20070713Application.pdf

Lance J.M. Steinhart, P.
Attorney At Law
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
lULl JUL i:j 1:;1 i 'j
Ud:
Also Admitted in New York
and Maryland
Telephone: [phone]
Facsimile: [phone]
Email: lsteinhart(qjtelecomcounsel. com
July 12, 2007
VIA OVERNIGHT DELIVERY
Ms. Jean D. Jewell
Idaho Public Utilities Commission
Secretary
472 West Washington Street
Boise, Idaho 83702
GC 1'- 07 -0
Re: Global Capacity Group, Inc.
Dear Ms. Jewell:
Enclosed please find for filing an original and three (3) copies of Global Capacity Group,
Inc.'s Application for a Certificate of Public Convenience and Necessity to Provide Resold and
Facilities-BasedlUNE Local Exchange telecommunications services within the State ofIdaho. The
company has no local exchange customers at this time in the State of Idaho and this is a new filing.
APPLICANT HAS ALSO ENCLOSED ONE (1) COpy OF FINANCIAL
STATEMENTS IN A SEPARATE ENVELOPE MARKED "CONFIDENTIAL AND
PROPRIETARY", AND RESPECTFULLY REQUESTS CONFIDENTIAL TREATMENT
OF THE ENCLOSED FINANCIAL INFORMATION. APPLICANT EXPECTS THAT
THIS INFORMATION WILL BE RESTRICTED TO COUNSEL AGENTS AND
EMPLOYEES WHO ARE SPECIFICALLY ASSIGNED TO THIS APPLICATION BY
THE COMMISSION.
I have also enclosed an extra copy of this letter to be date stamped and returned to me in the
enclosed, self addressed, postage prepaid envelope. If you have any questions or if I may provide
you with additional information, please do not hesitate ntact me.
L .M. Steinhart
Att()rney for Global Capacity Group, Inc.
cc:Jonathan Wynne-Evans
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE
APPLICATION OF
Global Capacity Group, Inc.
for a Certificate of Public
Convenience and Necessity to
Provide
Local Exchange Telecommunications
Services Within the
State ofIdaho
...') .
. t.
CASE NO.
C6-
(-
-o7-0(
APPLICATION AND REQUEST FOR AUTHORITY
Application is hereby made to the Idaho Public Utilities Commission for a Certificate of Public
Convenience and Necessity authorizing Global Capacity Group, Inc.
, ("
Applicant" or "Global
Capacity") to provide local exchange telecommunications services pursuant to Idaho Code Sections
61-526 through -528 and IDAPA 31.01.01.111 (Rules 111 & 112) as clarified by Procedural Order
No. 26665 in Case No. GNR-96-4. The following general information and exhibits are furnished in
support thereof:
1.)Applicant's legal name, address of its principal offices and telephone number are:
Global Capacity Group, Inc.
730 N Post Oak, Suite 400
Houston, Texas 77027
[phone]
The Applicant has no office located in the State of Idaho. The Applicant intends to provide
resold and facilities-based local exchange service utilizing unbundled network elements ("UNEs ) or
UNE equivalents. Such services will be provided by utilizing the facilities incumbent local
exchange carriers ("LECs
Applicant is incorporated in the State of Texas and is in good standing under the laws of that
state. In addition, the Company is authorized to do business as a foreign Global Capacity in the State
of Idaho.Attached as Exhibit 1 to this Application is a copy of the Company's Articles of
Incorporation.A copy of Applicant's certificate of authority to transact business in Idaho is
attached hereto as Exhibit 2.
The name and business address of Applicant's registered agent for service in Idaho are:
TCS Corporate Services, Inc.
5527 Kendall Street
Boise, Idaho 83706
The names and addresses of the ten common stockholders of Applicant Owning the Greatest
Number of Shares of Common Stock and the Number of Such Shares Owned by Each are:
Name and
Address
Shares Owned Percentage of All
Shares Issued &
Outstanding
Percentage
of Voting
Control
Capital Growth Systems, Inc. 21 734 030 100%100%
Address: All of the shareholders can be reached through the company at the address listed in 1.) above.
The names, addresses and ownership of Applicant's Officers and Directors are:
Officers:
Patrick C. Shutt
George A. King
Robert Pollan
John Abraham
David Walsh
Darin P. McAreavey
Chief Executive Officer
President
Chief Operating Officer
Vice President
Vice President
Chief Financial Officer and Treasurer
Directors:
Bob Geras
Phil Kenny
Douglas Stukel
Lee Wiskowski
David Beamish
Each can be reached at Applicant's primary place of business and telephone number as
follows:
Global Capacity Group, Inc.
730 N Post Oak, Suite 400
Houston, Texas 77027
[phone]
The Name and Address of Any Corporation, Association, or Similar Organization Holding a
5% or Greater Ownership or Management Interest in Applicant are as follows:
See answer to 4. above.
The names and addresses of Subsidiaries Owned or Controlled by Applicant are as follows:
Not applicable.
Applicant initially proposes to provide resold local exchange servIces and to purchase
unbundled network elements provided by existing LECs: Qwest North, Qwest South, and Verizon.
Applicant has no current plans to install facilities in Idaho but may do so in the future, however, the
nature and extent of the facilities to be utilized has yet to be determined. Applicant intends to provide
all forms of intrastate local exchange and interexchange telecommunications services including:
1. Interexchange (switched and dedicated services):
A. 1 + and 101XXXX outbound dialing;
B. 800/888 toll-free inbound dialing;C. Prepaid and Postpaid calling cards;
D. Directory Assistance; and
E. Frame Relay and other data services.
2. Local Exchange:
Local Exchange Services for business and residence customers that will enable
customers to originate and terminate local calls in the local calling area served by other
LECs, including local dial tone and custom calling features.
Switched local exchange services such as flat-rated and measure-rated local services;
vertical services, Direct Inward and Outward Dialed trunks, carrier access, public and
semi-public coin telephone services, and any other switched local services that
currently exist or will exist in the future.
Non-switched local services (e., private line) that currently exist or will exist in the
future.
