20040702Application.pdf

2 CHARlESGATE WEST
BOSTON, MA 02215
617 -~~69- 1000
W\J\f\JIJ.tn c ii. com
+TNCI
June 30, 2004
VIA OVERNIGHT DELIVERY
Ms. Jean Jewel
Commission Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, ill 83702-5983
[phone] 71 AI-I- (J If' 0
Re:Trans National Communications International, Inc.
Dear Ms. Jewel:
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Enclosed please find for the consideration of the Public Utilities Commission an
original and three copies of Trans National Communications International, Inc' s
Statement of Business Operations for a Certificate of Public Convenience and Necessity
to Provide Resale Facilities-based UNE-Service and Local Exchange
Telecommunications Service within all local exchanges served by Qwest
Communications in the state of Idaho. Please note that the company is currently
authorized to provide Interexchange Service in the state of Idaho.
I have enclosed an extra copy of this letter to be date stamped and returned to ll1e
in the enclosed, self-addressed, postage prepaid envelope.
If you have any questions or if I may provide you with any additional
information, please do not hesitate to contact me.
Respectfully submitted~~I
Erick Robinson
Regulatory Specialist
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ST A TE OF IDAHO
BEFORE THE IDAHO PUBLIC UTILITIES COMMISION
*****
In the matter of the application of
Trans National Communications International, Inc. )
For a license to provide resale facilities-based
UNE-P service and basic local exchange service
throughout the state of Idaho in the zone and
exchange areas served by Qwest Communications
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APPLICA TION OF
TRANS NATIONAL COMMUNICATIONS INTERNA TIONAL~ INC.
Trans National Communications International, Inc. ("Trans National" or "TNCI"
or "Applicant"), hereby applies to the Idaho Public Utilities Commission ("Commission
or "IPUC") for a license to provide resale facilities-based UNE-P service and basic local
exchange service throughout the state of Idaho in the zone and exchange areas in which
Qwest Communications is the incumbent local exchange carrier ("incumbent carrier
Trans National proposes to provide these services as a reseller, as well as provide non-
licensed and unregulated telecommunications services on a competitive basis.
Trans National's application seeking entry into the Idaho telecommunications
market is in the public interest because it will provide Idaho consumers with an enhanced
range of telecommunication services, will increase customer choice, will encourage
carriers to provide more efficient service at lower prices, will provide users with greater
reliability, and will create competitive pressure on carriers to provide more responsive
customer service. Trans National respectfully submits that its entry will bolster
competition for the provision of local telecommunications services, which is essential to
the state s continued economic health and well being.
Approval of this application will further the purposes of the Federal
Telecommunications Act of 1996 ("Federal Act"). Therefore, Applicant respectfully
requests that the Commission grant it a license to provide the local exchange
telecommunications services described herein. In support thereof, Trans National
provides the following information:
NAME AND BUSINESS OF APPLICANT
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Applicant's address is:
Trans National Communications International, Inc.
2 Charles gate West
Boston, Ma 02215
[phone]
Correspondence concerning this application should be directed to Trans
National's regulatory specialist:
Mr. Erick Robinson
2 Charlesgate West
Boston, Ma 02215
Telephone: [phone]Fax: [phone]
II.TRANS NATIONAL FULLY MEETS THE REQUIREMENTS FOR A
LICENSE TO PROVIDE LOCAL EXCHANGE SERVICE.
After notice and hearing, the Commission shall approve an Application for
license if it finds that (a) the applicant possesses sufficient technical, financial
and managerial resources and abilities to provide local exchange service to all
residential and commercial customers within the geographic area of the license
(b) the applicant intends to provide service within one year from the date the
license is granted, and (c) grant of a license to the applicant would not be contrary
to the public interest. As explained in further detail below, Trans National fully
meets the requirements.
Trans National's provision of local exchange services, including rates to be
charged to Trans National's customers, will be dependent upon the negotiation of
interconnection agreements with the incumbent carriers. Upon issuance of a
license, and the competition of negotiation with the incumbent carriers, Trans
National will promptly file a tariff that complies with all omission rules and
regulations and lists the rates, terms and conditions of service.
Description or identification of geographic area for which the license
is sought.
Trans National proposes to offer local exchange service within all local zone
and exchange service areas presently served by Qwest Communications, Inc in
the state of Idaho.
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Trans National will service the exchanges as mapped and described by Qwest
Communications, Inc. The local calling area for Trans National's customers will be the
same as the Incumbent Carrier s existing exchange boundaries. This means that Trans
National's customers will have the same local calling area as if they remained customers
of the Incumbent Carrier.
Trans National intends to mirror the map and legal description sections of the
tariffs filed by the incumbent carriers for the exchanges it proposes to serves. Trans
National understands that Trans National will automatically mirror any future
modifications to these exchange boundaries or legal description of these boundaries on a
going forward basis. If not mirrored, new detailed maps and legal descriptions , on an
individual exchange basis will be filed with the Commission for approval.
