Attachment 20170124114716-517.p

20170124114716-517.p

SUPPLEMENT

Supplement

1998-11-05

This document pretains to ITC-T/C-19981105-00771 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1998110500771_1396430

Streamilined ITC—T/C—19981105—00771 CALLS FOR LESS, INC. Categories of Services for 214 Applications (Streamline/Non—streamline) ASSIGNMENT OF LICENSE q CLOBAL FACILITIES—BASED SERVICE o 9 9. 0 0A o GLOBAL FACILITIES—BASED/GLOBAL RESALE SERVICE GLOBAL RESALE SERVICE § INDIVIDUAL FACILITIES—BASED SERVICE _ INTERCONNECTED PRIVATE LINE RESALE SERVICE LIMITED GLOBAL FACILITIES—BASED SERVICE/LIMITED GLOBAL RESALE SERVICE f LIMITED CGLOBAL FACILITIES—BASED SERVICE DD%\DDDD LIMITED GLOBAL RESALE SERVICE INMARSAT AND MOBILE SATELLITE SERVICE SWITCHED RESALE SERVICE TRANSFER OF CONTROL— SUBMARINE CABLE LANDING LICENSE | ; INTERNATIONAL SPECIAL PROJECT ;. .~|,| > Description of Application:

. rommunnmmem READ INSTRUCTIONS CAREFULLY APPROVED BY OMB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION REMITTANCE ADVICE _[C""" o8 \e Mn inmmmmemmnnermmememnnmentenmeenmeul a;~ |pagein L or 1\,' 1339 Fccustouu 5 se C (1) LockBoxs 358.115 26( 1@R __ NC mofsact!. -lmmm 2) PAYER NAME(if paying by credit card, enter namo exactly asit appears on your card —-III-I (3) TOTAL AMOUNT PAID (dollars and cents) Kelley Drye & Warren LLP s 780 .00 4) STREET ADDRESS LINE NO. 1 1200 19th Street, NW, Suite 500 5) STREET ADDRESS LINE NO. 2 6) ty (7) STATE "1T& TJC —1998065—0071) (@) ZipCope Washington, DC 20036 ws, DAYTIME TELEPHONE NUMBER (Include aroa code) (10) COUNTRY CODE (if not in U.S.A.) 202—95 5—9600 LE Smo o —---I-IEL@ e 11) APPLICANT NAME(if paying by credit card, enter name exactly as it appears on Calls For Less, Inc. 12) STREET ADDRESS LINE NO. 1 725 North Derby Lane 13) STREET ADDRESS LINE NO. 2 14) CY (15) STATE (16) ziP CODE North Sioux City South Dakota 57049 17) DAYTIME TELEPHONE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.) 1—800—211—5848 Ext. 212 COMPEETESECTIONCFOREACHSERVICE,IFNIORE BOXESARENEED!'D,USE CONTINUATIONSHEETS(FDRM159—0) Aoncmmmsmmn i — e MZsA) ree cooe 1 RaA) Fec cobe 2 Heimaiiirentreateiss s ’_L iesnseruntame itaviecainievnentmenntencane TeB) Foe caLL sicnrotner in (208) PAYMENT TyPE conE (PTC) ieauamimy ~—[Gze) ree pue ror Proj in atociczos —————— [ree useonty _ T 2 2se) rce cone i ras) Fec cobe 2 [ mm I_E Enmuninmmmnsremnienremmemenmamin T9C) Fee caLL sicnioter io (20G) payMENT TyPE cooe (PTC) rierauammy |Gzo) Fee pue For (Pic) in acoci 200 ceuseoncy ['zzc) FCC CODE 1 [ _| _| : 24C) FCC CODE 2 (19D) FCC CALL SIGN/OTHER ID (Z3D) rcee cone i PAYER TIN 27) CERTIFICATION_ STATEMENT I, Marieann Z. Machida , Certify under penalty of WWHWNIM (PRINT NAME) ¢ are true and correct to the best of my knowledge, infomation and beliefSIGNATURE, MONTH YEAR rmmmmen |AUTHORIZED SIGNATURE DATE MiSA I hereby authorize the FCC to charge my VISA or MASTERCARD for the service(s)authorizations(s) herein described. rommmnmmmmmemnnmmmenmemen ommmsmmpmcos SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