Centrex and/or Centrex-like services that currently exist or will exist in the future.
Digital subscriber line, ISDN, and other high capacity line services.
Applicant seeks authority to resell and provide facilities-based/UNE local and interexchange
services initially throughout the State where provided by incumbent LECs, however, Applicant does
not intend to service areas serviced by any LECs which are eligible for a small or rural carrier
exemption pursuant to Section 251 ofthe Federal Telecom Act of 1996.Applicant has no current
plans to install facilities in Idaho.
Copies of Applicant's Statement of Cash Flows and Profit & Loss Statement for the period
ending December 31 2006 and Balance Sheet as of December 31 2006, Exhibit 3, are being filed in a
separately sealed envelope marked "Confidential and Proprietary".
10.A map showing where Applicant is proposing to provide service is attached hereto as Exhibit
11.)A copy of Applicant's illustrative tariff is attached hereto as Exhibit 5. Applicant will file its
proposed tariff establishing its proposed services and charges upon completion of interconnection and
upon receipt of certification by the Commission.
12.Questions concerning this application and Applicant's tariff should be directed to Applicant'
representative:
Lance J.M. Steinhart
Lance J.M. Steinhart, P.
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
[phone] (Telephone)
[phone] (Facsimile)
lsteinhart~telecomcounsel.com (Email)
Customer Complaints and Inquiries are to be addressed to:
Joanne Solis
730 N Post Oak, Suite 400
Houston, Texas 77027
[phone] (Customer Service)
13.Applicant has not initiated interconnection or resale negotiations.
14.Applicant has reviewed the laws and regulations of this Commission governing local exchange
telecommunications services in Idaho and will provide service in accordance with all laws, rules and
regulations to the extent they are not preempted by the Federal Act.
15.Applicant will not require advance payments or deposits, therefore, no escrow account is being
filed.
WHEREFORE, Global Capacity Group, Inc., requests that the Idaho Public Utilities
Commission enter an order granting a Certificate of Public Convenience and Necessity authorizing
Global Capacity Group, Inc., to provide resold and facilities-based/UNE local exchange
telecommunications services pursuant to Idaho Code Sections 61-526 through -528 and IDAPA
31.01.01.111.
Respectfully submitted this IJi1; of
9Ui.;
2007,
GLOBAL CAP AC
By:
!9 J.M. Steinhart
~mey for
GLOBAL CAPACITY GROUP, INC.
LIST OF EXHIBITS
EXHIBIT ARTICLES OF INCORPORATION
EXHIBIT 2 CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS
EXHIBIT 3 FINANCIAL INFORMATION
EXHIBIT 4 SERVICE AREA MAP
EXHIBIT 5 ILLUSTRATIVE TARIFF
EXHIBIT 1 - ARTICLES OF INCORPORATION
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Corporations Section
O. Box 13697
Austin, Texas 78711-3697
Roger Williams
Secretary of State
Office of the Secretary of State
The undersigned, as Secretary of State of Texas, does hereby certify that the attached is a true and
COITect copy of each document on file in this office as described below:
Global Capacity Group, Inc.
, Filing Number: 800036361
Articles oflncorporation
Change of Registered Agent/Office
Public Information Report (pm)
Public Information Report (pIR)
Articles of Amendment'
Public Information Report (pIR)
Early Election to Adopt Code
Certificate of Merger
Public Information Report (pIR)
December 12 2001
February 19, 2003
December 31 2003
December 31, 2004
August 22, 2005
December 31, 2005
December 12, 2006
December 12, 2006
December 31 2006
In testimony whereof. I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on June 21 2007.
Roger Williams
Secretary of State
Phone: [phone] '
Prepared by: SOS-WEB
Come visit us on the internet athttp:/Iwww.sos.state.lx.usI
Fax: [phone] Dial: 7-1 for Relay ServicesTID: 10266 Document: 175080290003
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ARTICLES OF AMENDMENT
ARTICLES OF INCORPORATION
GLOBAL CAPACITY GROUP, INC.
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SGCl'8tary of State of Texas
AUG ~ 2 ~gOS
ColpOrations Section
Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation.
ARTICLE ONE
The name ofllie Corporation is Global Capacity Group, Inc.
ARTICLE TWO
The following amendments to the Articles ofIncorporation were adopted by the shareholders
of the Corporation on August....2!L 2005: to change the registered office and registered agent of the
Corporation and to increase the number of shares of common stock the Corporation shall have the
authority to issue.
The following amendment alters Article 2 of the original Articles of Incorporation. Article 2
is amended to read in its entirety as follows:
ARTICLE 2
The street address of the initial registered office of the Corporation is 3900
Essex Lane, Suite 640, Houston, Texas 77027, and the name of the registered agent
of the Corporation is David P. Walsh.
The following amendment a1ters Artic1e 4 of the original Articles of Incorporation. Article 4
is amended to read in its entirety as foHows:
ARTICLE 4
The aggregate number of shares which the Corporation shall have the
authority to issue is one hundred thousand (100,000) shares of common stock, each
share having no par value and having the right to vote and being identical with all
other shares of common stock. "
The following amendments are in addition to the original or amended Articles of
Incorporation and the full text of the provisions added are as follows:
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ARTICLE 8
The power to adopt, alter, amend or repeal the Bylaws shall be vested in the
Board of Directors and in the shareholders entitled to vote for the election of
directors.
ARTICLE 9
No director and no officer of the Corporation shall be disqualified by reason
of his office from dealing with or contracting with the Corporation, either as vendor
seller, purchaser, vendee, buyer, mortgagee, mortgagor, or otherwise; and no
transaction of this Corporation shall be void or voidable by reason of the fact that the
director or officer or any firm in which a director or officer of this Corporation is a
member, or any corporation of which a director or officer of this Corporation is a
shareholder or a director or officer, is in any way interested in such transaction.
ARllCLE 10
At each election for directors, every shareholder entitled to vote at such
election shaH have the right to vote in person, or by proxy, the number of shares
owned by him for as many persons as there are directors to be elected. It is prohibited
for any shareholder to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by his shares shall equal, or by distributing
such votes on such principle among any number of such candidates.