B. Description of the Applicant's general financial, technical and managerial
resources.
Background Corporate Information.
Trans National is a Delaware corporation and is authorized to transact
business in the State of Idaho as a foreign corporation. A copy of Trans National'
Articles of Incorporation and Certificate of Authority are attached as exhibits.
Trans National was incorporated August 1 , 1995. Current business and network
plans call for market entry viaresold LEC and IXC facilities. Trans National is
currently authorized to and is providing resold interexchange service in the
contiguous 48 states and Hawaii. The company has authority to provide local
exchange service in 18 states, and is in the process of obtaining authority in
additional states.
The officers and directors of Trans National are as follows:
Brian Twomey
William B. Weidlein
Steven B. Belkin
Monte Jaffe
Pamela Hesse
Marcy Raskind
Joan W. Belkin
President
Treasurer & Director
Chairman & Director
CFO
Controller
Secretary
Director
All Officers and Directors may be contacted at the corporate headquarters
address.
Financial Qualifications.
Applicant is financially qualified to possess a license to provide local
exchange service. In particular, Applicant has access to the financing and capital
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necessary to conduct its telecommunications operations as specified in this
Application. Trans National's financial strength and ability to offer the above
service is demonstrated in Trans National's unaudited Financial Statements for
years ended December 31 2003 and 2002 respectively, which are attached as an
exhibit. As Trans National is a private corporation , its financial qualifications are
considered confidential.
Managerial Qualifications.
Trans National possess the managerial qualifications to provide its proposed
local exchange telecommunications services. The senior management of Trans
National has extensive experience in telecommunications service provision, and
its highly qualified technical staff will ensure that Trans national's operations will
meet the most demanding standard for service quality and reliability.
Technical Qualifications.
Applicant is technically qualified to provide the proposed local exchange
services in the state of Idaho. As mentioned above, the members of Trans
National's management team have extensive management and
telecommunications experience. Since Trans National will be providing local
exchange service initially through resale only, Trans National will also rely upon
the managerial and technical expertise of the incumbent local exchange carriers
that have been certified and deemed technically and managerially able to provide
local exchange service by the Commission.
Trans National is currently authorized to and is providing resold
interexchange service in the contiguous 48 states and Hawaii. The company has
authority to provide local exchange service in 18 states and is in the process of
obtaining authority in 13 additional states. Applicant has not been denied
authority for any of the services for which it seeks authority in this Application.
As the forgoing illustrates, Trans National possesses considerable
telecommunications expertise and is well qualified to provide local exchange
service in Idaho.C. Description of Applicant's technical, financial and managerial
resources and abilities to provide local exchange service to all
residential and commercial customers within the geographical area of
the license.
The Applicant has demonstrated in section B , above, that is possesses the
requisite technical, financial and managerial resources and abilities to provide all
forms of resold local exchange telecommunications services.
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Trans National seeks a license to provide resale facilities-based UNE-
service and local exchange telecommunications services in the zone and exchange
areas throughout the state of Idaho in which Qwest Communications, Inc is the
incumbent local exchange carrier.
Trans National intends to provide all forms of resold local exchange services
to business and residential customers in Idaho. These services include two-way local
lines/trunks, Centrex , ISDN and DSL services. Trans National also proposes to
provide associated local calling (usage) for these access lines, including message rate
service for business customers and the required calling options for residential
customers. It will offer, also on a resold basis, operator assistance services, lifeline
hearing impaired services, directory assistance and directories free 900 prefix call
blacking and switched access services. It will also offer intraLA T A and interLA T A
toll services on 1 + and 0+ basis.
Additionally, Trans National will implement the procedures necessary to
prevent deceptive and unfair marketing practice, and will comply with applicable
Commission service and billing standards. Trans National will comply with the
applicable intraLA T A access requirements of incumbent local exchange telephone
companies, and with all other applicable Commission rules, regulations and
standards.
As stated herein, Trans National's prices will depend significantly upon its
costs, including, in particular, its costs of completing calls through the incumbent
carriers ' existing networks , which will not be identified until after the conclusion of
interconnection negotiations with the incumbent local exchange carriers.
D. Demonstration of Applicant's intent to provide service within six
months from the date the license is granted.
Trans National intends to offer service within six months of the date a
license is granted by the commission. Prior to the provision of service, in Idaho
several important developments must occur. Among these developments are, the
issuance of a license by the Idaho Public Utilities Commission; successful
negotiation of interconnection agreements with the incumbent carrier; and, the
completion and filing of a final tariff with the Commission for Trans National's
regulated local exchange services. Each of these activities may be subject to delay
and difficulties beyond the control of Trans National.
E. Discussion of the impact on the public interest.
Both the Idaho Public Utilities Commission and the United States
Congress have determined that it is in the public interest to promote competition
in the provision of telecommunication services. As discussed above, the Federal
Act was designed to promote increased competition in the telecommunications
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market. Moreover, the Commission has already determined that the grant of
applications for competing licenses to provide local exchange services is in the
public interest. The recent experience with the introduction of competition to
other telecommunications markets, such as long distance, competitive access, and
customer premises equipment, has led to public interest benefits in those markets.
