xxxx Telephone and Telegraph Company, and evidence that no duplication of
toll facilities will result from the use of loan funds for that purpose.
SEC. 3. Section 4.19 of article IV (originally 4.20) of the Loan
Contract is amended to read as follows:
SEC. 4.19. Supervisor: Appointment and
Powers. If the construction of the Project or any section
or sections thereof, shall not proceed in accordance
with the terms hereof, or if default shall be made in the
payment of any installment of or on account of interest on
or principal of any Note when and as the same shall be
required to be made and such default shall continue for
thirty (30) days, the Administrator may appoint a supervisor
(hereinafter called the "Supervisor") for the
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Project or such section or sections thereof as the Administrator shall
designate, as the representative of the Government and notify the
Borrower of such appointment and the duration thereof. The Supervisor
shall take such steps as he deems necessary to assure construction or
operation of the Project in accordance with the terms hereof, or such
portion or portions thereof as may be designated by the Administrator,
or to assure performance of any other obligations of the Borrower pursuant
to the provisions of this agreement or of the Notes, and shall have power to
operate the Project and other property of the Borrower necessary to the
operation of the Project, and do all things reasonably incident to the
exercise of the powers herein granted, including, without limitation,
directing the conservation of any funds of the Borrower, the collection of
all debts due it, the payment of all expenses of the Borrower from any of
its funds, the termination of the employment of such employees of the
Borrower as he shall determine upon and the employment of such persons, on
such terms and conditions as he may designate, as he shall deem necessary
to assist him in carrying out his functions. The salaries, fees,
disbursements and the expenses of the Supervisor and of any employee
appointed by him shall be paid by the Borrower, provided, however, that
the salaries, fees, disbursements and expenses of any Supervisor who shall
be an employee of the Government and of any assistants who shall be
employees of the Government, shall not be payable by the Borrower unless
and to the extent that the Administrator, upon written notification to the
Borrower, shall so require. So long as the appointment of the Supervisor
shall be in effect, all checks, drafts, and orders drawn on any bank
account maintained by the Borrower shall be countersigned by the Supervisor,
except that, if the proper officers or employees of the Borrower shall
refuse to sign any such check, draft or order, the Supervisor shall have
full power and authority to sign such check, draft or order for the Borrower
without the requirement of any other signature thereon, if such check, draft
or order is required to carry out the obligations of the Borrower hereunder.
The Borrower hereby constitutes the Administrator its agent for the purpose
of notifying any bank in which any account of the Borrower shall be
maintained of the appointment of a Supervisor and of the provisions hereunder
with respect thereto, and agrees that such notice shall include a direction
to any such bank with respect to the signing or countersigning of the checks,
drafts or orders drawn on any such account as in this section provided. The
Borrower shall comply with all reasonable instructions of the Supervisor
incident to carrying out the obligations of the Borrower hereunder or the
performance of the functions of the Supervisor.
SEC. 4. This agreement may be simultaneously executed and delivered
in two or more counterparts, each of which so executed and delivered shall be
deemed to be an original, and all shall constitute but one and the same
instrument.
IN WITNESS WHEREOF the Borrower has caused this Agreement to be
signed in its corporate name and its corporate seal to be hereunto affixed
and attested by its officers thereunto duly authorized, and the Government
has caused this agreement to be duly executed, all as of the day and year
first above written.
DEKALB TELEPHONE COOPERATIVE
by: /s/ Xxxxx X. Xxxxxxx
President
(Seal)
Attest: /s/ Xxxxx Xxxx
Secretary
UNITED STATES OF AMERICA
by: /s/
Administrator
of
Rural Electrification Administration
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