T.L.C.A. - Additional Bank Loan
Project Designation:
Oklahoma 545-TA1, TP1 CHEYENNE
(Oklahoma 535 McLoud)
TELEPHONE LOAN
CONTRACT AMENDMENT
Dated as of January 15, 1993
between
▇▇▇▇▇▇ TELEPHONE COMPANY, INC.
RURAL TELEPHONE BANK
and
UNITED STATES OF AMERICA
AGREEMENT, made as of January 15, 1993, between ▇▇▇▇▇▇ TELEPHONE COMPANY,
INC. (hereinafter called the "Borrower"), a corporation existing under the laws
of the State of Oklahoma, UNITED STATES OF AMERICA (hereinafter called the
"Government"), acting through the Administrator of the Rural Electrification
Administration (hereinafter called the "Administrator"), and RURAL TELEPHONE
BANK (hereinafter called the "Bank"), a corporation existing under the laws of
the Government, acting through the Governor of the Bank (hereinafter called the
"Governor").
WHEREAS, the Government and the Borrower have heretofore entered into a
certain telephone loan contract, amending telephone loan contract, consolidating
telephone loan contract, or consolidating and amending telephone loan contract,
dated as of November 7, 1958 (such agreement, as it may have been amended by
agreements between the Borrower and the Government, being hereinafter called the
"Loan Contract"); and
WHEREAS, the McLoud Telephone Co. (hereinafter called "McLoud"), a
corporation formerly existing under the laws of the State of Oklahoma, and the
Government have heretofore entered into a telephone loan contract, dated as of
MARCH 19, 1956, as heretofore amended by certain agreements, including a certain
amendment made by and among McLoud, the Government and the Bank (said agreement,
as it may have been amended being hereinafter called the "McLoud Loan
Contract"), with respect to the terms and conditions of loans (hereinafter
called the "McLoud Loan(s)") made by the Government and the Bank to McLoud; and
WHEREAS, pursuant to a Resolution of Merger, McLoud merged into the
Borrower, effective December 31, 1990, in accordance with all applicable laws,
with the Borrower being the surviving corporation, and acquiring all right,
title and interest of McLoud in all of the assets, rights, and properties of
McLoud and the Borrower has assumed all of the debts, liabilities and
obligations of McLoud (such acquisition and assumption of indebtedness being
hereinafter called the "McLoud Acquisition"); and
WHEREAS, it is intended by this agreement to amend the Loan Contract to
reflect the "McLoud Acquisition" by the Borrower; and
WHEREAS, it is intended by this agreement to amend the Loan Contract (a) by
increasing the aggregate amount of the loans provided for in the Loan Contract
by the sum of the aggregate amount of the loans provided for in the McLoud Loan
Contract, and (b) in certain other respects;
NOW, THEREFORE, for and in consideration of the mutual agreements herein
contained, the Borrower, the Government, and the Bank agree as follows:
SECTION 1. The Bank is hereby made a party to the Loan Contract.
SECTION 2. The definition of "Loan" in the Loan Contract is amended to
include the Bank Loan, as defined in section 3 of this agreement.
SECTION 3. The Loan Contract is amended by the addition of (1) the term
"REA
Loan", which shall mean collectively that part of the Loan which the
Government has heretofore agreed to make (hereinafter sometimes called the
"underlying loan"), plus any increase in the underlying loan which the
Government may agree to make pursuant to the Loan Contract, as amended hereby
and as it may be hereafter amended from time to time, and (2) the term "Bank
Loan", which shall mean the amount of the outstanding balance of the loans
made by the Bank to McLoud as set forth in Section 7(B) of this Agreement and
assumed by the Borrower and payable to the Bank and any increase in the amount
thereof which the Bank may agree to make pursuant to the Loan Contract, as
amended hereby and as it may be hereafter amended from time to time.
SECTION 4. The definition of the term "Existing Facilities" in the Loan
Contract is amended (a) to include the existing facilities owned and operated by
McLoud as defined in the McLoud Loan Contract, and (b) by changing to 332 the
approximate number of subscribers served thereby.
SECTION 5. The definition of the term "Project" in the Loan Contract is
amended (a) to include the improvements and additional telephone facilities
financed by the McLoud Loans, and (b) by changing to 13,156 the approximate
number of subscribers to be served thereby (aside from those served by the
Existing Facilities as such term is defined in the Loan Contract as amended by
this agreement).
SECTION 6. The definition of the term "System" in the Loan Contract is
amended to include the Project, as such term is amended by this agreement, and
the Existing Facilities, as such term is amended by this agreement, and shall
include, without limitation, the improvements and additional telephone
facilities acquired as a result of the McLoud Acquisition.
SECTION 7 (A). Section 1.1 of the Loan Contract is amended by
(1) substituting "A) THE REA LOAN" for "AMOUNT AND PURPOSE" and adding
"partially," (if omitted) after "to finance" and before "pursuant to the
provisions of the Act", (2) adding the following to the counties listed in
section 1.1: Cleveland, Lincoln, Oklahoma and Pottawatomie, (3) to include the
definition of REA Loan, $14,477,560.45, which represents the outstanding balance
of the McLoud Loan assumed by the Borrower and payable to the Government, and
(4) to include in the definition of REA Loan, $1,750,000 which represents an
unadvanced portion of the McLoud Loan to be advanced to the Borrower by the
Government hereunder.
