20110506Application.pdf

Lance J.M. Steinhart, P.C.
Attorney At Law
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
Also Admitted in New York
and Marland
Telephone: [phone]
Facsimile: [phone]
Email: lsteinharØ)telecomcounse1.com
May 4,2011
VIA OVERNIGHT DELIVERY ~--Ms. Jean D. Jewell
Idaho Public Utilities Commission
Secreta
472 West Washigton Street
Boise, Idaho 83702
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Re: Unite Private Networks, L.L.C.
Dear Ms. Jewell:
Enclosed please find for fiing an unbound, unstapled and duplexed original and thee, (3)
stapled, duplexed copies of Unite Private Networks, L.L.C.'s Application for a Certficate of Public
Convenience and Necessity to Provide Local Exchange telecommuncations services withn the
State ofIdaho. The company has no local exchange customers at this time in the State ofIdaho and
this is a new filing.
APPLICANT HAS ALSO ENCLOSED ONE (1) COpy ON YELLOW PAPER OFFINANCIAL STATEMENTS IN A SEPARTE ENVLOPE MARD
"CONFIDENTIAL AND PROPRIETARY", AN RESPECTFULLY REQUESTS
CONFIDENTIAL TREATMENT OF THE ENCLOSED FINANCIAL INFORMTION.
APPLICANT EXPECTS THAT THIS INFORMTION WILL BE RESTRICTED TO
COUNSEL, AGENTS AND EMPLOYEES WHO ARE SPECIFICALLY ASSIGNED TO
TilS APPLICATION BY THE COMMISSION.
I have also enclosed an extra copy of this letter to be date staped and retued 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 to contact me.
cc: Kevin M. Anderson
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION. EI\fE. n
REC. "_,.IIN THE MATTER OF THE )APPLICATION OF )
Unite Private Networks, L.L.C. )for a Certcate of Public )
Convenience and Necessity to )
Provide Local Exchange Telecommunications )
Services Within the State of Idaho )
)
1Ult l1AY -6 PM 2: ~~
CASE NO.
~êJ \UtN--7- (f
APPLICATION AN REQUEST FOR AUTHORITY
Application is hereby made to the Idaho Public Utilities Commission for a Certificate of Public
Convenience and Necessity authorizing Unite Private Networks, L.L.C., ("Applicant" or "Unite
Private Networks") to provide local exchage telecommuncations services pursuat to Idao Code
Sections 61-526 though -528 and IDAP A 31.01.01.111 (Rules 111 & 112) as clarfied by Procedural
Order No. 26665 in Case No. GNR-T-96-4. The following general inormation and exhbits are
fushed in support thereof:
1.) Applicant's legal name, address of its pricipal offces and telephone number are:
Unite Private Networks, L.L.C.
950 West 92 Highway, Suite 203
Kearey, Missouri 64060
[phone]
i
The Applicant has no office located in the State of Idaho. The Applicant intends to provide
resold and facilities-based local exchange service utilizing its own facilities and the facilities of the
incumbent local exchange cariers ("LECs") or other competitive providers.
2.) Applicant is incorporated in the State of Delaware and is in good stading under the laws of
that state. In addition, the Company is authorized to do business as a foreign Limited Liablity
Company in the State of Idaho. Attched, as Exhbit 1, to this Application is a copy of the Company's
Aricles of Incorporation.A copy of Applicant's Certificate of Authority to transact business in
Idao is attched hereto as Exhbit 2.
3.) The name and business address of Applicant's registered agent for service in Idaho are:
National Corporate Research, Ltd.
921 S. Orchard Street, Suite G
Boise, Idao 83706
2
4.) The names and addresses of the ten common stockholders of Applicant Owning the Greatest
Number of Shares of Conunon Stock and the Number of Such Shares Owned by each are:
Name and
Address
Shares Owned Percentae of All
Shares Issued &
Outstading
Percentage
of Voting
Control
UPN Intermediate Holdings LLC 100%100%
UPN Holdings LLC, the ultimate parent company, is a holdig company. All operations are
pedormed at the operatig company leveL.
Address: All of the shareholders can be reached though the company at the address listed in 1.) above.
5.) The names, addresses and ownership of Applicant's Offcers are:
Members:
Kevin M. Anderson, Chairman and Chief Executive Officer
Ron Reckrodt, President and Chief Operating Officer
Dennis Devoy, Chief Financial Officer
Jeff Ingram, Senior Vice President and Corporate Secretary
Each can be reached at Applicant's priar place of business and telephone number as
follows:
Unite Private Networks, L.L.c.
