EXHIBIT 4.19
REA Project Designation:
SOUTH DAKOTA 515-C XXXXX
AMENDMENT
Dated as of October 9, 1958
to
TELEPHONE LOAN CONTRACT
Dated as of September 5, 1952, as amended,
between
DAKOTA COOPERATIVE TELEPHONE COMPANY, INC.
and
UNITED STATES OF AMERICA
UNITED STATES DEPARTMENT OF AGRICULTURE
RURAL ELECTRIFICATION ADMINISTRATION
No. 2
AGREEMENT, made as of October 9, 1958, pursuant to the
Rural Electrification Act of 1936, as amended (7 U.S.C. 901
ET SEQ.) between DAKOTA COOPERATIVE TELEPHONE COMPANY, INC.
(hereinafter called the "Borrower"), a corporation existing
under the laws of the State of South Dakota, 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 heretofore entered
into a certain telephone loan contract, dated as of September 5, 1952, and
a certain agreement, dated as of August 11, 1955, amending said telephone
loan contract (said telephone loan contract, as so amended, being
hereinafter called the "Loan Contract"), 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 $116,000, 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 $1,930,000,
which, together with the sum of $80,465 (hereinafter called the
"equity funds"), 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 a
total of approximately 3,553 subscribers, and to be located in the
Counties of Clay, Hutchinson, Lincoln, McCook, Xxxxxx and Yankton, and
in counties contiguous thereto, all in the State of South Dakota.
SEC. 2. Section 2.4 of article II of the Loan Contract is
amended to read as follows:
SEC. 2.4. SPECIAL CONSTRUCTION ACCOUNT. The Borrower shall
hold all moneys advanced to it by the Government hereunder in trust
for the Government and shall deposit such moneys promptly after the
receipt thereof in a bank or banks which shall meet the requirements
specified in section 4.4 hereof. Any account (herein called "Special
Construction Account") in which any such moneys shall be deposited
shall be designated by the corporate name of the Borrower followed by
the words "Trustee, REA Construction Fund Account". All loan funds in
any Special Construction Account shall be used solely for the
construction and operation of the Project. The Borrower shall also
deposit all equity funds in the Special Construction Account on the
same terms and conditions and for the same purposes as funds advanced
on account of the Loan. Equity funds may be withdrawn from the
Special Construction Account only upon approval by the Administrator
of requisitions therefor submitted by the Borrower in accordance with
the requirements applicable to the requisitioning of loan funds, as
set forth in section 2.2 hereof. Until the aggregate amount of
withdrawals from the Special Construction Account shall equal or
exceed the amount of the equity funds, they shall be deemed, for
purposes of section 2.5 hereof, to have been made from the equity
funds and not from funds advanced by the Government to the Borrower.
Subject to the provisions of section 4.19 and section 5.2 (c) hereof,
moneys in any Special Construction Account may be withdrawn only upon
checks, drafts or orders signed on behalf of the Borrower and
countersigned by an executive officer thereof. The Borrower shall
expend each advance on account of the Loan or equity funds only for
such of the purposes specified in the statement of purposes
accompanying the requisition for such advance or equity funds as shall
have been approved by the Administrator.
SEC. 3. Article II of the Loan Contract is amended by adding
thereto a new section numbered and reading as follows:
SEC. 2.9. ADDITIONAL PREREQUISITES TO CERTAIN ADVANCES.
The Government shall be under no obligation to advance any of the
$116,000 (hereinafter called the "C loan"), included in the Loan by an
agreement made by and between the Borrower and the Government, dated
as of October 9, 1958, until the Borrower in addition to complying
with all other prerequisites of this agreement to the advance of loan
funds, shall have submitted evidence, satisfactory to the
Administrator, in respect of the C loan, showing that it has:
(1) obtained all necessary orders or approvals of appropriate
regulatory bodies, including, without limitation, any
certificate of convenience and necessity required by law,
and approval of the acquisition of existing facilities
hereinafter described in (3) of this section 2.9;
(2) duly executed, recorded and filed a supplemental mortgage,
in form and substance satisfactory to the Administrator,
providing for revised financial and managerial controls; and
(3) entered into a binding sales agreement providing for the
acquisition by the Borrower of all telephone lines and
facilities (excluding real estate other than easements)
owned by Grant Township Telephone Company, a switcher
organization, and located in the vicinity of Worthing, South
Dakota.
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Upon compliance with all of the conditions of this agreement
precedent to the advance of C loan funds, the Government shall make an
advance of C loan funds (1) in the approximate amount of $1,700 which
shall be used by the Borrower only for the purpose of consummating the
acquisition of the telephone facilities mentioned in (3) of this
section 2.9, (2) in an additional amount to be approved by the
Administrator, to cover the cost of preloan engineering services and
(3) in the amount of $102,300 which shall be used by the Borrower to
complete construction in respect of prior loans. The Government shall
be under no obligation to make any further advances on account of the
C loan until the Borrower has submitted evidence satisfactory, in form
and substance to the Administrator, that it has obtained title to the
acquired properties in accordance with the terms and conditions of the
sales agreement previously approved by the Administrator.
SEC. 4. Section 4.19 of article IV 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 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
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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. 5. Article IV of the Loan Contract is further amended by
deleting section 4.20 thereof.
SEC. 6. 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.
DAKOTA COOPERATIVE TELEPHONE
COMPANY, INC.
by /s/ B. Xxxxxxx Xxxxxxxxxxx
President
(Seal)
Attest: /s/ X.X. Xxxxxxxxxx
Secretary
-0-
XXXXXX XXXXXX XX XXXXXXX
by /s/ Xxxxx X. Xxxxxx
Administrator
of
Rural Electrification Administration
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