Prior to the enactment of the Federal Act, the Federal Communications
Commission ("FCC") had found ample evidence that competitive provision of
interstate services (both interexchange and access) furthers the public interest.
Trans National's proposed services will provide multiple public benefits
by increasing the efficiency of incumbent carriers by providing users of
telecommunications services with greater reliability, and by increasing the
competitive choices available to users in the state. Enhanced competition in
telecommunications services likely will further stimulate economic development
in Utah. In addition, increased competition will create incentives for lower prices
more innovative services, and more responsive customer service.
Furthermore, the grant of a license will not adversely affect the incumbent
carriers' service. As has been the case with other competitive initiatives in Idaho
a grant of the instant authority will have minimal impact on the incumbent. In
fact, incumbent providers have benefited from market incentives to improve the
efficiency of their operations, and from increased usage of their services due to
expansion of the total market spurred by competition and lower prices.
Local exchange services competition also will stimulate the demand for
the services supplied by all local service carriers, including those of the
incumbent carrier. The incumbent provider will have market incentives to
improve the efficiency of its operations, and it will benefit from the increased use
of its services, due to the expansion of the total market and by their competitively
driven prices.
Furthermore as demonstrated above, the grant of this license will provide
significant benefits to consumers in terms of carrier choice, price, increased
reliability, responsiveness and the introduction of new services. Additionally, as
competition has driven telecommunications prices downward, businesses have
seen reductions in their operating costs and increases in their sales, which have
contributed to the viability of the economy and employment levels.
F. Compliance with Commission Rules.
Applicant agrees to comply with the applicable provisions and all rules,
regulations, and laws applicable to it, unless it has requested and received a
waiver from the Commission. To the extent economically and technically
feasible, Applicant is willing and able to provide service to all customers in the
same service classification in its designated geographical service areas in
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accordance with its tariff offerings. In accordance with the Commission s specific
rules for local exchange telephone competition, Applicant will have procedures in
place to prevent deceptive and unfair marketing practices and will comply with
applicable service and billing standards and rules. It will also comply with
applicable intraLA T A access requirements to the extent the incumbent LEC is
required to do so.
CONCLUSION
Trans National Communications International, Inc. has demonstrated that
is possesses sufficient technical , financial and managerial resources and abilities
to provide local exchange service in the areas requested. Trans National has also
demonstrated that its exercise of this authority will not adversely affect local
exchange prices or network design and that it would not be contrary to the public
interest.
WHEREFORE, Trans National Communications International, Inc.
respectfully requests that the Commission enter an order which:
(1)Grants Trans National Communications International, Inc.
a license to provide resale Facilities-based UNE-P service
and local exchange service throughout the state of Idaho in
the zone and exchange areas in which Qwest
Communications, Inc. is the incumbent local exchange
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(2)Grants such additional or further relief as may be necessary
or appropriate.
By:
Erick Robinson
2 Charles gate West
Boston, Ma 02215
Telephone: [phone]Fax: [phone]
Dated: June 30, 2004
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LIST OF EXHIBITS
EXHIBIT 1 - ARTICLES OF INCORPORATION
EXHIBIT 2 - AUTHORIZATION FROM SECRETARY OF STATE
EXHIBIT 3 - TRANS NATIONAL'S CONTACT LIST
EXHIBIT 4 - SHAREHOLDER INFORMATION
EXHIBIT 5 - FINANCIAL INFORMATION
EXHIBIT 6 - ESCROW ACCOUNT OR SECURITY BOND
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EXHIBIT 1
ARTICLES OF INCORPORATION
See Attached
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Tl1.e :first State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COpy OF THE CERTIFICATE OF INCORPORATION OF "TRANS NATIONAL
COMMUNICATIONS INTERNATIONAL INC. II FILED IN THIS OFFICE ON THE
FIRST DAY OF AUGUST, A.D. 1995 , AT 12:30 O'CLOCK P.
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Harriet Smi,:r. Vvindsor, Sect"E:tary of State
2529585 8100 AUTHENTICATION: 2847791
030843570 DATE: 1- 0 5 - 0 4
STATE OF DELAWARE
SECRETARY OF STATE
01 VISION OF CORPORA TI ONS
FILED 12:30 PM 08/01/1995
950172965 - 2529585
CERTIFICATE OF INCORPORATION
TRANS NA110NAL COMMUNICATIONS INTERNATIONAL, INC.
The und~slgned, a natural persont for the purpose of organizing a corporation for
conducting the business and promoting the purposes hereinafter stated; under the provisions and
~ubject to th~ requirements of the taws of the State of Delaware (particularly Chapter I, Title 8
of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known.
identifLcd and reCctted to a~ the "G~neral Corporation Law of the. State of Delaware ), hereby
certifies that:
FIRST: The n~une of the corporalion (hereinafter called the "Corporation ) is
TRANS NATIONAl.. COMMUNICATIONS INTERNATIONAL, INC.
