Exhibit 99.1
AMENDMENT TO
LOAN AGREEMENT
AMENDMENT TO LOAN AGREEMENT ("Agreement") made as of July 30, 2003, by and
between MADISON RIVER LTD FUNDING CORP., a Delaware corporation ("Borrower") and
RURAL TELEPHONE FINANCE COOPERATIVE, a South Dakota cooperative association
("Lender"),
RECITALS
WHEREAS, Borrower and Lender have entered into a Loan Agreement dated
December 29, 2000 (the "Loan Agreement").
WHEREAS, Borrower has requested Lender to consent to certain changes to the
terms and conditions of the Loan Agreement and Lender has agreed to such changes
conditioned upon additional changes being made to the terms and conditions of
the Loan Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and Lender do hereby
agree as follows:
1. Definitions. Terms not specifically defined herein shall have the meanings
assigned to them in the Loan Agreement.
2. Revised Interest Rate. Effective with the date that the conditions set
forth in this Agreement are met and accepted by RTFC, the interest rate on
the Note will be equal to the existing base fixed and prevailing base
variable rate plus 100 basis points. The Interest Rate Adder shall be
subject to increase or decrease based on the Borrower's Total Leverage
Ratio as shown in the following grid:
|--------------------------------------------------------------------------|
| Interest Rate Adder | Total Leverage Ratio |
| (in basis points) | |
|--------------------------------------------------------------------------|
| 100 | Greater than 5.0:1.0 |
|--------------------------------------------------------------------------|
| 75 | Between 4.0:1.0 and 5.0:1.0 |
|--------------------------------------------------------------------------|
| 50 | Less than 4.0:1.0 |
|--------------------------------------------------------------------------|
Any such adjustments shall occur after RTFC's receipt of audited financial
statements and confirmation of the calculation and adjustments to the rate
shall become effective on the first day of the following month. Total
Leverage Ratio shall be measured on a Combined Basis and calculated as
follows: (a) Total Debt plus Non-Related Party Bonds divided by (b)
Adjusted EBITDA. Total Debt shall mean, for any year, total indebtedness
on a combined basis, as calculated in accordance with Generally Accepted
Accounting Principles (GAAP) excluding SCCs. Non-Related Party Bonds shall
mean the par value of all senior notes issued by Madison River Capital, LLC
bearing a maturity date of March 1, 2010 ("Bonds") less any such Bonds
owned by the Borrower and/or Madison River Holdings Corp. Adjusted EBITDA
shall mean, for any year, (a) net income for such period plus (b) the sum
of the following: (i) interest expense payable on long-term debt; (ii)
income taxes; (iii) depreciation, amortization and other similar non-cash
charges; (iv) extraordinary losses; and (v) losses from the sale of assets
less (c) the sum of the following: (i) interest payments from affiliates
including the guaranteed payment by Gulf Communications, LLC; (ii)
extraordinary gains or the write up of any asset; and (iii) gains from the
sale of assets.
Combined Basis shall mean the consolidated and combined, without
duplication, financial statements for the Borrower, Gallatin River Holdings
L.L.C., MEBTEL Long Distance Solutions, Inc. Madison River Long Distance
Solutions, Inc. and the subsidiaries of those companies without
duplication.
