EXHIBIT 4.18
REA Project Designation:
SOUTH DAKOTA 515-B XXXXX
AMENDMENT
Dated as of August 11, 1955
to
TELEPHONE LOAN CONTRACT
Dated as of September 5, 1952
between
DAKOTA COOPERATIVE TELEPHONE COMPANY, INC.
and
UNITED STATES OF AMERICA
Identified as form of document presented to
and approved by the board of directors
trustees of the above named corporation at a
meeting held September 27, 1955.
/s/ X. X. Xxxxxxxxxx
Secretary of Meeting
UNITED STATES DEPARTMENT OF AGRICULTURE
RURAL ELECTRIFICATION ADMINISTRATION
No. A
AGREEMENT, made as of August 11, 1955, 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 (hereinafter called the
"Administrator").
WHEREAS, the Government and the Borrower have heretofore entered
into a certain telephone loan contract, dated as of September 5, 1952
(hereinafter called the "Loan Contract"), and intend by this agreement to
amend the Loan Contract by increasing the amount of the loan therein
provided for by an amount not in excess of $787,000, by increasing the
total number of subscribers to be served by the Project from 1,776 to
3,606, 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 $1,814,000,
which, together with the sum of $121,538 in 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
3,606 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 by changing the figure $88,364 in the thirteenth line to $121,538,
by changing the figure 4.21 in the fourteenth line to 4.20 and by adding
the following sentence at the end 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 further amended by
adding thereto a new section numbered and reading as follows:
SEC. 2.8. PRE-REQUISITES TO CERTAIN ADVANCES. (A) The
Government shall be under no obligation to advance any portion of the
$787,000 (hereinafter called the "B loan"), included in the Loan by an
agreement made by and between the Borrower and the Government, dated
as of August 11, 1955, until the Borrower shall have submitted
evidence satisfactory to the Administrator in respect of the B loan
that it has:
(1) obtained all necessary orders or approvals of
appropriate regulatory bodies, including, without
limitation, a certificate of convenience and necessity,
and approvals of the acquisitions of existing
facilities hereinafter described in (5) of this
paragraph (A) and a schedule of rates satisfactory to
the Administrator;
(2) obtained commitments or contracts, in form and
substance satisfactory to the Administrator, providing
for all necessary toll traffic and operator assistance
services to be provided by, or for, connecting or other
companies;
(3) obtained a commitment or commitments in form and
substance satisfactory to the Administrator covering
all necessary joint use of facilities;
(4) obtained required franchises in form and substance
satisfactory to the Administrator for operation in all
incorporated communities in which the proposed system
will be located;
(5) entered into a binding sales contract, in form and
substance satisfactory to the Administrator, providing
for the transfer and conveyance to the Borrower of all
properties (including real estate) owned by or operated
by the Central Telephone Company (hereinafter called
the "Seller"), and located in and in the vicinities of
Parker, Lennox, Chancellor and Worthing, South Dakota;
and
(6) obtained under a method approved by the Administrator,
and deposited in the Special Construction Account
herein provided for in section 2.4 the sum of $14,540
in initial equity funds.
(B) Upon compliance with all of the conditions of this agreement
precedent to the advance of B loan funds, and when Midstate Telephone
Company and Xxxxxxx Telephone Co-op participating with the Borrower in
the acquisition of all of the Seller's South Dakota telephone
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properties have qualified for a release of funds under telephone loan
contracts with the Government sufficient to enable them with the
Borrower to close the acquisition from the Seller simultaneously, the
Government shall make an advance of B loan funds in the approximate
amount of $192,000, which shall be used by the Borrower only for the
purpose of consummating the acquisition of the telephone facilities
mentioned in (A) (5) of this section 2.8, and which are the Borrower's
part of the properties being purchased from the Seller by the three
participating cooperatives. The closing of the acquisition from the
Seller by the Borrower and the two other participating cooperatives
shall be simultaneous. The Government shall be under no obligation to
make any further advances on account of the B loan until the Borrower
has submitted evidence satisfactory, in form and substance to the
Administrator, that it has obtained title to its part of such
properties in accordance with the terms and conditions of the sales
agreement previously approved by the Administrator. Thereafter, the
Government shall be under no obligation to advance B loan funds on
account of the Loan, except for purposes other than the purchase or
construction of central office equipment, outside plant, station
equipment, land and buildings, until the Borrower has collected and
deposited at least $16,587 in equity funds in respect of the B loan,
including the initial equity funds required to have been deposited
under (A) (6) of this section 2.8.
SEC. 4. Article IV of the Loan Contract is amended by deleting
therefrom section 4.19 and by renumbering the remaining sections of article
IV accordingly.
SEC. 5. Renumbered section 4.19 (formerly section 4.20) 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 part thereof, shall not
proceed in accordance with the terms hereof, or if, in the
opinion of the Administrator, action is necessary to protect the
Government's security for the Loan or is essential to achieve the
objectives for which the Loan is made, the Administrator may
appoint, as the representative of the Government, a supervisor
(hereinafter called the "Supervisor") for the Project or other
property of the Borrower necessary to the construction or
operation of the Project 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 obligations which
the Borrower may be obligated to perform pursuant to the
provisions of section 4.6 hereof, or to preserve the security of
the Loan, and shall have power to operate the Project and other
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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, directing the payment of all
expenses of the Borrower from any of its funds, termination of
the employment of such employees of the Borrower as he shall
determine upon and 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 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 the Supervisor shall certify to the bank upon which
such check, draft or order is drawn that the same 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. 6. Renumbered section 4.20 (formerly section 4.21) of
article IV of the Loan Contract is amended to read as follows:
SEC. 4.20. EQUITY FUNDS. The Borrower shall submit to
the Administrator, with each requisition submitted by the
Borrower pursuant to section 2.2 hereof, evidence satisfactory to
the Administrator to show that it has collected and deposited in
the Special Construction Account equity funds in an amount equal
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to the product of $28 times the number of existing or acquired
subscribers for whom telephone service has been improved, plus
the product of $50 times the number of new subscribers for whom
telephone service has been initially furnished by the Borrower
until a total of $121,538, including deposits required prior to
the first advance of funds on account of the first loan to the
Borrower and on account of the B loan, has been collected and
depoisted on behalf of 3,606 existing and proposed subscribers
included in the Project.
SEC. 7. 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
UNITED STATES OF AMERICA
by /s/ Xxxx X. Xxxxxx
Acting Administrator
of
Rural Electrification Administration
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