SECOND: The address, including Slrcct number, city t and county, of the r~gistered
office of thc Corpot'ation in the State of D~La.wan: is 1209 Orange Strut, Corporation Trust
Center, City ofWi1mington , County of New Castle; and the name of the registered agent of the
Carper-adun in the State of Delaware is The Corporation Trust Company.
THIRD: The nature of the busioe.!)s to b~ conducted Mid the purposes of the Corporation
ate:
To purchase or olhetwise iC4uire, invest in. own ~ lea.t)e) mortgage, pledge, selL
assign and transfer or otherwise dispose of; ttad~ and deal in and with reat property and personal
property of every kind I class and d~sctiption (including, without limitation. goods, wares and
merchandise of every kind , class and description), to manufacture goods. wares and mercha.ndise
of every kind , class and description, both on it~ own account aod for others;
To make and perform agreements and contracts of every kind and description; and
Ocncra.l1y to engag~ in any lawful act or activity or carryon any business for which
corporations may be organized under the Delaware General Corpt.1ration Law or any successor
~talUl~.
~O'd SI0'ON 8~:~1 S6, 10 901J TVZZZVSl1g: Lt:t NI()3l 21NI~
MINTZ t LEVIN
FOURTH:
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ID :6175422241
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The total number of shares of capital stock which the Corporation shan
have authority to issue is 10,000 shares of Common Stock with $.01 parvalue.
Non"Complying Transfers Prohibited. No shares of common stock(It hares ) owned by any person or entity (a "Stockholder ) may be sold
assigned. pledged. hypothecated, encumbered, gifted, devised or otherwisetransferred to any person or entity, \fo1untarily, or by operation of law
court order, foteCJosufe, marital property division or otherwise except in
accordance with the terms and conditions hereinafter set forth.
Rights of First RefusaJ on Voluntary Transfers.
Any Stockho)der who intends to seU, assign. transfer or otherwise
voluntarily djspose 'of aU or part of any Sharcs (the "Selling
Stockholder ), shall give wriU~n notice of such jntcnLion to Steven B.
Bel1dn, his successors and assigns (tbe "Founding Stockholder ) and the
Corporation. which notice shall include the name of the proposed
transferee. the proposed purchase price per Share~ the terms of pa YJncntof such purchase price and all other matters relating to such sale and shaH
be accompanied by a copy of the binding written agreement of the
proposed transferee to purchase the Shares of the SelHng Stockholder.
Such notice shall constitute a binding offer by the Se11ing StOtkhold~r to
sell to the Founding Stockholder and the Corporation, or their assignees,
such number of Shares then held by the Selling StockhoJder as are
proposed 10 be sold in the notice at the monetary price per Share
designated in such notice, payable as provided in Section 4.2.4 hereof.
Within thirty days after receipt of written notice from the Se1ling
Stockho1der) the Founding Stockholder shall give written notice to the
Selling Stockholder as to whether such offer has been accepted by the
Founding Stock.ho1der. The Founding Stockholder may only accept such
offer in whole and may not accept such offer in part. Such acceptance
notice shall fix a timet location and date for the closing on such purchase
(lfClosini Date") which shan not be less than seven nor mor~ than
forty-five days after the giving of the acceptance notice. The place for
such closing shan be at the principal office of the Corporation or such
other location agreed to by the parties. At such c1osing, the Selling
Stockholder shall accept payment as set forth in Section 4.2.4 and shall
deli vcr to the Founding Stockholder in exchange therefor certificates for
the number of Shares stated in the notice accompanied by duly executed
instruments of transfer.
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MINTZ ,LEVIN ID:6175LJ222l11 RUG 01'12 :34 No. 009 P .
If the Founding Stockbolder sball fail to accept the off~r within the
, thirty-day period~ then tb~ Corporation shall have fifteen days from the
expiration of such not;cc period within which to accept in whole, but not
in part, the offer of the Selling StoCkho1d~rt by giving to him written
nouce as set forth above of tl1eir jntcnt to purcl1asc an, but not Jess than
all, of the Shares proposed to be BOld as provided in the notice 10 the
Founding Stockholder and the Corporation at. the monetary price per Share
de.t;ignated in such notice, payable as provided in Section 4.4 hereof.
The place for such c)osing sball be at the principal office of the
Corporation or such other location agreed to by tbc parties. At the
closing of such purchase and sa1e, the Selling Stockholder shalt accept
payment as set forth in Section 4.2.4 and shan d~lt-ver to the COJporation
jn exchange therefor certificates for the number of Shares stated in the
notice accompanied by duly c"ecuted instnlments of transfer.