3. Revised Repayment. The Loan shall be amortized in accordance with the
following schedule:
Amortization Schedule, includes all Notes
|-------------------------------------------------------------------------------------------------|
| Quarterly Principal |
| Date Payment Annual Amount Balance |
| % $ % $ $426,592,925.53 |
--------------------------------------------------------------------------------------------------|
| 8/31/2003 | 0.0% | 0.00 | | | 426,592,925.53 |
| 11/30/2003 | 0.0% | 0.00 | 0.0% | $0.00 | 426,592,925.53 |
| 2/29/2004 | 0.0% | 0.00 | | | 426,592,925.53 |
| 5/31/2004 | 0.0% | 0.00 | | | 426,592,925.53 |
| 8/31/2004 | 0.6% | 2,346,261.09 | | | 424,246,664.44 |
| 11/30/2004 | 0.6% | 2,346,261.09 | 1.1% | $4,692,522.18 | 421,900,403.35 |
| 2/28/2005 | 0.6% | 2,346,261.09 | | | 419,554,142.26 |
| 5/31/2005 | 0.6% | 2,346,261.09 | | | 417,207,881.17 |
| 8/31/2005 | 0.6% | 2,346,261.09 | | | 414,861,620.08 |
| 11/30/2005 | 0.6% | 2,346,261.09 | 2.2% | $9,385,044.36 | 412,515,358.99 |
| 2/28/2006 | 0.6% | 2,346,261.09 | | | 410,169,097.90 |
| 5/31/2006 | 0.6% | 2,346,261.09 | | | 407,822,836.81 |
| 8/31/2006 | 0.6% | 2,346,261.09 | | | 405,476,575.72 |
| 11/30/2006 | 0.6% | 2,346,261.09 | 2.2% | $9,385,044.36 | 403,130,314.63 |
| 2/28/2007 | 0.6% | 2,346,261.09 | | | 400,784,053.54 |
| 5/31/2007 | 0.6% | 2,346,261.09 | | | 398,437,792.45 |
| 8/31/2007 | 0.6% | 2,346,261.09 | | | 396,091,531.35 |
| 11/30/2007 | 0.6% | 2,346,261.09 | 2.2% | $9,385,044.36 | 393,745,270.26 |
| 2/29/2008 | 0.6% | 2,346,261.09 | | | 391,399,009.17 |
| 5/31/2008 | 0.6% | 2,346,261.09 | | | 389,052,748.08 |
| 8/31/2008 | 0.6% | 2,346,261.09 | | | 386,706,486.99 |
| 11/30/2008 | 0.6% | 2,346,261.09 | 2.2% | $9,385,044.36 | 384,360,225.90 |
| 2/28/2009 | 0.6% | 2,346,261.09 | | | 382,013,964.81 |
| 5/31/2009 | 0.6% | 2,346,261.09 | | | 379,667,703.72 |
| 8/31/2009 | 0.6% | 2,346,261.09 | | | 377,321,442.63 |
| 11/30/2009 | 0.6% | 2,346,261.09 | 2.2% | $9,385,044.36 | 374,975,181.54 |
| 2/28/2010 | 0.6% | 2,346,261.09 | | | 372,628,920.45 |
| 5/31/2010 | 0.6% | 2,346,261.09 | | | 370,282,659.36 |
| 8/31/2010 | 0.6% | 2,346,261.09 | | | 367,936,398.27 |
| 11/30/2010 | 0.6% | 2,346,261.09 | 2.2% | $9,385,044.36 | 365,590,137.18 |
| 2/28/2011 | 2.1% | 8,851,803.20 | | | 356,738,333.97 |
| 5/31/2011 | 2.1% | 8,851,803.20 | | | 347,886,530.77 |
|-------------------------------------------------------------------------------------------------|
| Quarterly Principal |
| Date Payment Annual Amount Balance |
| % $ % $ |
|-------------------------------------------------------------------------------------------------|
| 8/31/2011 | 2.1% | 8,851,803.20 | | | 339,034,727.56 |
| 11/30/2011 | 2.1% | 8,851,803.20 | 8.3% | $35,407,212.82 | 330,182,924.36 |
| 2/29/2012 | 3.7% | 15,570,641.78 | | | 314,612,282.58 |
| 5/31/2012 | 3.7% | 15,570,641.78 | | | 299,041,640.80 |
| 8/31/2012 | 3.7% | 15,570,641.78 | | | 283,470,999.01 |
| 11/30/2012 | 3.7% | 15,570,641.78 | 14.6% | $62,282,567.13 | 267,900,357.23 |
| 2/28/2013 | 3.9% | 16,530,475.86 | | | 251,369,881.37 |
| 5/31/2013 | 3.9% | 16,530,475.86 | | | 234,839,405.50 |
| 8/31/2013 | 3.9% | 16,530,475.86 | | | 218,308,929.64 |
