Attachment 20170112110520-810.p

20170112110520-810.p

SUPPLEMENT

Supplement

1998-09-01

This document pretains to ITC-T/C-19980901-00616 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1998090100616_1392875

Categories of Services for 214 Applications (Streamline/Non- streamline) El ASSIGNMENT OF LICENSE El GLOBAL FACILITIES-BASED SERVICE El GLOBAL FACILITIES-BASED/GLOBAL RESALE SERVICE LI GLOBAL RESALE SERVICE LII INDIVIDUAL FACILITIES-BASED SERVICE El INTERCONNECTED PRIVATE LINE RESALE SERVICE El LIMITED GLOBAL FACILITIES-BASED SERVICE/LIMITED GLOBAL RESALE SERVICE LI LIMITED GLOBAL FACILITIES-BASED SERVICE LI LIMITED GLOBAL RESALE SERVICE LI INMARSAT AND MOBILE SATELLITE SERVICE El SWITCHED RESALE SERVICE TRANSFER OF CONTROL El SUBMARINE CABLE LANDING LICENSE El INTERNATIONAL SPECIAL PROJECT Description of Application:

Streamlined ITC-T/C-1 9980901-00616 HORIZON TELECOMMUNICATIONS, INC. hunter communications law grov September 1, 1998 Federal Communications Commission International Bureau, Telecommunications P. O.Box358115 Pittsburgh, PA 15251-5115 Re: Ik)int Applicalion of Voyager Infomiifion Netwoiks, Inc. and Hotizon Telecomnunicalions, Inc. for Consent to Transfer of Conlnl _j- Ic\cIBcqo, oo/ Dear Sir or Madam: Enclosed for filing with the Commission are an original and five (5) copies of a Joint Application of Voyager Infomiation Networks, Inc. and Horizon Telecommunications, Inc. (collectively, the "Applicants"), for authority pursuant to Section 214 of the Communications Act of 1934, as amended, for Consent to a Transfer of Control of Horizon Telecommunications, Inc. to Voyager Information Networks, Inc. Also enclosed is a check in the amount of $745.00 in satisfaction of the requisite statutory filing fee. The Applicants respectfully request streamlined, expedited treatment of this application, pursuant to the Commission's Report and Order, released November 6, 1992, ¶J38-4O, in CC Docket No. 9 1-360, In the Matter of Regulation of International Common Carrier Services, 7 FCC,Rcd. 7331 (1992), and Section 63.12 of the Commission's Rules, 47 C.F.R §63.12. To the extent that you have any questions regarding the enclosed application, please contact the undersigned. Respectfully submitted, Charles C. Hunter Enclosures cc: George S. Li, Chief, International Facilities Division 1620/Street, N.W Suite 701 Washingtoo, D.C. 20W6 Te/ephcie (202) 293-25W Facsim'Ie (202) 293-2571

&fon the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of VOYAGER INR)RMATLQN NFII'WRKS, INC. File No. HORIZ TELECOMMUMCATIONS, INC Application for Consent to Transfer of Contml X)1NT APPHCAIION R)R CQNSINT 'ID WANSFER OF CONTROL Voyager Information Networks, Inc. ("Voyager") and Horizon Telecommunications, hic. ("Horizon") (collectively, the "Applicants"), by undersigned counsel, hereby request authority, pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214 (1982) (the "Act"), and Section 63.18 of the Commission's Rules, 47 C.F.R § 63.01 (1996), for a transfer of control to Voyagerof Horizon, a resale carrier authorized, pursuant to authority granted by the Commission under Section 214, FCC File No. ITC-97-038, effective March 7, 1997, to provide global resale international telecommunications services. Following consummation of the contemplated transfer, Voyager will hold all of the outstanding stock of Horizon. Horizon will, however, continue to provide domestic and international iiierexchange services to its customers. Horizon and Voyager respectfully request streamlined, expedited treatment of this Joint Application, pursuant to the Commission's Report and Order, released November 6, 1992, ¶1J38-40, in CC Docket No. 91-360, Tn the Matter of Regulation of International Common Carrier