950 West 92 Highway, Suite 203
Kearey, Missour 64060
[phone]
3
6.) The Name and Address of Any Corporation, Association, or Similar Organzation Holding a
5% or Greater Ownership or Management Interest in Applicant is as follows:
See answer to 4 above.
7.) The names and addresses of Subsidiares Owned or Controlled by Applicant are as follows:
Not applicable.
8.) 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 plan to build new fiber-optic communcations network facilities in underground public
right-of-way and attching aerially to utility poles via pole attchment agreements; however, the natue
and extent of the facilities to be utilized has yet to be determned. Applicant seeks authority intends to
provide all forms of intrastate local exchage telecommuncations services including:
A. Local Exchage Servces that will enable customers to originate and termate local
calls in the local calling area served by other LECs, includig local dial tone and
custom calling featues.
B. Switched local exchage services such as flat-rated and measure-rated local services;
vertical services, Direct Inward and Outward Dialed tr, carer access, public and
semi-public coin telephone services, and any other switched local servces that
curently exist or will exist in the futue.
C. Non-switched local services (e.g., private line) that curently exist or will exist in the
futue.
D. Centrex and/or Centrex-like servces that curently exist or wil exist in the futue.
E. Digita subscriber line, ISDN, and other high capacity line servces.
Applicant seeks authority to provide service thoughout the State where provided by
incumbent LECs. Applicant does not intend to service areas serviced by any LECs which are eligible
for a small or rual carier exemption pursuant to Section 251 of the Federal Telecom Act of 1996.
4
Applicant \vill deliver services over a combination of delivery mechanisms through
incumbent local carriers' unbundled loop network, both copper and fiber and transpoii networks, as
well as via Applicant constructed facilities. Applicant intends to provide service upon grant of this
Application and finalization of required interconnection agreements with the LECs.
9.) Copies of Applicant's Balance Sheet as of December 31,2010, Exhbit 3, are being filed in a
separately sealed envelope marked "Confdential and Proprieta".
10.) A map showing where Applicant is proposing to provide service is attached hereto as Exhbit
4.
11.) A copy of Applicant's ilustrative taff is attched hereto as Exhbit 5. Applicant will file its
proposed taiff establishing its proposed services and charges upon completion of interconnection and
upon receipt of certification by the Commission.
12.) Questions concernng ths application and Applicant's taff should be directed to Applicant's
representative:
Lance J.M. Steinhar, Esq.
Lance J.M. Steinar P.C.
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
[phone] (Telephone)
[phone] (Facsimile)
IsteinharØ)telecomcounsel.com (Email)
Customer Complaints and Inquiries are to be addressed to:
Kevin Anderson, CEO
950 West 92 Highway, Suite 203
Kearey, Missour 64060
[phone] (Customer Service)
5
13.) Applicant has not initiated interconnection negotiations.
14.) Applicant has reviewed the laws and regulations of this Commission governng local exchange
telecommuncations services in Idaho and will provide service in accordance with all laws, rues 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, Unite Private Networks, L.L.c., requests that the Idao Public Utilities
Commssion enter an order granting a Certificate of Public Convenience and Necessity authorizing
Unite Private Networks, L.L.c., to provide resold local exchage telecommuncations services
pursuant to Idao Code Sections 61-526 through -528 and IDAPA 31.01.01.111.
Respecly submitted ths 1%), of mlb'(' 201 i.
UNTE PRl ATE NE
By:
J.M. Steinh Esq.
ance J.M. Steinar, P.C.
1720 Windward Concourse
Suite 115
Alpharetta, Georgia 30005
Telephone: [phone]
Facsimile: 770/232-9208
Email: lsteinhar~telecomcounsei.com
Attorney for
UNITE PRl ATE NETWORKS, L.L.c.
6
EXHIBIT 1
EXHIBIT 2
EXHIBIT 3
EXlIT 4
EXHBIT 5
LIST OF EXHIBITS
ARTICLES OF INCORPORATION
CERTIFICATE OF AUTHORITY TO TRASACT BUSINESS
FINANCIA INFORMTION
SERVICE ARA MA
ILLUSTRATIVE TARF
7
EXHIBIT 1 - ARTICLES OF INCORPORATION
8
Ðe (awa re PAGE 1
ri rrirst State
I, JEFFRY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWAR, DO HEREBY CERTIFY "UNITE PRIVATE NETWORKS, L. L. C." IS
DULY FORMD UNDER THE LAWS OF THE STATE OF DELAWAR AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TENTH DAY OF DECEMBER, A. D. 2010.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSESSED TO DATE.