| 11/30/2013 | 4.1% | 17,490,309.95 | 15.7% | $67,081,737.54 | 200,818,619.69 |
| 2/28/2014 | 4.1% | 17,490,309.95 | | | 183,328,309.75 |
| 5/31/2014 | 4.1% | 17,490,309.95 | | | 165,837,999.80 |
| 8/31/2014 | 4.1% | 17,490,309.95 | | | 148,347,689.85 |
| 11/30/2014 | 4.1% | 17,490,309.95 | 16.4% | $69,961,239.79 | 130,857,379.91 |
| 2/28/2015 | 4.1% | 17,490,309.95 | | | 113,367,069.96 |
| 5/31/2015 | 4.1% | 17,490,309.95 | | | 95,876,760.01 |
| 8/31/2015 | 4.1% | 17,490,309.95 | | | 78,386,450.07 |
| 11/30/2015 | 4.1% | 17,490,309.95 | 16.4% | $69,961,239.79 | 60,896,140.12 |
| 2/29/2016 | 3.6% | 15,224,035.03 | | | 45,672,105.09 |
| 5/31/2016 | 3.6% | 15,224,035.03 | | | 30,448,070.06 |
| 8/31/2016 | 3.6% | 15,224,035.03 | | | 15,224,035.03 |
| 11/30/2016 | 3.6% | 15,224,035.03 | 14.3% | $60,896,140.12 | 0.00 |
| | ------ |--------------- | ------ | --------------- | |
| | 100.0% |$426,592,925.53 | 100.0% | $426,592,925.53 | |
| | ====== |=============== | ====== | =============== | |
|-------------------------------------------------------------------------------------------------|
4. Revised Covenant Requirements.
A. Financial Ratio Requirements. Borrower shall comply with the following
financial covenants:
|------------------------------------------------------------------------------------|
| | 2003-2004 | 2005-2006 | 2007-2010 | 2011-Maturity |
|-------------------------|-------------|-------------|-------------|----------------|
| Minimum TIER | 1.50 | 1.50 | 2.00 | 2.00 |
|-------------------------|-------------|-------------|-------------|----------------|
| Minimum DSC | 1.50 | 2.00 | 2.00 | 1.05 |
|-------------------------|-------------|-------------|-------------|----------------|
| Maximum Leverage Ratio | 5.0 | 4.5 | 4.0 | 3.5 |
|-----------------------------------------------------|-------------|----------------|
(a) "Debt Service Coverage Ratio" or "DSC" for any year shall mean (i)
total net income (including guaranty payments made by or to any of the
Subsidiaries that would be included in net income according to GAAP) or
margins plus depreciation and amortization and deferred compensation
expense, and interest on long-term debt for such year, divided by (ii)
principal payments as scheduled under this Amendment and interest on
long-term debt payable in such year, as measured on a Combined Basis;
(b) Leverage Ratio shall be measured on a Combined Basis and calculated as
follows: (i) Total Debt divided by (ii) Adjusted EBITDA. Total Debt
shall mean, for any year, total indebtedness on a Combined Basis as
calculated in accordance with GAAP excluding SCCs; and
(c) Adjusted EBITDA shall mean, for any year, net income for such period
plus the sum of the following: (i) interest expense payable on long-
term debt; (ii) income taxes; (iii) depreciation, amortization and
other similar non-cash charges including non-cash deferred compensation
expense; (iv) extraordinary losses; and (v) losses from the sale of
assets less the sum of the following: (i) interest payments from
affiliates including the guaranteed payment by Gulf Communications,
LLC; (ii) extraordinary gains or the write up of any asset; and (iii)
gains from the sale of assets.