Services, 7 FCC Rcd. 7331 (1992), and Section 63.12 of the Commission's Rules, 47 C.F.R §63.12. The transfer of control of Horizon to Voyager will enable Voyager to provide a more diverse line of products and services while permitting Horizon to continue to focus exclusively on the provision of international and other telecommunications services to its customers. Applicants accordingly submit that the public interest, convenience and necessity would be served by a grant of this Joint Application. L THE PARI1ES A HOR1Z( Horizon is a privately-held company incorporated under the laws of the State of Michigan. Its executive offices are located at 2598 Lansing Road, Charlotte, Michigan, 48813. Horizon is authorized, pursuant to authority granted by the Commission in FCC File No. ITC-97- 038, effective March 7, 1997, to provide global international telecommunications services / between the United States and international points through resale of the international switched voice services of U.S. facilities-based carriers. Horizon is not affiliated with any U.S. facilities-based, carriers whose services it resells, and is not affiliated with a foreign carrier. Horizon is not directly or indirectly owned by a foreign government, a foreign Post, Telephone or Telegraph administration ('PiT'), a foreign telecommunications or telecommunications-related service provider, including any provider of long distance communications satellite or microwave communications, cable television or broadcasting services, data processing, information databases or consulting services. No employee, agent, or representative of any of the foregoing telecommunications entities sits on the Board of Directors of Horizon. Horizon is therefore not a foreign telecommunications -2-

entity as defined by the Commission in its decisions in International Competitive Carrier Policies, 102 F.C.C. 2d 812 (1985), recon. denied, 60 Rad. Reg. 2d (P&F) 1435 (1986), and is authorized to provide international service pursuant to the streamlined regulatory requirements established for non-dominant international carriers in International Competitive Carrier Policies. Exhibit A hereto contains information regarding officers, directors and holders of 10% or greater ownership interests in Horizon. Other information concerning Horizon's legal, technical, and financial qualifications to provide service was submitted with Horizon's application for Section 214 international authority filed with the Commission in FCC File No. ITC-97-038, and is, therefore, already a matter of record at the Commission. B. Voyager Voyager is a privately-held company incorporated under the la of the State of Michigan. Its executive offices are located at 4660 South Hagadom Road, Suite 320, East Lansing, Michigan, 48823. Voyager does not provide regulated telecommunications services. Voyager is not affiliated with any U.S. facilities-based carriers; nor is it affiliated with any foreign carriers. Voyager is not directly or indirectly owned by a foreign government, a foreign Post, Telephone or Telegraph administration ("PTF'), a foreign telecommunications or telecommunications-related service provider, including any provider of long distance communications satellite or microwave communications, cable television or broadcasting services, data processing, information databases or consulting services. No employee, agent, or representative of any of the foregoing telecommunications entities sits on the Board of Directors of,Voyager. Voyager is therefore not a foreign telecommunications entity as defined by the 3

Commission in its decisions in International Competitive Carrier Policies, 102 F.C.C. 2d 812 (1985), recon. denied, 60 Rad. Reg. 2d (P&F) 1435 (1986). Exhibit A hereto also contains infomiation regarding officers, directors and holders of 10% or greater ownership interests in Voyager. In its first five years of operation, Voyager has positioned itself as one of the principal internet service providers in the states of Michigan and Illinois, with over 31,000 customers. The company has 34 points of presence located in those two states with several thousand data circuits and telephone lines. Additionally, Christopher P. Torto, Chief Executive Officer of Voyager, has nearly a decade of experience in diverse telecommunications fields including the internet and cable television arenas. Voyager's Chief Operating Officer, Michael Williams, has gained valuable telecommunications experience in the cellular field and has held positions with both Nextel and McCaw Communications. Glenn Friedly, Chairman of the Board of Voyager, the principal shareholder of Michigan cable television company Horizon Cablevision, possesses extensive telecommunications lmo'vledge and has taken an active interest in the development and growth of Horizon. IL THE WANSACII(1' In accordance with a "Stock Purchase Agreement" (a copy of which is attached hereto as Exhibit B) by and between Horizon Cable I Limited Partnership, the shareholders of which in the aggregate hold 100% of the stock of Horizon, and Voyager Information Networks, Inc., all issued and outstanding stock of Horizon will be acquired by Voyager. Thereafter, Horizon will be a wholly-owned subsidiary of Voyager. No change will occur in the operation of, Horizon. The same individuals will continue to act in senior management and operational 4

capacities and Horizon will continue to provide service to its customers as authorized by the Commission pursuant to grant of authority in File No. ITC-97-038. ILL PUBUC INIEREST C(1SIDERAT[(]NS Consummation of the transfer of control of Horizon and Voyager will allow Voyager to realize certain corporate financial and administrative efficiencies. More critically, the transfer of control of Horizon to Voyager will enable Voyager to provide a more diverse line of products and services wiile permitting Horizon to continue to focus exclusively on the provision of international and other telecommunications services to its customers. Accordingly, the Applicants submit that the public interest, convenience and necessity would be served by a grant of this Joint Application. This transfer of control will not in any way adversely impact competition or tend to create a monopoly in any line of commerce. lv. INFORMATRIN REQUIRH) BY SECIION 63.18 In support of Voyager's and Horizon's request for authorization,, the following information is submitted pursuant to Section 63.18 of the Commission's Rules, 47 C.F.R § 63.18: (a) Name and Address of Applicants: Transferor Horizon Telecommunications, Inc. 2598 Lansing Road Charlotte, MI 48813 Telephone: (517) 543-1245 Facsimile: (517) 543-8057 5

