Northwestern Indiana Telephone Company - Page 26

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            letter of credit.  In addition, in 1990, NITCO loaned BMCT                                 
            $500,000 to use as a downpayment on BMCT's purchase of the                                 
            cellular telephone license and other assets.                                               
                  On or about April 22, 1991, NITCO loaned BMCT another $3.1                           
            million, so that the principal amount of NITCO's outstanding                               
            loans to BMCT totaled in excess of $3.6 million.  With this                                
            additional $3.1 million loan from NITCO, BMCT was then able to                             
            conclude its purchase of the cable telephone license and other                             
            assets from WKBN on April 22, 1991.3  As a result, the above                               
            letter of credit issued by the local Indiana bank was canceled.                            
                  At about the time of its April 22, 1991, acquisition of the                          
            Washington rural statistical area number eight cellular telephone                          
            business, BMCT arranged to borrow another $2.8 million from an                             
            unrelated third party, to finance further construction of the                              
            Washington cellular telephone system.  To help BMCT obtain the                             
            $2.8 million loan from this third party, NITCO agreed to                                   
            subordinate its prior loans to BMCT to the third party's loan.                             

            3An explanatory note to the Dec. 31, 1991, financial                                       
            statements of BMCT, L.P., the limited partnership that BMCT,                               
            FiberComm, and NITCO subsequently formed, reflects that the                                
            $3,615,771 purchase price paid by BMCT was allocated to the                                
            license and other assets that were acquired as follows:                                    

                        Land and buildings             $151,143                                        
                        Cellular license              2,217,265                                        
                        Equipment                       147,363                                        
                        Warranties                      500,000                                        
                        Consulting agreement            100,000                                        
                        Noncompete agreement            500,000                                        
                        Total                      $3,615,771                                          



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