If the Founding Stockholder and the Corporation t)hall fail to accept any
~ucb off~r, then (he Selling Stockholder shall free to ~ll all, but not
less than aU, of the Shares set forth in his notice to th~ designated '
transferee at a price and on tenns no less favorabl~ to the Selling
Stockholder than described iJ\ the Selling Stockholder" s notice, provided
that such sate is consummated within six months aft~r the g",ing of notice
by the Selling Stockholder to the, Founding Stockholder and the
Corporation as aforesaid, but the transferee (and all iubseqm:nt
tIanfifcrees) shan thereafter only be ptmI11Ued to scl1 or transfer Shares in
accordance with the terms hereof. After the ~xpirntion of such six-month
period the provisions of this Sectjon 4.2 ~hall again apply with respect to
any proposed transfer of the SeUing Stockho1dcr s Shares.
2.4 Th~ purchase price of any Shares to. be acquired pursuant to this
Section 4.shall be payable on the terms offcml to the Se11ing
StockhoJder by the proposed tmnsferee (provided. lwwever, that the
Founding Stockholder and the CO1'pOnstion shan not be required to meet
any non-monetary teJTnS of the proposed trcU1sfert inc1uding~ without
limitation, d~Uvery of other securities in ~xchal1ge for the Shares proposed
to he sold).
Death of a Stockholder. Within thirty daY5 af'ter the death of any
Stockholder (other than the founding Stockholder) (the "Deceased
Stockholder ), the executors or administrators of the estate of the
Deceased Stockno1der and each transf~ree of the Deceased StoCkholder's
Shares by virtue of such death shall give written notice thereof to. the
Founding Stockholder and the Corporation offering to the Founding
Stockho1der and the Corponrtion or any assignee of either of them all of
the Shares owned by tlw Deceased Stockholder at the time of death.
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MINTZ.LEVIN ID: 6175422241 AUG 01' 95 12 : 35 No. 009 P.
Within thirty days after receipt of such notice, the Founding Stockholder
or his assignee) may elect to purchase aU of the Shares so offered at a
purchase price per Share determined in accordance with Section 4.
h~n:of. Jf such Shares are nOt purchased by the Founding Stockholder
they shan be offered in the S8n,e manner to the Corporation. Wjthin
thirty days after the expiration of we Founding StOCkho1der s thirty-day
period t the Corporation may elect to purchase al1 of th~ Shares 80 offered
at a purchase prjce per Share determined in accordance with Section 4.
hereof. If web Share..,; are ,not purchased by the Founding Stockholder or
the Corporation, such Sha~s may retained by the estate of the
Deceased Stockholder or by such transferees subject. to all other provisions
nereof.
Transfers by Ope~tion of Law. Iv the event that a Stockhold~r (i) fi1es
a voluntary petition under any bankruptcy or insolvency law or a p~t.jtion
for the appointment of a receiver or makes an assign111ent for the benefit
of creditors, or (ij) is subjected involuntarily to such a petition or
assignment or to an attachment or other legal or equitable interest wjth
respect to his Shares and such involuntary petition or assignment or
attachment is not discharged within thirty days after its date, or (Hi) i~
subjc:ct to a transfer of his Sbares by opcrntion of taw (except upon his
death) the Founding Stockholder) th~ Corporation~ or their assignees) shall
have the right to elect to purchase all of the Shares which an~ owned by
the Stockholder at a purchase price per Share d~tennined in accordance
with Section 4.7 hereof. Within thirty days after receipt of such notice,
the Founding Stockholder or his assignee, may elect to purchase an of the
Shares 80 offcml at a purchase price per Share determined in accordance
with Section 4.hereof. If such Shares are not purchased by the
Founding StockhoJder, they shall be offered in th~ same manner to the
CotpoIlltion. Within thirty days after the expiration of the Founding
Stockholder s thirty-day ~rjodt tb~ Corporation may elect to purchase an
of the Shares so offered at a puTChas~ price per Share detennined in
accordance with S~cti()n 4.7Iwrcof. Failure of l~ Founding Stockholder
and the CotpOntion to elect to purchase the Sharcs under this Section 4.
shall not affect t.bcjr rights to purchase the sa~e Shares under Section 4.
in the event of a proposed saJ~1 assignment, transfer. or other disposition
by or to any receiver, pc~ti()ner, assignee, transferee or other person
obtaining an interest in the Sha~s.
prohibition on Bnc\1mbrance.~. No StockhoJder may pJedgc) hypothecate
or otherwise encumber his Shares.
Violation of Restrictions. If any transfer of Shares is made or attempted
contrary to th~ provisions of this Agreement or if any Share.~ are not
MINTZ,LEVIN
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I D : 6175422241 ~UG 0 l' 95 12 : 35 No. 009 P. 06
offered as req\lired by these provision~. the Founding Stockholdor and the
Corporation shan have the right to purchase the Shares from the owner
thereof or his transferee at any time before or after the. transfert as
hereinafter provided. In addition to any other lega1 or equitable remecHes,
the Founding Stockholder and the Corporation may enforce this right by
actions for specific perfoll11ance (to the ~tent pcnnitWd by Jaw). The
Cotporation may also refu~ to recognize any such transt'eree Dr
Stockholder as one of its stockholders for any purpose, including without
Hmitation for purposes of cUvidend and voting rights, until all applicable::
provisions of these restrictions have been complied with.