ARTICLE 11
No director of the Corporation shall be liable to the Corporation or its
shareholders for monetary damages for an act or omission in a director's capacity as
a director, except that this Article 11 does not eliminate or limit the liability of a
director for:
(a)a breach of a director's duty of loyalty to the Corporation or its
shareholders;
(b)an act or omission not in good faith or that involves intentional
misconduct or a knowing violation of the law;
(c)a transaction ITom which a director received an improper benefit
whether or not the benefit resulted from an action taken within the
scope of the director's office;
(d)an act or omission for which the liability of a director is expressly
provided for by statute; or
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dividend."
ARTICLE 12
The Corporation shaH indemnifY its directors and its former directors
and the Corporation may indemnify its officers and its former officers against any
losses, damages, claims or liabilities to which they may become subject or which they
may incur as a result of being or having been an officer or director, and shall advance
to them or reimburse them for expenses incurred in cOImection therewith, to the
maximum extent permitted by law. The Corporation may indemnify other employees
agents or persons against any losses, damages. claims or liabilities to which they may
become subject or which they may incur as a result of having been an employee or
agent or having acted for the Corporation and may advance to them or reimburse
them for expenses incurred in connection therewith to the maximum extent pennitted
bylaw.
B. A person maybe indemnified under this Article 12 against judgments
penalties (including excise and similar taxes), fines. settlements and reasonable
expenses actually incurred by the person in connection with a proceeding; but if the
person is found liable to the Corporation or is found liable on the basis that personal
benefit was improperly received by the person, the indemnification (1) is limited to
reasonable expenses actually incurred by the person in connection with the
proceeding and (2) shall not be made with respect to any proceeding in which the
person shall have been found liable for willful or intentional misconduct in the
performance of his duty to the Corporation.
C. In the event of a settlement, indemnification shall be provided only
in connection with such matters covered by the settlement as to which the
Corporation is advised by its counsel that the person to be indemnified did not
commit such a breach of duty. The foregoing right of indemnification shall not be
exclusive of other rights to which he may be entitled.
D. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a director
officer, employee or agent of another corporation, partnership, joint venture, sole
proprietorship, trust, other enterprise or employee benefit plan, against any liability
asserted against him and incurred by him in any such capacity or arising out of his
status as such a person, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of the Texas Business
Corporation Act.
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E. Without limiting the power of the Corporation to procure or maintain
any kind of insurance or other arnmgement, the Corporation may. for the benefit of
persons indemnified by the Corporation (1) create a trust fund, (2) establish any fonn
of self-insurance, (3) secure its indemnity obligation by grant of a security interest or
other lien on the assets of the Corporation, or (4) establish a letter of credit. guaranty
or surety arrangement."
ARTICLE THREE
The number of shares of the Corporation outstanding at the time of such adoption was 1 000;
the number of shares entitled to vote thereon was 1 ,000.
ARTICLE FOUR
The number of shares voted FOR said amendments was 1 OOO~ the number of shares voted
AGAINST said amendments was zero.
ARTICLE FIVE
The foregoing amendment has been approved in the manner required by the Texas Business
Corporation Act and the constituent documents of the Corporation.
DATED: August 8+h 2005
GLOBAL CAPACITY GROUP. INC.
David P. Walsh, President
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STATE OF TEXAS
COUNTY OF HARRIS
Before me, a notary public, on this day personally appeared David P. Walsh known to me to
be the person whose name is subscribed to the foregoing document and. being by me first duly
sworn. declared that the statements therein contained are true and correct and that he executed the
foregoing docmnent for the purposes and in the capacities therein stated and as the act and deed of
Global Capacity Group, Inc., a Texas corporation.
Given under my hand and seal of office this ---Lth day of August, 2005.
MARIE GARCIA
: M'-. COMM!SSION EXPIRES
JULY 7, 2006
NOTARY PUBLIC IN AND FOR
THE STATE OF T E X A S
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05-102
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LTCode . 13196
TEXAS FRANCHISE TAX
PUBLIC INFORMATION REPORT
MUST bali!ed 10 satisfy franchis! tax requirements
CoopcrZIon name ond eda....LOBAL CAPACITY GROUP, INC.
900 ESSEX LANE, SUITE 640
aUSTON, TX 77027
3333
Filing Number: 800036361
Do not write in !he aboveCo T""P3)WidentiflClllionn- (t. RIIPOI1~
17529700738 2005
U'1
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If the preprinted infonnation is not corrnct, please type or print the correct information,
The following information MUST be provided for the Secretary of State (S.) by each corporation orlimited liabifjty company that (des Texas Corporation Franchise Tax Report. Use additional sheets for
Sections A 8 ancf if nec:~. The information will be available for public Inspection.
L PIR/IND mID 1.2.3
Blacken this circle completely if there are CUfT&nt!y no chanaesto th& infonnation preprinted inSection A of this report. Then, complete Sections B and C.
SecreI8y 01 Slate IDe numb..- or, II nano,Com~1er uncha'tered numb.
h- k on 1'ronc:hIse Do .
T- Allport,
Form 115-142 0800036361
Please sign below!OIIicer an(!
director inlorm.llort is rapor1ed 3$ 01 !he date
. Public InIormaIIon R8pcrt Ia CO1I!PIe!8!I. The
inlClTllillion i8 upcIatBd lIII1UoIIy IS p;n 01 IIIe
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lIS 011"",," end Ifllcora ch8nge Ihnoughout th.
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CapaatIon'II~ olrice
3900 ESSEX LANE SUITE 640 HOUSTON 77027
Principal place 01 business
\sAME
SECTION A. Name title and maiIin
NAMe
SECT
SUITE 640 HOUSTON 77027
T111.E
MAILING ADD
N..u.cE Tm.E
MALlNG ADDAE
NAME 1TIlE
/oMUNG AD
NAME 'Il11.E
MAILING ADORES
SECTION B. Ust each corporation or famlted liability company. if any. In which this reporting corporation or fimitetl Uability company owns aninterest of ten percent (1 0%) or more. Enter the Information requested for each corporation or limited liabiflty company.