Transferee Voyager Information Networks, Inc. 4660 South Hagadom Road Suite 320 East Lansing, MI 48823 Telephone: (517) 324-8940 Facsimile: (517) 324-8965 (b) Both Horizon and Voyager are privately-held entities incorporated under the laws of the State of Michigan. (c) Correspondence concerning this application should be sent to: For Horizon: Horizon Telecommunications, Inc. 2598 Lansing Road Charlotte, Ml 48813 ATI'N: Angie Sanbom For Voyager: / Voyager Information Networks, line. 4660 South Hagadom Road Suite 320 East Lansing, Ml 48823 AYFN: Christopher P. Torto With a copy to: Hunter Communications Law Group, P.C. 1620 I Street, N.W., Suite 701 Washington D.C. 20006 Telephone: (202) 293-2500 Facsimile: (202) 293-2571 Attention: Charles C. Hunter (d) Horizon is authorized to operate as a nondominant domestic interstate common carrier pursuant to Section 63.07 of the Commission's Rules, 47 C.F.R §63.07, and the policies announced by the Commission in its Second Report and Order in -6-

Policy and Rules Concerning Rates for Competitive Common Carrier Services and Facilities Therefor.' Horizon is further authorized to operate as a nondominant international carrier pursuant to streamlined regulatory requirements. , FCC File No. ITC-97-038, effective March 7, 1997, and International Competitive Carrier Policies, 102 F.C.C. 2d 812 (1985), recon. denied, 60 Rad. Reg. 2d (P&F) (1986). Voyager does not provide regulated telecommunications services. (e) The authorization sought in this Joint Application will effect a transfer of control of Horizon to Voyager, through the acquisition by Voyager of all issued and outstanding stock of Horizon Cable I Limited Partnership, the shareholders of which in the aggregate hold 100% of the issued and outstanding stock of Horizon. The authority granted to Horizon pursuant to Section 214 to provide global international services under FCC File No. ITC-97-038 will remain in Horizon, which will continue to provide international services to Horizon, customers pursuant to tariffs on file with the Commission. As required by Section 63.18(e) of the Commission's Rules, 47 C.F.R §63.18(e), Applicants have provided the requisite information concerning both Horizon and Voyager in items (a) through (d) above. 1 91 F.C.C.2d 187 (1982), recon. denied, 93 F.C.C.2d 54(1983), Third Report and Order, 48 Fed. Reg. 46,791 (1983), Fourth Report and Order, 95 F.C.C.2d 554 (1983), rev'd and remanded sub nom.., American Tel. & Tel. v. FCC, 978 F.2d 4 7272 (D.C.Cir. 1992), cert. denied, S.Ct. Docket # 92-1684, 61 U.S.L.W. 3853 (June 21, 1993), Fifth Report and Order, 98 F.C.C.2d 1191(1984), Sixth Report and Order, 99 F.C.C.2d 1020 (1985), rev'd and remanded sub nom., MCI Telecommunications Corp. v. FCC, 765 F.2d 1186 (D.C.Cir. 1985). -7-

Does not apply. Does not apply. Pursuant to Section 63.18(h) of the Commission's Rules, 47 C.F.R §63.18(h), Voyager certifies that it is not, and has no affiliation with a foreign carrier, as those terms are defined in §63.18(h)(1)(i) and (ii), respectively, 47 C.F.R §63.18(h)(l)(i), (ii). Ownership information regarding holders of ten percent (10%) or greater interests in Voyager is attached hereto as Exhibit A. (i) Voyager certifies that it has not agreed to accept special concessions, as defined in §63.18(i)(1), 47 C.F.R §63.18(i)(1), directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flows between the U.S. and any foreign country wiuich Horizon may serve under authority granted under Section 214. Voyager further certifies that it will not enter into such agreements / in the future. (j) In accordance with the Anti-Drug Abuse Act of 1988, see 21 U.S.C. §853a, the certifications of Horizon and Voyager are attached hereto in Exhibit C. S 47 C.F.R §1.2001, t q. 8