Purchase Price.
&cept with respect to purchases made under Section 4.2, th~ purchase
price of each Share purchased hereunder shan be the fa1r market value per
Share dctcnnined by appraisal as follows. Within thirty days after the
election to purchase pursuant to Section 4.3 or 4., the Founding
Stockholder or the Corporation, as the case may be1 shall appoint an
appraiser, the Stockho1der whose Shares are being purchased (or his
legally appointed representatives) shal1appoint a second appraiser, and the
two appraisers 80 appointed shall appoint. a third appraiser, or if any party
or the apprai~rs fail to act within such period , any l1nappointed appraiser
or appraisers shan be appointed by the American Arbitration Association
Boston, Massachusetts, uponappHcatioD of any patty or apprai~er. Bach
appraiser shall independently detennine the value of the shares of the
Stockholder whose Shares are being purchased as of a convenient date
selected by the three apprai~rs. Th~ faiT market value of the Shares shall
be the average of the two closest appraised values, and such defemination
shall be final and binding upon all interested persons. The Corporation
shalJ promptly furnish to the appraisers such infonnation concerning its
, fInancial condition. eanrings, capjtaHzation, business prospects and sales
of its cap1tal stock as they may reasonably request. The appraiscrs 'shall
promptly notify in writing the Founding StoCkholder, the CorpOI11t1on and
the Stockholder whose Shares are being purchased (or hig legally
appointed representatives) of the appraisers' final detennination of value.
The parti~ shan each bear the fees and expenses of the appraiser
appointed by or for each of them, and the fees and expenses of the third
appraiser shall be borne onc.ba1f by the Stockholder whose Shares arc
being purchased (or his l~gany appointed representatives) and one-half by
the purchaser of the Shares~
Tenders. The StDckho1d~r whose Shares are being purchased pursuant
Section 4.3 or 4.4 (or his legally appointed representatives) shall tender
a1l Shares being purchased hereunder to the Founding Stockholder or the
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MINTZ ,LEVIN ID :6175422241 RUG 01 '12:36 No.OO9 P.
Corporation, or to on~ or morc assignees designated by the purcha~r ~ at
the principal office of tbe COTpOration at a reasonable date and time
specified by it (in any cv~nt within thirty days
of the purchaser' s election),
by delivery of certificates representing S\1cb Shares endorsed in blank and
in proper form for tnnRfcr against payment of the purchase price in
cash
or by certified or bank checks.
Waiver; Disposition of Shares. From time to time the Corporation may
waive its rights hereunder ejth~r generaUy or with respect to one or more
specified transfers which have been proposed, attempted or made.
action to be; taken by the Corporation hereunder shall be taken by vote of
majorjty of its Directors then in office. Any Share.s which the
Corponrt1on has e1ected to purchase hereunder may b~ disposed of by its
Board of Directors in 81Jch manner as it deems appropriate, with or
without further restrictions 011 the transfer thew!.
Subchapter S Restrictions. If the Corporation has elected to be an S
OOIporation pursuant to Sea;on 1362 of th~ Internal Revenue Code
1986~ as amended, then as long as ~ucb an election is in effect no Shares
may be sold) assigned, pledged or otherwise transfened to any person or
entity if th~ tmnsfer would cause the termination of such eJection.
FIFTH: The name and mailing address of the so1e incorporator is as foJ1ows:
Anne T. Leland Mint1.. Levjn, Cohn, Ferns, Glovsky
and Po~, P.
One Financial Cen~r
Boston, MA 02111
SIXTH: The Corporation is to have petpetua1 exi~tence.
SEVENTH: For the management of the busjn~ and for the conduct of the affairs of the
Corporation, and in further definition and not in limitation of the powers of th~ CotpOratioll and
of its directors and of its stockholders or any class thereof, as the ca.~ may be, confeJTed by the
State of Delaware, it is further provided that:
A. Themanagenmnt of the business and the ~nduct of thc affairs of the Corporation
shall be vested in its Board of Directors. The number of directors which shat1 constitute the
whole Board of l)jrectorS shal1 be fixed by. or in th~ manner provided in. the By..Laws. The
phrase "whol~ Board" and the phrase "total number of directors" sha11 be deemed to have th~
same meaning, to wit. the total Dumber of directors which the Corporation would have if there
were no vacancies. No election of directors need be by writtcu bal1Dt.
- 6.
MINTZ ,LEVIN ID :6175422241 AUG 01' 95 12:37 No.DO9 P.
B. After the original or other By-Laws oftbc Corporation have been adopted, aTnended
or repealed, as the case may be, in accordance with the provisions of
Section) 09 of the General
CoIVOration Law of the State of Delaware. and. after tbe Corporation has received Itny payment
for any of its stock, the pOwer to adopt., amend, or repeal the By..Laws of the Corporation may
be exercised by Board of Directors of the Corporation.