Name 01 OWI'eci (sublllcfoaryj corporatJcn S1at8 01 T- SOS Iil8I1Umt1or "-'!age Inleros!NONE
Nama or owned (subslcf""l1--'ion SI8Ie 01 T-SOSfi1e number ""'-'tagoo Inter."""",,0l1I\l011
SECTION C. Us! each corporation or limited rlabilJty company, if any, that owns an Interest of ten percent (10%) or more in this reportingcorporation or limited fiabHity company. Enter the information requested for each corporation Dr limited liabifrty company.;~;;mg~)~
I=~T_~sm.~ Pmon.I~
Registered agenl and registered office currently on me. (See instructions if you need to make changas.)Agent DAVID P. WALSH
Office: 3900 ESSEX LANE, SUITE 640
HOUSTON TX 77027-e """ !he inlOImaIIon In doc:umem """ my aII8dvnonls.. true IInd c:ar 10 !he best or my know!edl/8 """qedlceoch """"""""inlhls'trlwholsiU1o11"lCOI'orcfIl8CICl'andwhoISl'IOtcurron odb Ihls
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TEXAS FRANCHISE TAX PUBLIC INFORMATION REPORT
13195
05-102
(12.o$12S)
a. TCode Do bOtwrile In tIle
c:, Taxpayer IdenI!l1caIiIIn numb..
2006
CcqxnIIon .-. and adct=
LOBAL CAPACITY GROUP, mc.
900 ESSEX LANE, SUITE 640
OUST ON , TX 77027
The following information MUST be provided for the Secretary of State (SDS) by each
corporation or limited Iiabi1fty company that fifes a Texas Corporation F1anch1se Tax'Report.
Use additional sheets for Sections A. S, and C, if necessary. The infolTllation wi/1 be available
for public inspection.
0 X this circle If there are currently no chanaes tD the information preprinted in
Section A of this report. Then, complete Sections B and C.
CorpQl;!!l""" pinclpeJ office
1111111~IIiI~mll1752970073806*
3900 ESSEX LANE. SUITE 540,
Principal place dbusiness
77027HOUSTON. TX Please sign below!OIIicerand d"1BdcrlaIannatI"" i$ ~ed IS cf the dale a PubI'., Inlcrmalion Report
Is The tnrcnn;dIDIIIs upd8!ed annually "" part of III
franchise tax repcrl. 'Iheno Is no RlCpJlJement ol'lllD,,",II.... farsupplementing the InIonmItIcn as aI!"&Cen; and dlntdClS changeIu' ut the
IRECTOR Tsm exp/IiItJon (mm-dd-YfYI')
SECT
3900 ESSEX LANE
NAME
SUITE 640 HOUSTON TX
mL.E
77027
MAILING ADDRESS
NAME IDLE
MAlUNGADDR
1'TIle
mLE
MAlUNG ADDFI
SECTION B. list each corporation or rrnited liability company. if any, in which this reporting corpoJOition or limited riability company owns anInterest of ten percent (10%) or more. Enter the information requested for each corporation or flmited liabflity company.
Name of owned (:iUbsicI'IOIY) =rpOlatlon or nmlled nablUty company SIaIII or IncJ TexasSOS~lIIIIIIbef'Percentagolnlerost
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NONE
Name of owned (...bsIdl")') corpamIIon or Dmlted Dabmty oompany SbdoafincJ TexasSOSfilenamller Percentage 1nI..-estcrgonlzallon
SECTION C. Ust each corporation or limited riability company, if any,1hat owns an Interest often percent (10%) or more in thTs reporting
corporation or Ibnited fability company- Enter tlie infonnation requested for each corporation or limited nabmty company.
Nome of owning ~I) corpcraUoll or Umlled liability c:ampany
~~":'
Texas SOS 111.. numb.. P..~ In'Ierest
NONE
sign
here
SSDOO102.20.08
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. Form 808
. (Revised 01106)
Return in duplicate to:
Secretary of State
, P.O. Box 13697
A'UStm, TX 78711-3697
512 463-5555
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FAX: [phone]
Filln Fee: See InstruetloDJ
r\ffftrlDcoofTeX3S
Early Adoption of the COrporations Section
Business Orga:nhstions Code
By an Existing Domestic Entity
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The 1l8II1C of the domestic CIltity is:
. Global Capacity GroUP. Inc,
: The date offonnationofthe cntityis: 12-12-01
. . ,
The file number issued to 1he entity by the secretary of state is:800036361
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, t&I For-profitCorpondion
. 0 NonptOfit CMporation
Coopcra1Ivo Auooiatian -
Limited Co.mpaay
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Professional Corpomtian
Pro.fessjnn~J Limited Liability Company. .
PJOfosaicma1 A88ooiatian
, 0 I..imik:d Pattnenhip .
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, The domestic entity vohmtarily elects to . adopt and become subject to the Texas Business
o.rvni7.at1ons Code by filing this statement with the secretaIy of state.
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The undersigned signs this document subject to the penalties Imposed by law for tho submission of a -
matBriaIly fBIse or fraudulent msl:run;1em.
Date: '1:2-~J -o-a,
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Pomt 80a
RECEIVED
DEC 1 2 2006
Secretary of State
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DrridP. WaIah.lmidont' S~ and title of au1horlzed penon (see iDslrucli~)
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, :Form 622
, (Revised 01106)
Return in quplicate to:
Secretary of State
. .
O. Box 13697
, AustiD.. 'IX 787.11..3697
512463--5555
. FAX: [phone]
. FiIin: Fee:-see fDslructlODJ
This IJI8co for of5ce U!iC-
Cei1iQ.cate of
Combination Merger
Business Organtzatfons Code
F'lED of the
\1' the ~~:te of T exes
secretary 0
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nS Sectionco1'QOr&u
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PUI8IW1t 10 ah8prar 10 of tho TeD! BuIins Codo. ami tho Utlo sppIiclb1c to oach dozncatic ti1iDg amityi&ntifiod below, tho undersigMd pB11!Ca mbmit WI cczGficata of merpr.