V. CCLUSIU4 For the reasons stated above, Horizon and Voyager submit that the public interest, convenience and necessity would be furthered by grant of this Joint Application for consent to the pro forma transfer of control of Horizon to Voyager. Respectfully submitted, HORiZON TELECOMMUNICATIONS, INC. VOYAGER INFORMATION NE1MORKS, INC. By: aries C. Hunt Catherine M Hannan Hunter Communications Law Group, P.C. 1620 I Street, N.W. Suite 701 Washington, D.C. 20006 September 1, 1998 Their Attorneys 9

EXIIIBFI S Ownership Information of Horizon Telecommunications, hic. and Voyager Infomiation Networks, c. A Stock Purchase Agreement ................................................. B Drug Certifications of Horizon Telecommunications, Inc. and Voyager Information Networks, Inc.................................... C Verifications of Horizon Telecommunications, Inc. and Voyager Information Networks, Inc................................... D /

EXIIIB1TA.1 Owneishiplnfonmfion of Honzon Telecomiminicalions, Inc.

Holdeis of Ten Pettent or Gnater Dinct or hidinct Owneiship Inteiests in Hotizon Telecomniinicalions, Inc. Name: Glenn Friedly Address: 9837 Brooks River Drive Dimondale, MT 48813 Citizenship: USA Principal Business: Telecommunications Name: Alan Baird Address: 4630 Lansing Road Lansing, MT 48917 Principal Business: Telecommunications Name: Michael Heinze Address: 400 Viking View Potterville, MI 48876 Citiizenship: USA Principal Business: Telecommunications

EX111Bf A.2 Owneiship Infonmlion of Voyager Infonmfion Netwod, Inc.

Ho1dei of Ten Penent or Gnater Dinct or Indinct Owneiship Inteists in Voyager Inforimlion Networks, Inc. Name: Glenn Friedly Name: MIC Partners Address: 9837 Brooks River Drive Address: 77 State Street Dimondale, MI 48813 Boston, MA 02109 Citizenship: USA Citizenship: Massachusetts General Partnership Principal Principal Business: Telecommunications Business: Investment Holdets of Ten Peitent or Gnater Dinct or Indinct Oieiship IntensIs in M/C Patinets Name: David D. Croll Name: James F. Wade Address: 75 State Street, Suite 2500 Address: 75 State Street, Suite 2500 Boston, MA 02109 Boston, MA 02109 Citizenship: USA Citizenship: USA / Principal Principal Business: Investment Business: Investment - Name: Stephen F. Gormley Name: John G. Hayes Address: 75 State Street, Suite 2500 Address: 75 State Street, Suite 2500 Boston, MA 02109 Boston, MA 02109 Citiizenship: USA Citizenship: USA Principal Principal Business: Investment Business: Investment Name: Christopher S. Gafihey Address: 75 State Street, Suite 2500 Boston, MA 02109 Citizenship: USA Principal Business: Investment


STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is made between HORIZON CABLE I LIMITED PARTNERSHIP, a Michigan limited partnership ("Selling Share holder°), and VOYAGER INFORMATION NETWORKS, INC., a Michigan corporation ("Buy er"). WHEREAS, the Buyer desires to purchase all of the issued and outstanding stock owned by the Selling Shareholder in HORIZON TELECOMMUNICAT IONS, INC., a Michigan corporation ("Corporation"), said shares being one hundred (100) shares of common stock of the Corporation ("Shares") at a price and upon the terms as set forth herein ; NOW THEREFORE, the parties agree as follows: 1. Purchase of Stock: Buyer shall purchase the Shares of the Corporation's stock from Selling Shareholder for a purchase price equal to One Dolla rs ($1.00) and the assumption of One Hundred Thousand Dollars ($100,000.00) of indebtedne ss currently owed to the Selling Shareholder by the Corporation. The Buyer agrees to assume saId One Hundred Thousand Dollars ($100,000.00) and aggregate said One Hundred Thousand Dollars ($100,000.00) indebtedness with the current indebtedness owed to the Selling Shareholde r by the Buyer, upon the same teims and conditions as the existing indebtedness between the Buyer and the Selling Shareholder. 2. Waxrany: The Selling Shareholder warrants that it has good and marketable title to the Shares of the Corporation to be transferred, that the Shares are 4ly paid and nonassessable, and that the Shares are free and clear of any liens or encunibrances. Selling Shareholder also warrants that there is no agreement to sell, excha nge, or transfer theShares ofthe Corporation to any individual, partnership, corporation, or other entity, except pursuant to this Agreement. Further, Selling Shareholder warrants that there are no existing options, warrants, calls or commitments of any character which are issued and outstanding which encumber or restrict the shares being sold. Selling Shareholder also warrants that it is the sole shareholderof the Corporation and that the Shares of the Corporation being sold to the Buyer pursuant to this Agreement are all of the issued and outstanding shares of stock of the Corporation. 3. Transfer of Shares: On the date of closing, the Shares which purchased by Buyer shall be transferred to the Buyer, by the Sellin are being g Shareholder executing a stock assignment separate from the stock certificate and delivering the stock assignment and certificate to• Buyer in accordance with this Agreement Date ofClosjg: Th4.e closing of the proposed transaction set forth herein shall take place at a time and place fixed by the mutual consent of the parties hereto. 5. Survival. The representations and warranties ofall parties be effective on the date hereof, on the closing date, and shall set forth herein will survive the closing.