B. Capital Expenditures. Borrower shall submit a 3-year capital
expenditure budget for review and approval of RTFC. At no time during
the subject period shall Borrower exceed the budgeted capital
expenditures as approved by RTFC without RTFC's prior written consent.
Until such time as RTFC has approved the required 3-year capital
expenditure budget, Borrower, without RTFC's prior approval, may make
capital expenditures that shall not exceed the amounts set forth below
for the corresponding period for which RTFC approval of a budget has not
been granted:
|-----------------------------------------------------|
| Year | Amount |
|-----------------------------------------------------|
| 2003 | $12,000,000 |
| 2004 | $16,600,000 |
| 2005 | $14,800,000 |
| 2006 | $16,000,000 |
| 2007 | $16,200,000 |
| 2008 | $16,400,000 |
| 2009 | $16,700,000 |
| 2010 | $17,000,000 |
| 2011 | $17,400,000 |
| 2012 | $17,700,000 |
| 2013 | $18,100,000 |
| 2014 | $18,500,000 |
| 2015 | $18,900,000 |
| 2016 | $19,000,000 |
|-----------------------------------------------------|
Any scheduled amount not expended in a particular year may be used in
the following year.
C. Acquisitions And Sales Of Exchanges. Any and all acquisitions and sales
of local exchanges shall require the prior written approval of RTFC.
D. Prepayments.
(a) Voluntary prepayments shall mean those prepayments made in
accordance with Section 2,04 of the Loan Agreement, except that the
voluntary prepayment of outstanding loan funds in the variable rate
mode of interest shall not be subject to a prepayment penalty
provided that said voluntary prepayment occurs prior to February 28,
2010.
(b) Mandatory Prepayments. Beginning in 2005, Borrower shall make annual
mandatory prepayments in an amount equal to 100% of Excess Cash Flow
as calculated by RTFC using audited financial statements and said
mandatory prepayment shall occur by the earlier of the 5th business
day of the month immediately following RTFC's receipt of the audited
financial statements or June 5 of any given year. Excess Cash Flow
is defined as Adjusted EBITDA less Approved Annual Capital Budget,
income taxes, Bond purchases, principal and interest payments, non-
cash RTFC patronage capital, and Permitted Dividends. Borrower
shall not be charged a prepayment penalty for that portion of the
prepayment applied to any loan balance to which a variable rate of
interest is being charged.
(c) Permitted Dividends shall mean the total amount of dividends and
distributions permitted under Section 7.03 of the Loan Agreement.
(d) Adjusted EBITDA shall have the meaning set forth in Section 4(A) of
this Agreement.
(e) Approved Annual Capital Budget shall mean the approved or the
maximum amount allocated for capital expenditures in accordance with
Section 4(B) of this Agreement for the upcoming fiscal year.
(f) Re-Amortization. Prepayments, whether voluntary of mandatory, shall
be applied in inverse order of maturity except that cumulative or
individual prepayments, whether voluntary or mandatory, that total
$20,000,000 or more since the most recent re-amortization of the
Loan, at the Borrower's request, may be applied on a pro rata basis
to reduce principal payments scheduled for February 28, 2011 and for
each quarter thereafter.