4860625 8300
101173275
Jeffrey W. Bullock. Secretary of State
C TION: 8417315
DATE: 12-10-10
You may verify this certificate onlinea t corp. delaware. gov / authver. shtml
Ðeraware PAGE 1
rr !First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWAR, DO HEREBY CERTIFY THE CERTIFICATE OF MERGER, WHICH
MERGES:
"UNITE PRIVATE NETWORKS, L _ L _ C _ ", A MISSOURI LIMITED
LIABILITY COMPANY,
WITH AND INTO "UPN MERGER SUB LLC" UNDER THE NAM OF "UNITE
PRIVATE NETWORKS, L. L. C. ", A LIMITED LIABILITY COMPAN ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWAR, WAS
RECEIVED AND FILED IN THIS OFFICE THE TENTH DAY OF DECEMBER,
A. D _ 2010, AT 1: 06 0 i CLOCK P _ M.
AND I DO HEREBY FUTHER CERTIFY THAT THE AFORESAID LIMITED
LIABILITY COMPAN SHAL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWAR.
4860625 8330
101173275
Jeffrey w. Bulloclc Secretary of StateC TION: 8417317
DATE: 12-10-10
tJe(aware PAGE 1
íJ :First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWAR, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRCT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"UNITE PRIVATE NETWORKS, L.L.C. ", A MISSOURI LIMITED
LIABILITY COMPANY,
WITH AND INTO "UPN MERGER SUB LLC" UNDER THE NAM OF "UNITE
PRIVATE NETWORKS, L. L. C. ", A LIMITED LIABILITY COMPAN ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWAR, AS
RECEIVED AND FILED IN THIS OFFICE THE TENTH DAY OF DECEMBER,
A.D. 2010, AT 1:06 O'CLOCK P.M.
4860625 8100M101173275 DATE: 12-10-10
You may verify this certificate online
at corp. delaware. govlauthver. shtml
state of Dela.i,¡are
Secretary of State
Di vision of Corpora tions
Delivered 01:06 PM 12/10/2010
FILED 01:06 PM 12/10/2010
SRV 101173275 - 4860625 FILE
EXEC&TlON VERION
CERTlFICA lE OF MERGER
OF
UNITE PRIVATE NETWORKS, LLC.
WITH AND INTO
UPN MERGER SUB LLC
Pursuant to Title 6, Section 18.209 of the Delaware Limited Liability Act, the
underigned limited liability company executed the following Certificate of Merger:
FIRST: The ~me of th surviving limited liability company is UPN Merger Sub LLC
(the "Survivig LLC'), a Delawar limited liability company and the name of the limited liability
company being merged into the Surviving LLC is Unite Private Networks, L.L.C., a Missouri
limited liability company.
SECOND: The Contributon and Merger Agreement, dated Augut 24, 2010 (the
"Agreement of Merger"), by and among the Surviving LLC, Unite Private Network. L.L.c.,
Unite Private Networks-Ilinois, L.LC., the member of Unite- Private Networks, L.L.C. and
Unite Private Networks-IUinois, L.L.C., UPN Holdings LLC and UPNI Merger Sub LLC has
betn approved, adopted, certfied, executed and acknowledged by each of the constituent limited
liability companies.
TH1RD: The nam of the survving limited liability company is UPN Merger Sub LLC.
Upon consumtion of the merger, the name of the Surviving LLC shal be changed to Unite
Private Networks, L.L.C.
FOURTH: Upon consummation of the merger, the Cerificate of Fonnation of the
Survving LLC shall be amended bereby to reflect the change in the Sur',;ving LLC's name to
"Unite Private Networks, L.L.C." as set forth above.
FIFT: The merger is to become effective upon filing of this Certificate of Merger with
the Delaware Secretar of State.
SIXTH: The Agreement of Merger is on file at a place of business of the Suriving LLC
which is located at 950 W. 92 Highway, Suite 203, Keaey, Missouri 64060.
SEVENTH: A copy of the Agreement of Merger wil be furnished by the Surviving LLC
on request, upon request and without cost, to any member of the constituent limite-d liabilty
companies.
IN WITNESS WHEREOF, the Survving LLC has caused this Certificate of Merger to be
signed by an authorzed pen on December 10,2010.
UPN MERGER SUB LLC
Bv: k.L~r~
N~m~É. Morgan
Title: Authorize Peron
50S '30 IOl-2005)
l--=L l(:: l'J U lYl l)8 l--;
FL 1094075
NOTICE OF MERGER
OF LIMITED LIABILITY COMPANY
EXEC Date Filed: 12/10/2010
Robin Carnahan
Secretary of State
Pursuant to Chapter 347 of the Missouri Limited Liabilty Company Act, the undersigned
certify the following, that:
1. The name and jurisdiction of organization of each limited liabilty company which is
par to the merger is UPN Merger Sub LLC, a Delaware limited liability company
(the "Surviving Entity") and Unite. Private Networks, L.L.C., a Missouri limited
liabilty company (the "Non-Surviving Entty").