IN WITNESS WHEREOF, the paities have caused this Agreement to be duly executed hereto as of the dates written below. BUYER: Dated: _____________ 1998 SELLING SHAREHOLDER: Dated: __________,1998 BY: GLENN FR[EDLY, Geacral Partner s2vHopzoN\2vPcHAsEirn 2

EXHIBITC.1 Thug Cerlificalion of Hoiizon Telecommunicalions. Inc.

Befon the FEDERAL (X)MMUNIC4T1(1'[S (X)MMISSION Whiiigton, D.C 20554 SECHC'4 1.2001 CERI1HCA11C On behalf of Horizon Telecommunications, Inc., and in accordance th Section 1.2001 - 1.2003 of the Commission*s Rules, 47 C.F.R § 1.2001 - 1.2003, 1 hereby certify that neither Horizon Telecommunications, Inc., nor any party to this application is subject to a denial of Federal benefits that includes Federal Communications Commission benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. S 21 U.S.C. § 8539. / CtX%1MUNICAThX'4S, INC By:L'4'H IA chael L. Heir(ze ViePesident Date:

EXHIBIT C2 Dnig Ceilificalion of Voyager Irifonmlion Netwofl, Inc.

Befon the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C 20554 SECIK1' 1,2001 ER11HCATKN On behalf ofVoyager Information Networks, Inc., and in accordance with Section 1.2001 - 1.2003 of the Commission's Rules, 47 C.F.R § 1.2001 - 1.2003, I hereby certify that neither Voyager Information Networks, Inc., nor any party to this application is subject to a denial of Federal benefits that includes Federal Communications Commission benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 8539. / VOYAGER INFORMAII(X NE1MORKS, INC By: Date: August 20, 1998

EXHIBIT D.1 Veilficalion of Honzon Telecomniinicalions. Inc.

&fon the FEDER&L COl\'IMUNIC4TEONS COMMISSION Whington, D.C 20554 STATE W MICHIGAN ) ) ss. QJJMY W FAT YERBCAJTON I, Michael L. Heinze, Vice President of Horizon Telecommunications, Inc., am authorized to make this verification on behalf of Horizon Telecommunications, Jnc. The statements made in the foregoing document are true, complete, and correct to the best of my knowledge and arc made in good faith. / HORIZa44 IUFLThIMUNICAIIQNS, INC By: -) Subscnbçd and swçrn to before me, in and for the State and County named above this cQL day of -, 1998. My Commission expires C)30_ )CO I DEBORAH LOVE Notary Pubc, Eaton Co., MI My Comm. Expires Sep. 20, 2001

EXHIBIT D.2 Veiificalion of Voyager Infonmilion Netwoil, Inc.

&fon the FEDERAL COMMUNICATIONS COMMISSION Washiigton, D.C 20554 STATE OF MICIIIG&N ) ) ss. €XXJN1Y OF EAT VERIFICATION I, Christopher P. Torto, Chief Executive Officer of Voyager Information Networks, Inc., am authorized to make this verification on behalf of Voyager Information Networks, Inc. The statements made in the foregoing document are true, complete, and correct to the best of my knowledge and are made in good faith. VOYAGER INFORMATION NEIMORKS, INC By: stopher P. Tforto Chief Executive Officer Subscribed and sworn to before me, in and for the State and County named above this 20dayof______________ 1998. NICOLE MASTROVITO NOTARY PUBLIC. EATON COUNTY, MI MCEXR 09/20/2001 Notary Public My Commission expires ____________


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