E. Section 7.03 of the Loan Agreement shall be replaced in its entirety
with the following:
"Dividends and Other Cash Distributions. The Borrower and its
Subsidiaries will not, without the prior approval in writing of the
Lender, make dividend payments or any other cash distributions
related to its capital stock unless and until Borrower is current on
its obligations to Lender and is not in material default of any of
its covenants under the Loan Agreement and the Other Agreements,
after giving effect to such dividend payment: (a) Borrower, Gallatin
River Holdings LLC, MEBTEL Long Distance Solutions, Inc. and Madison
River Long Distance Solutions, Inc. on a Combined Basis, achieves an
equity-to-total stock assets ratio ("Post Transaction Net Worth") of
40% or greater, have achieved its financial ratio requirements for
the preceding period and either have a Current Ratio of 1.25 or
greater ("Current Ratio Test") or a fixed charge coverage ratio of
1.0 or greater the fiscal quarter immediately preceding ("Fixed
Charge Coverage Ratio Test"); or (b) Borrower, Gallatin River
Holdings LLC, MEBTEL Long Distance Solutions, Inc. and Madison River
Long Distance Solutions, Inc.'s Combined Basis Post Transaction Net
Worth is 30% or greater, the dividend payment does not exceed 35% of
their Combined Basis prior year's Cash Margins, and (i) either the
Current Ratio Test and financial ratio requirements for the
preceding period are met on a Combined Basis or (ii) the Fixed
Charge Coverage Ratio Test and financial ratio requirements for the
preceding period are met on a Combined Basis. Provided, however, to
the extent permitted under the Indenture dated February 17, 2000
issued in conjunction with the Bonds, the purpose of any such
dividend payments as permitted hereunder shall be for the payment of
(i) principal and/or interest on the Bonds, (ii) principal or
interest on replacement bonds ("Replacement Bonds") provided that
said replacement bonds bear an interest rate no greater than the
existing Bonds, and (iii) re-purchase of the Bonds or the
Replacement Bonds. However, notwithstanding the foregoing, annual
dividend payments of up to $9,225,000 may be made by Gulf Telephone
Company, Gulf Communications, LLC and/or the Borrower, without
Lender's prior written approval provided that Borrower is current on
its obligations to Lender and is not in material default of any of
the covenants under the this Loan Agreement and the Other
Agreements. Notwithstanding the foregoing, Borrower's Subsidiaries
may make dividend payments to Borrower for the purpose of servicing
Borrower's debts to Lender without the prior approval of Lender and
Borrower may make distributions in the amount of income taxes that
are attributable to Borrower's earnings.
"'Fixed Charge Coverage Ratio' shall be measured on a Combined Basis
at each fiscal quarter-to-date, and shall mean Operating Cash Flow
divided by Fixed Charges for any applicable quarter. Operating Cash
Flow shall mean (a) net income for such period plus (b) the sum of
the following for such period: (i) depreciation and amortization and
other similar non-cash charges including non-cash deferred
compensation expense; (ii) extraordinary losses; and (iii) losses
from the sale of assets, less (c) the sum of the following for such
period: (i) extraordinary gains or the write-up of any asset; (ii)
any non-cash RTFC patronage capital; and (iii) gains from the sale
of any assets. Fixed Charges shall equal the sum of the following
for such period: (i) principal payments on long term debt; (ii) cash
capital expenditures; (iii) cash dividend payments; and (iv) cash
payments to purchase Bonds."
"Gallatin River Holdings L.L.C. and its Subsidiaries may not,
without the prior approval in writing of the Lender, make dividend
payments or any other cash distributions related to its membership
interests except that it may make dividend payments to its member-
owners without Lender's prior written approval for the purpose of
funding the member-owner's income tax liability on its earnings
("Tax Dividends") provided that (i) for any year the Tax Dividends,
in the aggregate, do not exceed 50% of Gallatin River Holdings LLC's
prevailing fiscal year-to-date consolidated net income, and, (ii)
after giving effect to the transaction, the Current Ratio Test is
met. Gallatin River Holdings LLC and its Subsidiaries may not
declare or pay dividends to their shareholders or member-owners, as
the case may be ("Investor Dividends") without Lender's prior
written approval unless and until (i) the Combined Basis equity-to-
total assets ratio is 40% or greater after giving effect to the
transaction ("Investor Dividend Net Worth Test"); (ii) the aggregate
of the Investor Dividends and the Tax Dividends does not exceed 50%
of the Combined Basis prior year's Cash Margins; and (iii) the
Current Ratio Test is met. Notwithstanding the above, Gallatin
River Holdings LLC and its Subsidiaries may make distributions to
its member-owners, without Lender's prior written approval, for the
purpose of servicing debts to Lender."