SECTION 7 (B). Section 1.1 of the Loan Contract is further amended by
adding the following as subsection (B) thereto:
"(B) THE BANK LOAN. For the purposes set forth in section 408 of
the Act, the Bank, pursuant to the provisions of the Act, has
previously lent and the Borrower has or shall assume the outstanding
balance of the McLoud loans payable to the Bank in the amount of
$1,037,953.91.
SECTION 8. The provisions set forth in Exhibit A hereto, and by this
reference
-2-
made a part hereof, shall amend and supersede all provisions of the Loan
Contract inconsistent therewith. If the Loan Contract does not include
"System" as a defined term, any reference to "System" in this agreement,
including Exhibit A, shall be read as "Project". If the Loan Contract does
not include "Project" as a defined term, any reference to "Project" in this
agreement, including Exhibit A, shall be read as "System".
SECTION 9. Neither the Government nor the Bank shall be under any
obligation to advance funds from time to time on account of the REA Loan or the
Bank Loan, as the case may be, including, without limitation, funds on account
of the unadvanced portion of the ▇▇▇▇▇▇ ▇▇▇ Loan, unless and until the Borrower
shall have delivered to the Administrator, in form and substance satisfactory to
him, the following:
(a) evidence, in form and substance satisfactory to him that the
Borrower has duly authorized, executed, recorded and filed a security
instrument, in form and substance satisfactory to the Administrator, which,
among other things, includes all properties acquired as a result of the
McLoud Acquisition and secures ▇▇▇▇▇▇'▇ indebtedness to the Government and
Bank as assumed by the Borrower together with all existing and future
obligations owed by the Borrower to the Government or Bank;
(b) evidence, in form and substance satisfactory to him, that the
Borrower has duly authorized and executed assumption notes, in form and
substance satisfactory to the Administrator, assuming amounts remaining
owned under the McLoud Loans to the Government or Bank, as the case may be,
and that said assumption notes have been duly delivered to the Government
or Bank, as the case may be;
(c) evidence in form and substance satisfactory to him that the
Borrower has duly authorized and executed a note in the amount of
$1,752,000 payable to the Government representing the unadvanced portion of
the ▇▇▇▇▇▇ ▇▇▇ Loan to be advanced to the Borrower and that said note has
been duly delivered to the Government; and
(d) evidence that the Borrower has duly registered when and where
required by law with all State, Federal and other public authorities and
regulatory bodies and obtained therefrom all authorizations, certificates,
permits, and approvals to the extent required by law in order to enable the
Borrower to enter into this agreement, to execute and deliver the notes,
mortgage and other documents required by the Administrator; to construct
and operate the System, and to Perform all other acts to be performed by it
hereunder;
(e) evidence that there has been no substantial adverse change in the
Borrower's financial condition or plant since the date of the last
financial statement submitted by the Borrower to the Administrator;
(f) evidence that the Borrower is not involved in or threatened with
any
-3-
litigation which may substantially and adversely affect the Borrower's
financial condition, and that there are no liens or clouds on title on any
of its property, except the lien of the Mortgage, any mortgages or
indentures made to secure the obligation of McLoud to the Government and
the Bank and any supplemental mortgage;
(g) such opinions as the Administrator may require, by counsel (who
may be a member of the Borrower's legal staff, if any, or an attorney
regularly employed by the Borrower) selected by the Borrower and approved
by the Administrator:
(h) evidence that the Borrower has good and marketable title to the
Existing Facilities, subject only to the lien of the Mortgage and any
mortgages or indentures made to secure the obligation of McLoud to the
Government and the Bank and holds such franchises, permits, leases,
easements, rights, privileges, licenses or right-of-way instruments,
reasonably adequate in form and substance, as may be required by law for
the continued maintenance and operation of the Existing Facilities, and
every part thereof, in their present location;
(i) evidence that McLoud has duly and effectively merged into the
Borrower, with the Borrower as the surviving corporation, under terms and
conditions satisfactory to the Administrator, and that such merger has been
effectively consummated in compliance with all applicable laws and
regulations;
SECTION 10. The Notes referred to in the preceding sections of this
Agreement shall bear interest at the rate set forth in the Loan Agreement
relating thereto.
SECTION 11. To the extent that the terms of this agreement, as it amends
the Loan Contract, differ from the terms of the McLoud Loan Contract, this
agreement shall constitute an amendment to the McLoud Loan Contract. All
obligations of McLoud, the Government and the Bank under the McLoud Loan
Contract which have heretofore been performed shall be deemed to have been
performed hereunder.
SECTION 12. COUNTERPARTS. 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.
▇▇▇▇▇▇ TELEPHONE COMPANY, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
President
(Seal)
Attest:
-4-
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Secretary
UNITED STATES OF AMERICA, and
RURAL TELEPHONE BANK,
respectively,
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
As Administrator of Rural
Electrification Administration,
and as Governor of Rural
Telephone Bank
(Seal)
Attest:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------
Assistant Secretary of
Rural Telephone Bank
-5-