The name, organizational faun, state of incorporatjon or GtgtmizaUOD, Bi1d file IlUDlber, if any. issued .
or the of state for'each orgmization that ia a. party to the merger are ftS fallows: '
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1 Pmty 1 '
G1ob GroUP, Inc.
NalMr:f
, The ~~m~ti is a
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It is Under the 1~ ofTX USA The file number, it any, is 800036361 Star. CwNrp Ta:odeueltuftfSltWjUullIIlw
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ItsprincipalpIaceofbus~sis 730N.PostOak~Snite400 HOU8ton
M4nn 00' Staii
181 The organization will BDrVive the mcrg~. The organization ,will not survive t1,\e merger.
. tJ The plan of merger amends the name of the organiZmOD. Tho new name is set fbri&. ';eI~V(. "
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I ~1!Ity 2
Global Capacity Merger Sub, Ine.
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The ot'8"t';"'.atio js a ~fit COJ:POI8tion , h is orrm7.ed uader the laws of
.\PJC/'6J orp/ZtI/ItRIII1/onn (--S-P-prrt1l TIC USA Thefileuambcr.ifany;is 800719158
Sla~c-Jq 2ba~qf8kMftJ.1IIIIII1w
Its principal place of business is 1021 W. AdamI Street, Suite 103 Chicago
"utlnn 09' SkIM" 0 Tbe orwmhation will survive t'he Uter~. 181 The organization will not sw:Vi.vc the merger. .
The plan of ma-gee amends' the name of t1!c oremi7JItion. The new Il8Ine is set furth below.
lhnts a.t Ammifllf~3
Namo 1If0rpllEDUcm
Th~ Orgmrlzation is a It is organized'Dbdec the lHws of 'Sp;I1if(~~",*...~~I1IIJ
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. Fo~CEIVE(j
DEC 12..2006
Secretary of State
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The file Dumber. if any, is
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Its principal place ofb1JSiness is all' SJmThe or~on will survive the merger. '1;110 OTgI1T';7Jltlon will DOt survive 1&e merger.
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The plan of merger amcmds the name of the organization, The new DBIIle is set forth below,
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By checking the following boxes, each domestic filing entity certifies t11at:
: IZI A signed pIan ofmcrger is ~ file at tho principal plaoo ofbuainess of each 'sui-vivlDg, 'quiring,
or new domes1ic entity or non-codo organi7Slfion fbst is named in this wnn as a party to the merger or
an organization created by the merger.
, 1:8:1 On V!ri.tten reques~ a Copy of the plan of merger will be fbmisbl:cl Without cost by each wrviving.
i1cquiring. or neW dom.estia entity 01' non-code OIgJrni?:Rtion to any owner or mcnibcr of any domestio
that iI; a party to or eteated by tho plan of merger.
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q4filtng~ f.rto~tMncpr. ~etdrezo .AarB.(fB f.r~Jlrv..iderer.w~.illtIt8.lfItICIe~ .
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A. No amendments 1D certificata of fonna1ion of any filing entity that is aparty to tbc margei-.aree:ffected bythemeigcr, "
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, . tEl B" The pIan or mei-get effected ch8ngcs or to the certificate of fofutation' c:if
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The changes or amendments to the filiD3 entitr s certificitc of ibmuifiOn, other than tho name changenoted previansly, are stated bdow.
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SEE BXHIBJf ~ A'ITA~
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The name, jurisdiction of orgJ'nh$ti on, prln9ipal place ofbusin'ess address, end cn1ity description
e8ch entity or other organization to be c.reatcd pursuant to the plm ofme:gor are set forth below. The
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certificate offunnation of each.new domestic-filing cntityto be CRate4 is b~ filed with this
- ccrtificateofm~ger.
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PrlnclJJfll iN t1f1JlMlMn AditIWa.CJh SIGN ZlD
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The pIan of mergCt' has beeD. BpptOved as required by tho laws of the jurisdiction of tbrmation of each
organization that is a party to the merger and by the goveming documents of those mizm~~tiOns
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0 The approval of the' ownezs or memhen of
was not required by th~ provisiO?JB of the Bpc. .
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A IZ/This document becomes effective when tho doomi:1cmt is aooepted and filed by the seoietary of
state.
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This documerit becom~ effecti~ at. a 1ater date; which is Qat more than ninety (90) days fto1n ..
. thedateofsigojng.Thei.ieJaycc1effectivedatcis:" ... " .
C. This doeument takes effect on 'tho of the future event or foct, other than ,tho
passage of time. The 90th day after the &to of aigotng is~
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. The following event or fact W111 Cause the docam.ent to take effect in tho desCribed below:
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Attached hereto is a certificate from the comptroller of pabtic accoonts that aD taxes 11Dder title
2, Tax Code, 'have been paid by the ;DOO-survMng 1ili;ng
In lieu of providing the tax certificate; one or more 'of tho SQrYivi:n& ucquiring or neWly created
organizllticms will b~ liabte ibf, the payment of the n:qWred fumdliso taxC!S.
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The undenigned signs this document subject to the penalties imposed by law for the submission of
, mBtedaIly fu1se Qr fi1mdulent
Date:December tI 2006 GIDBA1 CAPACI'lY GROUP, DC .
MerPlIiIIIIIr Nulls
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GLOBAL C?APA~7I HBRGB1l S1J3 t INC.
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EXHIBIT A
AMENDMENT TO CElUllI'l CATE OJ!' llORMATION
GLOBAL CAP ACITY GROUP~ lNe.
The Certificate of FODDBtion of Global Capacity GroUp, Inc., a Texas corporation (the.