C. The books of the corporntion may be kept at such place within or without the State
of D~1aware as the By-Laws of the Corporation may provide or as may be designated from time
to time by the Board of Directors of the Corporation.
ElGHTH~ Whenever a compromi~ or arrangement is proposed betw~n this Corporation
and its creditors or any class of them and/or between tbis Corporation and its stockholders or
any class of them~ any court of equjtabl~ jurisdiction wit,hin the Stat~ of DeJaware tnay, on the
appljcation 111 a summary WRY of this Corporation or of any creditor or stockholder thereof or
on th~ application of any receiver or rccejver~ appointed for thi8 Corporation under the
provjs1ons of Section 291 of TItle 8 of the ~)aware Code or on the appJica1ion of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under the pnwisions
of Section 279 of Title 8 of the Delaware Code) ord~r a tneeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this Corporation, a~ the case
may be. 1.0 be summoned in such manner as the said court directs. If a majority in number
rep~nting three-fourths in value of the creditors or class of creditors, and! or of' the
stockhold~rs or class of stockholders of this CotpOration) as the case roay be, agree to any
coJ)1prOm1~ or arrangement, and to any reorganization of this Colporation as consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall. if sanctioned by the court to which tho sa1d application has been made, be
binding on aU the creditors or class of creditors, and/or on aU the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this Corporation.
NINTH: The Corporation shall, to the ful1est e;r;tent permjUcd by the provisioi1s of
Section 145 of the G~neral ColVOration Law of thc State of De1aware, as the same l1'\ay be
amended IWd supplemented from time to time, indemnify any and an persons whom it s11aH have
power to indemnify under Mid section from and agajn~t any and all of the expenses, Jiabi1ities
or other matters refcned to in or covelOO by said section as amended or supplemented (or any
511cce.~r). and the indemnification provided for herein shan not
be deel~ed exclusive of any
otJu~r rights to which those indemnified may be entitled under any By-Law, agreement, vote of
stockholders or diS1nteJested director& or otherwise. both as to action in his offida1 capacity and
as to action in anoUwr capacity while holding such office) and shan continue as to a person who
has ceased to be a director, officer t anployee or agent and shall inure to the, ben~fit of the heirs,
executors and adminjstratoJ's of such a person.
TENTH: No director of tb15 Corponltion shall be liable to the CoIpOration or its
stockholders for monetary damages fOT breach of fiduciary duty as a dire.ctor except to the extent
that. exculpation from liabil1ty is not pennitted under the General Corporation Law of the State
of Delaware as in effect at the time such JiabUity is detennined. No amendment or ~peal
this Article shan app1y to or have any effect on tbe liability or allcged liabHity of any director
of the CoYpOtation for or with respect to any acts or Ol11issiOJ1f~ of such dlrcctor occurring prior
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MINTZ, LEVIN tt3 ID :5175422241 AUG 01' 95 13:43 No.O14 P.
to s\lch amCJ\dment or r~1. if the General Corponfum Law of tile Slate of Delaware is
amended after approval by the stuckhtllders of this Article to
autbori7.e corporalf: action further
eliminatin:; or limiting the personal liability of
directorS. thlm the liability of a director of the
COJPornlion shall be f:limina.tcd or limited to the fullest extent Jlf:rmitted by the General
corporation Law of the State of De1aware, as so amended.
ELEVENTH: Fro'" time 10 time any of the provisions of th1s Certificate of Incorporation
may be amended, altered or repealed, and other provisions authoril.ed by the laws of the State
of Delaware at the time in force may be added or inserted' in the manlier and at the time
pre~cribcd by said lawS, and all rights at any time eonferrcd upon the stuckholders of the
Corporation by this Certificate of Incorporation are &rantcd subject
10 the provisions of this
Article.
1. the under si gncd. ~in!: the sole incorporator. for the purpose off orming a Corporation
under the Jaws of the State of Delaware. do mak~, file and record this Certificate of
Jncorporation. to certify that the facts herein stated arc true, ami accordingly have
herelO set my
hand' lhis day of August, 1995,
nI5fJWi7.
- 8 .
fL..-, I'(
Anne T. Leland
EXHIBIT 2
AUTHORIZATION FROM SECRETARY OF STATE
See Attached
i n l ,,
~= ~ ~""
,di J, ("'-
~ y
10 l;",J do .
,;;:))
State of Idaho
" .
Otfi.ce ofthe Secretary of State
. '" .. '. .. . ,
CERTIFICATE OF AUTHORITY
TRANS NATIONAL COMMUNICATIONS INTERNATIONAL, INC.