2. The effective date of the merger shall be the date hereof, which is the date the merger
became effective in the, State of Delaware, the state of domicile of the Suriving
Entity, and a copy of a Certificate of Fact Regarding Merger as certified by the
Secretay of State of the State of Delaware is attached hereto as Exhibit A.
3. The name of the surviving lìmited liability company is UPN Merger Sub LLC. Upon
consummation of the merger, the name of the Suriving Entity shall be changed to
Unite Private Networks, L.L.c.
4. This merger was authorized and approved by the members of each part to the merger
in accordance with the laws of the jurisdiction where it was organzed or formed. .
5. The executed Contrbution and Merger Agreement, dated Augut 24, 2010 (the
"Agreement of Merger"),. by and among the Suriving Entity, the Non-Suriving
Entity, Unite Private Networks-Illinois, L.L.C., the members of the Non-Suriving
Entity and Unite Private Networks-ilinois, L.L.C., UPN Holdings LLC and UPNI
Merger Sub LLC is on file ~t the principal place of business of the Suriving Entity
which is located at 950 W. 92 Highway, Suite 203, Kearey, Missouri 64060.
6. A copy of the Agreement of Merger will be furnished by the Suriving Entity," on
request and without cost, to any member or owner of any entity that is a part to the
merger.
1. Upon filing at this Notice of Merger with the Secretary of State of the State of
Missour, the Surviving Entity agrees that that the Suriving Entity may be served
with process in the state of Missouri Iri any action, suit, or proceeding for the
enforcement of any obligation of the Non-Surviving Entity that arose .before the
merger, and irrevocably appoints the Secretar of State of the State of Missouri as its
agent to accept service of process in any such action, suit or proceeding and the
address to which a copy of the process shall be mailed to it by the Secretar of State
of the State of Missour is 950 W. 92 Highway, Suite 203,.Keamey, Missouri 64060.
(Signatures appear on followiiig page)
~-=.~ .~-,.-' .~ . '~_.".~~;~t~'~~~i:~::r;= ~
Merger - Other 5 Page(s)
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In affirmation thereof, the facts stated above are true:
pi
By:
Name: evin M. Anderson
Title: Chief Executive Offcer
Dated: December 10,2010
ETWORKS, L.L.C.C
UPN MERGER SUB LLC
By:
Name: George E. Morgan
Title: Authorized Person
Dated: December 10,2010
Signature Page to UPN Certifcate of Merger (MO)
In affinnation tlwreof,Jhe fii¡;ts stated ahove are,true:
UNfTKPRIvATENETWÓRK,S,L.L.C
By; ..
Nanie: $:e"iil M, Aaderson.
Title: .êhiefExecutive.o.ffcer
Qated: ;Detem'b~T' lJ,20 rp
UPNMERGER Slm LLÇ'
By. ~~'~'
Name: Ó~orii · ",. '
Title~ A.~thori~ed Ptt'nP. ;.:.
DateMDCGembét,lO.. 2010
;$iiatiir~ Pagê.:,tri UPN.Ce.ftlf~àte: a.f'MergerrMÖ)
EXHBIT A
TO
NOTICE OF MERGER
OF LIMITED LIABILITY COMPANY
Certificate of Fact Regarding Merger, as certifed by the Secretary of State of the
State of Delaware
See attached.
Ðe(aware PAGE 1
%e rFirst State
I, JEFFRY. W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWAR, DO HEREBY CERTIFY THE CERTIFICATE OF MERGER, WHICH
MERGES:
"UNITE PRIVATE NETWORKS, L.L.C. ", A MISSOURI LIMITED
LIABILITY COMPANY,
WITH AND INTO "UPN MERGER SUB LLC" UNDER THE NAM OF "UNITE
PRIVATE NETWORKS, L. L. C. rr, A LIMITED LIABILITY COMPAN ORGANIZED
AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWAR, WAS
RECEIVED AND FILED IN THIS OFFICE THE TENTH DAY OF DECEMBER,
A.D. 2010, AT 1: 06 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID LIMITED
LIABILITY COMPANY SHAL BE GOVERNED BY THE LAWS OF THE STATE OF
DELAWAR.
4860625 8330
101173275 DATE~ 12-10-10
EXHIBIT 2 - CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS
9
State
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CJffice of the Secretary of State,
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CERTIFICATE OF AUTHORITY
OF 5
UNITE PRIV ÁTE NETWa,RKS, L:t.C.