Corporation") shall be. and it hereby is. emended as fuUows:
1. Article ~ of tho Certificate ofFOImation oftbo Corporation sba11 bel, imd it hM'eby
. is, revisecf to read as fallows:
"ARTICLE 2
Tho stmet address of tho regisD"ed offi~ of tho Corporation is 1614 Sidney &kcr Street,
Ke.uviIle. Texas 78028 and the name of the regjstered agent of tho CoJporation is NatiOnal
.Registered Ac,~ts, Inc.'"2. Article 11 of the Certificato of Formation of the CoIpoxation shall be, and it
, hcreOY is, revised to read as fu1lows:
"'ARTICLE 11
No director of the Corporation sha11 be Hable to the Corporation or ita sh8reho14era for;
monetary eJamsges for an act" or omisSion in cfirector'.s capecit.y as a director, except 88
providOO by 1aw m.D1udmg but not limited tu, 'the proVisions' of Section 7.001 of tho Texas
, '
J3.psiness OrganizatiODS Code.3. Article 12 of the Certificate of FoJ:,m.ation of tho CoIporation shaJl be, and it ,
hereby is, revised to read as follows: '
"ARTICLE 12
A. Tho' corporation sba11 indemnifY its direotors ana its fbrmer directorB and
CoIporation shall iIWwmify its officers an4 its fuImcr officers against any losses, damages, ,
, c1aims or liabilities to which they may become subject or which they may incur as a result
" being or having been an officer onmector, snd shall advance to 'them funds for ClpCDScs
. ' :
incurred in CODIleCtion therawitb. to t1m maximmn extent pmmittet1 by 1aw including, but not
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limitecf to"tbe provisions of Chapter 8 of tho. TeJtas Business Olganizations Code. The
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Corporation may indemnify other empJoye~ agents or pcmons against my losses, damages,
claiins or liabilities to w1rlch they, may become subject or which they Inay incur as a result
, having been an employee or agent or ~YiDg 'acted fur the Coxporation and may advance to them
. or 'reimb'Dr8o them for expenses incmred in connection theIeWith to tho maihmm eottent
,permitted by mw, includiDg but not Hmite4,toJ tbe provisio~ of Chapter 8 of th~ Teus Business
Organizations Code.
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B. The Corporation sha11 have the power to pDIChase and main1ain 1nsuranoe on
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behalf of any person who is or was & director, offi~, emp1oyee or agent of 1he CoIporation, or is
, or was serving at 1316. reqUest of ~e Corporanon as a director, officer, employee or agmt ofanother corporation,
p~,
joint v~ sole proprietamhip~ 1ros'7 otb.~ mtttprlsc or
, employee benefit Pian. againSt any Jiability asserted against him in my SQch capacity or arising
out of his status as suCh a person, whether or not the'COIpOIation waald have tho power to
indemnify him agaiDst any web. Hability. under tne provisions of the Texas Business
" Organizations Codo.
C. Without limiting the power of the CoIpOl'8tion to p1'OCUIC or main~in any kind of
i11Bl11'SI1CC or other lIII'BDgement, the Corporation may, for the benefit of persons bvll'!mnHied by
the Coiporation (1) crea~ II. 1mst ftmd, (2) establish any form of 8C~insarancc, (3) secore its
indmnni1;y obligation by grant of a security.interest or othCl'lien on the assets of the Co1poration,
or (4) estabUsh a.lclter of guaranty ~ surety mangement. "
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Office of the Secretary of State
Corporations Section
O. Box 13697
Austin, Texas 78711-3697
FI1.EDIn tf1t Office of the
Secretary of State of Texas
FEe 1 9 2003
Corporations Section
CHANGE OF REGISTERED AGENT/REGISTERED OFFICE
The name of the entity is GLOBAL CAPACITY GROUP, INC.
and the file number issued to the entity by the secretary of state is 800036361
The entity is: (Check one.
business corporation which has authorized the changes iDdicat~d belowthrough its board of directors or by an officer of the corporation soauthorized by its board of directors, as provided by the Texas BusinessCorporation Act.
non-profit corporation, which has authorized the changes indicated below
through its board of directors or by an officer of the corporation so
authorized by its board of directors, or through its members in whommanagement of the corporation is vested pursuant to article 2.14~ as
provided by the Texas Non-Profit Corporation Act.
a limited liabUiJy company, which:. has authorized the ebanges indieated
below through its members or managers - provided by the Texas Umlted
Liability Company Act.
limited partnership, which has authorized the changes indicated below
through its partners, as provided by the Texas Revised Limited Partnership
Act.
an ollt-of-stIlte fmandaJ institution, which bas authorized the changesindicated below in the manner provided under the laws governing its
formation.
The registered office address as PRESENTLY shown in the records of the Texas
secretary of state is 4014 DUMB ART ON STREET, HOUSTON, TEXAS 77025
(!J A. The address of the NEW registered office is: (please provide street address, city,state and zip code. The address must be in Texas.
PHOENIX TOWER. 3200 SOUTHWEST FREEWAY. SUITE 3300, HOUSTON. TExAs 77027OR 0 B. The registered office address wiD not change.S. The name of the registered agent as PRESENTLY shown hi the records of the Texas
secretary of state is
6. 0 A. The name of the NEW registered agent is
OR !a B. The registered agent Will not change.
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Following the changes shown above, the address of the registered office and the address
of the office of the registered agent will continue to be identical, as required by law.
(A penon authorized to s
on behalf of the entity)
INSTRUCTIONS
It is recommended that you call [phone] to verify the Information in items 3 and 5as it currently appears on the records of the secretary of state before submitting thestatement for fiDng. You also may e-mail an inquiry to coroinfo(ii)sos.stam-t:x.us.information on out-of-state financial institutions is maintained on a separate database, a
financial Institution must call [phone] to verify registered agent and registeredoffice information. If the information on the form is inconsistent with the records Gf thisGffice, the statement will be returned.
You are required by law to provide a street address in item 4 unless the registered officeis located in a city with a population of 5 000 or less. The purpose of this requirement isto provide the public with notice of a physicallocatioD at which process may be senred
on the registered agent. A statement submitted with a post office box address or a lockbox address will not be fUed.
An authorized officer of tile corporation or financial Institution must sign the statement.