File Number C 130790
I PETE T. CENARRUSA, Secretary ~f 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: October 14, 1999
17'
--
.Nt.u.Ar-'
" SECRETARY OF STATE
,--
EXHIBIT 3
TRANS NATIONAL COMMUNICATIONS INTERNATIONAL, INC'
CONTACT LIST
See Attached
TRANS NATIONAL COMMUNCIA TIONS INTERNATIONAL CONTACT
INFORMA TION
General Issues Contact:
Erick Robinson, Tax and Regulatory Specialist
2 CharlesGate West
Boston, MA 02215
P [phone] F [phone]
Customer Service Contact:
Jeff Cahill, Service Operations Manager
2 CharlesGate West
Boston, MA 02215
P [phone] F [phone]
Technical Service Contact:
Chuck Luca, SVP Operations
2 CharlesGate West
Boston, MA 02215
P (617) 3691138 F [phone]
Tariff Contact:
Brenda Macdonald, VP Operations
2 Charles Gate West
Boston, MA 02215
P [phone] F [phone]
Registered Aeent:
National Registered Agents, Inc
1423 Tyrell Lane
Boise, ill 83706
i n 1 c t i e
EXHIBIT 4
TRANS NATIONAL SHAREHOLDER INFORMATION
See Attached
n i c t i
TNCI, Inc.
Shareholders
Steven B. Belkin
Amy Jill Belkin Trust
Julie Ann Belkin Trust
4- = (,1 n ': e 9 r' a t~ \2 d
Address
8 Rocky Ledge Road 02493
c/o Christopher Palmer
30 Colpitts Road
c/o Christopher Palmer
30 Colpitts Road
Weston, MA
Weston , MA
Weston, MA
02493
02493
Ownership
77.10%
11 .45%
11 .450
100.000
i, i J ~ it'; ::J I g t" t;~ U
EXHIBIT 5
FINANCIAL INFORMATION
See Attached
V" i~
.'" ~
""", .11" ~ ,po.i"': U j. &YO '~! o l~~ e;j L
j,
tJ " J
TRANSNATIONAL
COMMUNICATIONSINTERNATIONAL, INC.
Trans National Communications International, Inc.
Balance Sheets
December 31
(in thousands)
2003 2002
Assets
Current Assets:
Cash And Cash Equivalents
Accounts Receivable, Net
Other Current Assets
$167 $303
170 753
289 238
626 294
594 657
200 242
511 656
931 849
Total Current Assets
Fixed Assets, Net
Due From Affiliated Company
Other Assets, Net
Total Assets
Liabilities And Shareholders' Equity
Current Liabilities:
Accounts Payable And Accrued Expenses
Current Portion Of Loan Payable
Loan Payable
632 190
667 230
680 278
Total Current Liabilities
Total Liabilities
Shareholders' Equity:
Common Stock $0.01 Par Value; 10 000 Shares Authorized;
473 Issued And Outstanding; and Capital In Excess Of Par
Accumulated Deficit
235 235
251 571
931 849Total Liabilities And Shareholders' Equity
See accompa1'!Jing notes.
TRANs NATIONAL
COMMUNICATIONS.,. INTERNHIONAL, INC.
Trans National Communications International, Inc.
Statements of Operations
Year Ended December 31
(in thousands)
Revenue
Direct Costs
2003 2002
$43 154 $37 393
147 037
007 356
245 722
762 634
175 338
587 296
Selling, General And Administrative Expenses
Income From Operations Before Depreciation And Amortization
Depreciation And Amortization
Income From Operations
Other Income/ (Expenses):
Incentive Compensation Plans
Interest Expense
Interest Income
Discontinued Operations
(53)
(313)(288)
274 (43)
384
1 ,320 $341
Net Income Before Discontinued Operations
Net Income/QLos~
See accompaf!Ying notes.
TRANs NATIONAL
COMMUNICATIONS
.,. INTERNATIONAL, INC.
Trans National Communications International, Inc.
Statements of Cash Flows
Years Ended December
(in thousands)
2003 2002
Operating Activities:
Net Income/ (Loss)
Reconciliation To Cash Flow.
Depreciation And Amortization
O1ange In:
Accounts Receivable
Other Current Assets
Accounts Payable And Accrued Expenses
Due From Mfiliated Company
$341
175 338
583 474)
(51)(116)
(558)(212)
191
871 (J5)
Total Adjustments
Net Cash Provided By / (Used In) Operating Activities
Cash Flows From Investing Activities:
Purchase Of Fixed Assets
Other Assets
(253)
(J14)
(264)
(844)
Net Cash Used In Investing Activities (967)108)
Cash Flows From Financing Activities:
Proceeds from Capital Contributions
Due From Mfiliated Company
Borrowings
Loan Repayments
000
000)
130
(40)173
(40)
(136)226)
303 529
$167 $303
Net Cash Used In Financing Activities
Net Decrease In Cash And Cash Equivalents
Cash And Cash Equivalents, Beginning
Cash And Cash Equivalents, Ending
S ee aaompa~mg nou~
EXHIBIT 6
ESCROW ACCOUNT AND SECURITY BOND
Trans National is a well-established provider of interexchange and local exchange
telecommunications services in 18 states. Applicant is financially viable as is evident by
Applicant's financial statements attached as exhibit 5. Applicant is well positioned to
provide reliable service and poses no risk to the public.
n i c t i