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I, BEN YSURSA,Seqretàryof State Ofthe Stàte.of Ideho; hereby certify that an
Application for Certificàteof, Authority, dulyexecLtedpursùã,nft~ìhe provisions of the
Idaho Uniform LimitedLiabil¡~ A6t/has beenJe~eived¡ridthis6ffi~e,'~d\isJound tod ,'_.' ,.... -. ", ..:; , .. . '-.1 . '" ....
conform to law. ....':;., "" . e.:
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ACCORDINGLy Eind6yVirt4e ofth~ âúthQr,iy vested iri r;~~__bY:law, i issue this: '~""", .~:.~.y::~ ~';" ,,', ,'.":_... "';'_',' _.' "" ':; :_:_~...: .../,:.:. I....
Certificate of Authoritytqtransact: bU$~l1ess in~,this;Statø ,and :attach' hereto a duplicate of
the app,Jication for su~h qe~ifiç:ät~~'''--''':'' , -,', ..,..
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Dated: March 2,;3, 2011
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SECRETARY OF STATE~' /
(BY\~~~b, .7 ,
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253
~ APPLICATION FOR CERTIFICATE
OF AUTHORITY FOR FOREIGN
LIMITED LIABILITY COMPANY
(Instructions on back of application)
1. The name of the limited liabilty company is:
ii rMR 23 PM 1:29
SEff,;:~ ,~ti~ 0IOFii STATE
'. l, '- i r,f-O
Unite Private Networks, L.L.C.
2. If the name of the limited liability company is not permissible or is not available in Idaho, the
name the foreign limited liability company wil use in Idaho is:
3. The jurisdiction under whose laws the limited liabilty company is formed is:
4. The name and complete street address ofthe registered agent in Idaho Is:
Delaware
National Corporate Research, Ltd. 921 S. Orchard Street, Suite G, Boise, Idaho 83706
5. The street and mailng address of the limited liabilty company's principal offce is:
950 West Highway, Suite 203, Kearney, Missouri 64060
Street Address
MaIlIng Address, If diferent
6. The street and mailng address of the limited liabilty company's office in the jurisdiction
under whose laws it is organized Is:
1209 Orange street, Wilmington, Delaware 19801
Street Address
Mailng Address, If diferent
7. The name and mailng address of at least one member or manager:
Kevin M. Anderson, Mexner 950 West Highway, Suite 203, Kearney, Missouri 64060
8. The mallng address for futu re correspondence:
Saie as Question 5. above.
Secretary of Stale use only
9. er, member or authorized
IDAHO SECRETAR OF STATE03/23/2011 05: 00
CK~ 10348 CT: 256&98 DR: 12&5673
1 8 100.00 = 10Ul8 REGFORûLLC II 2
1 ft 20.08 = 28.00 EXPEDITE C II 3
Kevin M. Anderson Member
Typed Name
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ÐeCaware PAGE 1
rz :First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DEtLAWAR, DO HERBY CETIFY "UNITE PRIATE NETWORKS, L.L.C." IS
DULY FORMD UNDER THE LAWS OF THE STATE OF DELAWA AND IS IN
GOOD STANDING AND HA A LEGAL EXISTENCE SO FAR AS THE RECORD:; OF
THIS OFFICE SHOW, AS OF THE TWNTY-SEVENTH DAY OF JAARY, A.D.
2011.
4860625 8300110085847 DATE: 01-27-11
you may veJ:.:£y this aet.tf.tc;1;g onlinea1; corp. dei....a:e. ~v/aiithVÐ~. sht; .
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EXHIBIT 3 - FINANCIAL INFORMA nON
FILED AS CONFIDENTIAL AND PROPRIETARY
10
EXHIBIT 4 - SERVICE AREA MAP
LEGEND
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11
State of Missouri
RECEIVED
iou MAY -6 PH 2: 49
County of Clay
Kevin M. Anderson, being first duly sworn, deposes and says that he is. the Chariman and CEO of
Unite Private Networks, L.L.C., the Applicant in the proceeding entitled above, that he has read the
foregoing Application and knows the contents thereof and; that the same are tre of his knowledge,
except as to matters which are therein stated on inormation or belief, and to those matters he
believes them to be tre.
Unite Private Networks, L.L.C. has also reviewed all of
comply with them.
Subscribed and sworn to before this a\s\ day of ffa'lCh ,2011.
~\ õlQ f, t.\;\ ÒQfN
Notary Public
CHRISTINE E. CHRISTENSENNotary Public, Notary Seal
state of MissouriClay County
commission #: 09694571
My commissIon EKciires Aørllll, 2013
My Commission expires:
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