In the case of a limited liability company, an authorized member or manager of a limitedliability company must sign the statement. A general partner must sign the statement
behaJf of a Dmited parfDershfp. A person commits an offense under the Texas Bosiness
Corporation Act. the Texas Non-Profit Corporation Act or the Texas Limited Liability
ComoaDv Act if the penon sil!Jls a document the person knows b false in an v materialrespect with the intent that the document be delivered to the secretary of state for filine.The offense is a Class A misdemeanor.
Please attach the appropriate fee:Business Corporation $15.
Financial Institution, other than Credit Unions 515.
Financial Institution that is a Credit UoiOD $ 5.Non-Profit Corporation S 5.Limited Liability Company 510.Limited Partnership 550.
Personal checks and MasterCardl3), VisaQS), and Discove~ are accepted In payment ofthe filing fee. Checks or money orders must be payable through a U.s.
bank: or otherfmancial institution and made payable to the secretary of state. Fees paid by credit card
are subject to a statutorily authorized processing cost of 2.1 % of the total fees.
Two copies of the form aloDg with the filing fee should be mailed to the address shownin the heading of this form. The delivery address is: Secretary of State, StatutoryFilings Divisioll, Corporations Section, James Earl Rudder Office Building, 1019 Brazos,Austin, Texas 78701. We will place one document on record and return a me stampedcopy, if a duplicate copy is provided for such purpose. The telephone number is [phone], TDD: [phone], FAX: [phone].
Form No. 401
Revised 9/99
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TEXAS FRANCHISE TAX
PUBLIC INFORMATION REPORT
MUST be filed with i'Our Corporalion Franchise Tall: Report
Ccrpotalicn oaIN! and address
3333
Do nol wr~p In !he
Ta'P3~""ic:enlifcaIP:ln numbel
~4~ 162
17529700738
d. R&pon year2003
GLOBAL CAPACITY GROUP, INC.
4014 DUMBARTON STHOUSTON TX 77025
e. PlR/lND - 0 1 2 3 4
Secrelary c: S:ale Ii'.. number or. if I'IOne.Co traDer unchar1ered number
lIem It on Franc:hlse
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Ta"RepOlt
!arm. Page 1 080003636
The following informalion MUST be provided for the Secrelary of Stale (S.) by each corporation or bmrled f.ability
company fhal files a Texas Corporalion Franchise Tax Report. The information will be available for public inspection.
SECTION A" MUST BE COMPLETE AND ACCURATE.
If preprinted Information is not colTect. please type or prinllhe COTTed information.
Checlt here if there are curren!! 0 the information Dreerinted in Seclions A. B and C of this recort.
CarpolilllOn s pnnclpal office
4014 DUMBARTON ST HOUSTON
Please sign below!
HOUSTON
TX 77025
PrincIpal place at business
4014 DUMBARTON ST
SECTION A. Name. tide and maiR
NAME
DAVID P. WALSH
MAILING ADDRESS
4014 DUMBARTON ST
NAME
MAILING ADDRESS
NAME
MAILING ADDRESS
NAME
MAILING ADDRESS
NAME
MAiUNG ADDRESS
Social S~curity No. (Optional)
Expiration dilte (lM1-dd'yyyyl
Social Security No. (Optional)
Expiration date (mm-dcl.yyyyl
Social Security No, (Optional)
Expiration date (mlTHld-yyyy)
Social Security No. (Optional)
Expiration date (mm-dcf,VYYYI
Social Security No, (Optional)
Expiration date (mm-dd-yyyyl
SECTION B. list each corporation or limited liabIDIy company. if any. in which ahis reporting corporation or Umited rlSbility company owns
an in ares rcen 1 tio esled rer sact! , Use additional shea if necessa .
Name or a.woed (subskflOlry) cooperation Slalll or int;orporation r""3$ S.S. file number Percentage Interest
NONE
Name at owned (SUbsIdiary) corporation SIBle of ir.:arporatlon Texou S.$. file IWlJlber Pell:enlaga Inlerv51
SECTION C. Us!. each corporation or imilecf iabiity COIIIpany. a any, lllal an interest 01 ten percent (10%1 or more In Ibis reponjrlg corporation orlUnlled
IT1I9 . S Bellar each n' roablTi cern deliName 01 ownIng (parent) CO!pQfIIIkm Stale 01 iAalrpora!ion T- S.S. file number Percentage lnIeresi
NONE
Registered 8Qent and teglStered offlQl cunen~ on file. (Changes mil$! be filed 5epala!e!y with Ihe Secre1aly of S\ale.
Agenl: DAVID P. WALSH
OIt1ce: 4014 DUMBARTON ST CheckhereifyouneedtorrnsHOUSTON TX 77 02 5 10 cha lhis inlonnalion.
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Form 201
(revised 6/01)
This space reserved for office use,
Return in Duplicate to:
SecretaJy of State
O, Box 13697
Austin, TX 78711-3697
FAJ(: 512/463-5709
Filing Fee: $300
Articles of Incorporation
Pursuant to Article 3.
Texas Business
Corporation Act
FILEDIn the Office of the
Secretary of State of Texa
DEe 12 2DO1
Corporations Section
\rfirk 1 Cc)rpor:llt' :\:IIUl'
The name of the corporation is as set forth below:
Global Capacity Group, Inc.
The name must contain the word "corporation.
" "
company,
" "
incorpomtcd " or an abbrcviationofonc ofthesc terms. The name must nobe the same as, dccepti vely similar to or similar to that of an existing corporate, limited liability company, or limited partnership name 0file with the BCeXCtary of !itatc. A preliminaJy check for "name availability" is recommended. '
The initial re . ered a ent is a coOR
B. The initial registered agent is an individual resident of the state whose name is set forth below:FIl'St Name MJ. Last Name SuffixDavid P. Walsh Mr.
C. The business address of the Ii
Street Address
4014 Dumbarton Street
The number of directors constituting the initial board of directors and the names and addresses of the
person or persons who are to serve as directors until the f1J"St annual meeting of shareholden; or until
their successors are elected and ualifled are set forth below:Director!: FlJ'StName M.L Last NameDavid P. Walsh
Suffix
Mr.