F. Maximum Bond Purchases. The purchase of Bonds by Borrower and Madison
River Holdings Corp. combined shall not exceed $2,000,000 per calendar
quarter and $6,000,000 per year without RTFC's prior written approval.
Lender reserves the right to waive this limitation from time to time at
its sole discretion. Such a waiver or waivers shall not constitute an
elimination of this limitation; and
G. Section 7.05 of the Loan Agreement shall be replaced in its entirety
with the following:
"Limitations on Loans, Investments and Other Obligations.
(a) The Borrower shall not, without first obtaining the written approval
of Lender, (i) purchase or make any commitment to purchase any
stock, bonds, notes, debentures or other securities or obligations
of or beneficial interest in, (ii) make any other investment in,
(iii) make any loan to, or (iv) guarantee, assume, or otherwise
become liable for any obligation of, any corporation, association,
partnership, joint venture, trust, government or any agency or
department thereof, or any other entity of any kind if the aggregate
amount of all such purchases, investments, loans and guarantees
exceeds the greater of ten percent (10%) of Total Plant or thirty
percent (30%) of Net Worth.
(b) The following shall not be included in the limitation on purchases
investments, loans and guarantees in (a) above: (i) bonds, notes,
debentures, stock, or other securities or obligations issued by or
guaranteed by the United States government or any agency or
instrumentality thereof; (ii) bonds, notes, debentures, stock,
commercial paper, subordinated capital certificates, or other
security or obligation of institutions whose senior unsecured debt
obligations are rated by at least two nationally recognized rating
organizations in either or its two highest categories; (iii)
investments incidental to loans made by RTFC; (iv) bonds, notes,
debentures, commercial paper or any other security of the National
Rural Utilities Cooperative Finance Corporation; (v) any deposit
that is fully insured by the Federal Government; (vi) the preferred
equity investment in Gulf Communications, LLC of $90,566,000; and
(vii) Bonds issued by Madison River Capital, LLC, as defined
herein, in amounts permitted pursuant to this Agreement and/or
approved by RTFC."
5. Additional Collateral and Guarantees. As a condition to the effectiveness
of this Agreement, there shall be delivered to Lender, fully completed and
duly executed (when applicable), the following, satisfactory to Lender and
its counsel:
A. A pledge and security agreement from Madison River Capital, LLC pledging
its Madison River Holdings Corp. stock as additional security for the
Loan with related stock powers;
B. A pledge and security agreement from Madison River Holdings, Corp.
pledging its Madison River Long Distance Solutions, Inc. stock and its
MEBTEL Long Distance Solutions, Inc. stock as additional security for
the Loan with related stock powers;
C. A mortgage and security agreement from Madison River Holdings Corp. and
any other documentation necessary to provide Lender with a first lien
security interest in the assets of Madison River Holdings Corp.
including all Bonds owned or hereafter acquired by Madison River
Holdings, Corp., as additional collateral for the Loan;
D. A secured guaranty of the Loan from Madison River Long Distance
Solutions, Inc.;
E. A mortgage and security agreement from Madison River Long Distance
Solutions, Inc. providing Lender with a first lien security interest in
the assets of Madison River Long Distance Solutions, Inc. to secure its
guaranty of the Loan;
F. A secured guaranty of the Loan from MEBTEL Long Distance Solutions,
Inc.;
G. A mortgage and security agreement from MEBTEL Long Distance Solutions,
Inc. providing Lender with a first lien security interest in the assets
of MEBTEL Long Distance Solutions, Inc. to secure its guaranty of the
Loan;
H. Certified copies, satisfactory to the Lender, of all such corporate
documents and proceedings authorizing the transactions described above,
as well as the execution of this Agreement;
I. Written opinions from Borrower's, Madison River Capital, LLC's, Madison
River Holdings Corp.'s, Madison River Long Distance Solutions, Inc.'s,
and MEBTEL Long Distance Solutions, Inc.'s counsel addressing such legal
matters as the Lender or its counsel shall reasonably require;
J. An undertaking letter from Madison River Communications, LLC agreeing
that, when all of the Bonds have been repaid, it will provide Lender
with a mortgage and security agreement providing Lender with a first
lien security interest in the assets of Madison River Communications,
LLC. as additional security for the Loan; and
K. Documentation necessary to provide Lender with a first lien security
interest in all Bonds owned or hereafter acquired by Borrower, as
collateral for the Loan.