Street Address aty State Zjp Code
4014 Dumbarton Street Houston 77025
Director 2: Fust Name M.l Last Name Suffix
Sm:ct Address City State Zip Code
Director 3: First Name Last Name Suffix
Street Address aty State Zip Code
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\rticle 4 - Authorized Shan.'s
0 A The total number of shares the corporation is authorized to issue is
and the par value of each of the authorized shares is $
OR (You must select aDd completeeither option A or option B, do not select both.)
B. The total number of shares the corporation is authorized to issue is 1. 000and the shares shall have no par value.
If the shares are 10 be divided into classes, you must set forth the designation of ed1 class, the number of shares of eachems, the par value (or statement of no par value)~ and the preferences, limitations, and relative rights of each class in the
space proWled for supplemental infmmation on this form.
T ex! Area
(The attached addendum are incorporated herein by ref'erence.)
I Jll"ol'pora 101'
The name and address of the incorporator is set forth below.
Name:
Gary C. Johnson. Attorney at LawStreet Address City
8223 Willow Place South Houston
State Zip Code
77070-5623
This document will become effective when the document is filed by the secretary of state.
This document will become effective at a later date, which is not more than ninety (90) days from
the date of its fLling by the secretary of state. The delayed effective date is
Gary C. Johnson
Signature of incorporator
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IJ5-1O2
(Rev 7.0312..')
a.TCode . 13196
TEXAS FRANCHISE TAX
PUBLIC INFORMATION REPORT
MUST be f~ed to satisfy franchiSe tax lequirsments
3333 214128372279nn 1101 writ. m III,
.~ -..
c T_oa..,Ulc8lionnumbef d FIcportymr
17529700738 2004
CcBpomi.)n name 8110 aaa.essLOBAL CAPACITY GROUP, INC.
611 GREENBRIAR, SUITE 2
aUSTON, TX 77098
. PIR IItlD . EJI.2:J.
Blacken this circle completely if there am currently no chanaes to the informallon pr~printed InSectIon A of this report. Then, complete Sections 8 and C.
CotpoRIIon. prfnd~ office
') 611 GREENBRIAR DRIVE. SUITE 2. HOUSTON. TX
~..r SI8\a me
""-
or, II ncne.
Compl:Ol!tf null'O8t
IlerftkOft F....-
g. .
T...~1cm1.p"g.1 0800036361
Please sign below!Ollle....,nd
d_lnIorft'l8tQn i8 .. oil"" da!e
. I'IIbk In"'lTh8IIon FIepor\ .. cornpleted Thein~.. ~.......:Jy os pert 01 11\8
Ir_~ Zc '8DOrt. T- is no ,""uhemon! or
r.".supp_dng -lnfotmaUon
lIS oibr. ..., dIre:Icts CII8ngo IhItlUltJOUt I/Ie
If preprinted information is not COITecI. please type or print the correc;llnformation.
The foUowing information MUST be provided for thlt Secretary of State (5,) by each corporation
fimited liability company that files It T eJCss Corporation Franchis~ Tax Report. U$e adrJitionai sheets (or
Sections A. 8, and if necessary. The irlformation will be available tor publ"lC inspectJon.
77098
Prlnc:lpeJ place 01 bu9-
SAME
SECTION A. Name title and maifin address of each officer and director.NAME 11TlE
PRES SECT
SUITE 2 77098
Term e.cpIlIIIion ttm-dlJ.JY)'Y)
MAIIJNG NJ
NAME 1TTlE
NJDAESS
NAME TIlLE
MAIUNG ADD
tW.IE 1TTlE
MAIlING ADDR!:
SECTION B. Ust each corporation or Umited liablfrty company, if any. In v.tUch this reporting corporation or imiled Rabll"dy company owns anmerest of ten percent (10%) or more. Enter the information requested for each corporation or limited nablfrty company.
Neme 01 corpalllllon 5181901 T_SOs.fil.-PeRenb1g8 "1_1A_"Ib.
NONE
N.... of awn8l1 (S1.IbskIIaryIl:OIpCIraIlon SIIIleol T_SOs.tllen-Peotoenlage In:-rncorpore80n
SECTION C. UsI each corporation or fimited fiabirLty company, if any. that owns an interest of ten percent (10%) or more in thIS reporting cor-pcxation or limited fiabirrty compar1Y. Enter the information requested for each corporation or 6miteclliabllily company.Horne"'awn1"11(pan1n~"""""latIon 1-s.Os.t:enurnb8r """,,,,"tageln-
NONE
CCH
EXHIBIT 2 - CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS
tate of Idah
CERTIFICATE OF AUTHORITY
GLOBAL CAPACITY GROUP, INC.
File Number C 173852
, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an
Application for Certificate of Authority, duly executed pursuant to the provisions of the
Idaho Business Corporation Act, has been received in this office and is found to
conform to law.
ACCORDINGLY and by virtue of the authority vested in me by law, I issue this
Certificate of Authority to transact business in this State and attach hereto a duplicate of
the application for such certificate.
Dated: June 29, 2007
EXHIBIT 3 - FINANCIAL INFORMATION
FILED AS CONFIDENTIAL AND PROPRIETARY
EXHIBIT 4 - SERVICE AREA MAP
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.(J7/'23197 , 16: '5'208 334 3762 IDAHO PUC I4J 002/002
LEGEND
III
Existing GTE Service Area
Existing U 5 West North Service Area
Existing U 5 West South Service Area
State of Minnesota
County of Hennepin
Darin P. McAreavey, being first duly sworn, deposes and says that
he/she is the CFO & Treasurer of Global Capacity Group, Inc., the
Applicant in the proceeding entitled above, that he/she has read
the foregoing application and knows the contents thereof; that the
same are true of his/her knowledge, except as to matters which aretherein stated on information or belief, and to those matters he
believes them to be true.
Darin P. McAreavey
CFO & Treasurer
Subscribed and sworn
2007.
i?fi-u 2-No ary Public
to before this
)./
.)1
day of Jv JI1-""C.
My Commission expires:/js I /201D
CYNTHIA l. HUBERTY
NOTARY PUBLIC-MINNESOTA
My Commission Expires Jan. 31
2010
ID CLEC App