6. Additional Covenants and Conditions.
A. Upon the repayment of the Bonds, Borrower shall have delivered to Lender
a mortgage and security agreement from Madison River Communications, LLC
providing Lender with a first lien security interest in the assets of
Madison River Communications, LLC as additional security for the Loan.
B. The New Guarantors and the Existing Guarantors must execute this
Agreement where indicated below for the sole purpose of evidencing their
consent to this Agreement.
C. Borrower shall notify RTFC in writing of Borrower's acquisition of any
and all Bonds. Such notice must be provided no later than five days
after the acquisition and shall identify the date of the acquisition, a
description of the Bonds, and the location of the Bonds.
D. This Agreement shall not be effective until Borrower pays RTFC an
amendment fee of $50,000.
E. Within six months of the date of this Agreement, Borrower shall provide
RTFC with all necessary documentation, in form and substance acceptable
to RTFC, to secure Coastal Utilities, Inc.'s existing unsecured
revolving line of credit agreement with RTFC in the principal amount of
$10,000,000 (GA543-5108) with the assets of Coastal Utilities, Inc.
7. Effect of Amendment. Except as amended herein, the Loan Agreement remains
in full force and effect as executed. In any conflict between the terms
and conditions of the Loan Agreement and this Agreement, the terms and
conditions of this Agreement shall govern.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement under seal as of the date first above written.
MADISON RIVER LTD FUNDING CORP.
By: /s/ J. XXXXXXX XXXXXXXXXXX
----------------------------------
Title: Chief Executive Officer
-------------------------------
(SEAL)
Attest: /s/ XXXX X. XXXX
--------------------------
Secretary
RURAL TELEPHONE FINANCE COOPERATIVE
By: /s/ XXXXX X. XXXX
----------------------------------
Assistant Secretary-Treasurer
(SEAL)
Attest: /s/ XXXXXXX XXXX
-----------------------------
Assistant Secretary-Treasurer
Seen and consented to :
Gallatin River Holdings, L.L.C.
By: /s/ J. XXXXXXX XXXXXXXXXXX
----------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
--------------------------------
Title: Chief Executive Officer
-------------------------------
Gulf Long Distance, Inc.
By: /s/ J. XXXXXXX XXXXXXXXXXX
----------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
--------------------------------
Title: Chief Executive Officer
-------------------------------
Coastal Utilities, Inc.
By: /s/ J. XXXXXXX XXXXXXXXXXX
----------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
--------------------------------
Title: Chief Executive Officer
-------------------------------
Gulf Long Distance, Inc.
By: /s/ J. XXXXXXX XXXXXXXXXXX
----------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
--------------------------------
Title: Chief Executive Officer
-------------------------------
Gulf Telephone Company
By: /s/ J. XXXXXXX XXXXXXXXXXX
----------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
--------------------------------
Title: Chief Executive Officer
-------------------------------
MEBTEL, Inc.
By: /s/ J. XXXXXXX XXXXXXXXXXX
----------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
--------------------------------
Title: Chief Executive Officer
-------------------------------
Madison River Management Company
By: /s/ J. XXXXXXX XXXXXXXXXXX
----------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
--------------------------------
Title: Chief Executive Officer
-------------------------------