KELLEY DRYE & WARREN cup A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL ASSOCIATIONS 1200 19"" STREET, N.W. NEW YORK, NY SUITE 500 FACSIMILE: LOS ANGELES, CA (202) ass—o792 WASHINGTON, D.C. 20036 MIAM1, FL CHICAGO;: IL: (202) ass—9600 stamFrorp, ct PARSIPPANY, NJ CAUSeELET SEL2IUN November 5, 1998 HONG KONG AFFILIATE OFFICES BANGKOK, THAILAND JAKARTA, INDONESIA MANILA, THE PHILIPPINES MUMBAI, INDIA TOKYO, JAPAN BY OVERNIGHT COURIER Federal Communications Commission International Bureau —— Telecommunications P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Application of CfL, L.L.C. and ILD Telecommunications, Inc. for Authority Nunc Pro Tunc to Transfer Control Dear Sir/Madam: On behalf of CfL, L.L.C. and ILDTelecommunications, Inc., enclosed for filing with the Federal Communications Commission please find an original and 5 copies of an application for authority nunce pro tunc to transfer control of Calls For Less, Inc. ("CFL") from CfL, L.L.C. to ILD Telecommunications, Inc. CFL holds a Section 214 Authorization to Provide Telecommunications Services Between the United States and International Points. Also enclosed is a check for the required $780 filing fee and a duplicate copy of this filing. Please date—stamp the duplicate upon receipt and return it to the courier. Please do not hesitate to contact me at (202) 955—9775 if you have any questions. Very truly yours, _ John A. Wenzel Law Clerk Enclosure

Before the F RAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) CfL, LL.C. ) ) Transferor, ) ) . ILD TELECOMMUNICATIO! [ ; FileNo.iTC-T{(lflqcigll()Sfi()O’ml Transferee, t ) Application for Authority Pro Tunc ) to Transfer Control of Ent »lding ) Section 214 Authorizatior ) ovide Telecommunications Serv etween ) the United States and Inte nal Points f APPL: TON FOR AUTHORITY NUNC PRO TUNC TO 1 SFER CONTROL OF ENTITYHOLDING S ON 214 AUTHORIZATION TO PROVIDE RESOLD SERVICES BETWEEN THE ED STATES AND INTERNATIONAL POINTS Pursuant to the rul he Federal Communications Commission (the "FCC" or "Commission"), 47 C.F.R 63, and Section 214 of the Communications Act of 1934, as amended ("Communications Act"), CfL L.L.C. ("CFLLC") and ILD Telecommunications, Inc. ("ILD") (collectively, "Applicants"), by their attorney, hereby submit an application for authority to transfer control of Calls For Less, Inc. ("CFL") from CFLLC to ILD. CFL is a wholly—owned subsidiary of CFLLC and is authorized to provide telecommunications services between the United States and international points. The Commission originally granted CFL authority to operate as an international resale carrier in File No. I—T—C—95—283, released May 26, 1995.

On Augzust 11, 1998, IL D ané CFL LC completed a transaction ; ursuant to which ILD acqui ed CFL by purchnsing all of CFL‘;:; issud anc outstandin z shares from CILLC.‘ Prir to the transfer of the stock of CJ°L to [LD in August, C FL hid lonz tern . debt of $1,088, }30 and very modest cash flow. In orcer to tak : advintage of of portu aities to ob‘ain ir ajor new prspaid long listar ce seivice :ccou: its, CFL helieved that it was impor ant t« upgr ide it bala: ice sheet to reflect a more stible operating environment and to access new funds for fucilities to rieet the needs of ‘hese substintial new custoiners. It ppea~red to CFL that thie sur:st wey to & ddress thes«: issucs was to fiid a compa:ible strate;ric partn»r. The merger of CFI ‘s lorg distance ; nd prepaid busin »ss in :o IL1)‘s siinilar opera ions per nits the parties to reca »italize CFI, to eliminate its long t rm dibt ar d to establish feser\ es for certain contingent liabili ies. It also proviles access t the mmediate apital necessary to put in place additior al network and s vitch capacity an 1 makes aviiilabl: to C "L th : exis ing a 1d m« re cost e ffective netwo k operated by ICS. T. iis ad lition al capacity :s urg‘ntly neede 1 to a:scomnodat: the ne w high volum:: retail distributic n acc Junts that r :present sigaifica it grc wth c pport inities for CFL. The transfer of control is tran iparer t to consun ers and will not ; dversely a: fect t ie provisioi of telecommunicaticns services,. CFL continues to exist and provides service as be fore althou:zh it i; now as a wholly owned subsidi iry of ILD Zonst mma ion of this transa :tion will n xt in iny way undermine the financial condition of ILD or its ability to continue to provide aigh juality telecommunications services to its customers through Intellicall Operator Services, Inc. ("IOS"), a wholly owned subsidiary of ILD. | CFL will continue to operate as it has in the past, pursuant to the same name, tariff and operating authority. Thus, the transfer of control will be seamless and will have no adverse impact on Diagrams depicting the transaction are appended hereto as Attachment A.

CFL‘s customers. On the contrary, CFL‘s access to ILD‘s capital, economies of scale, and various service offerings will enable it to improve its services to both existing and new customers. ILD and CFLLC respectfully request that this Application be subject to streamlined processing. According to the FCC‘s fee schedule, Fee Code CUT, a check in the amount of $780.00 is attached. Pursuant to Section 63.18(e)(5)of the Commission‘s Rules, the Applicants submit the following information: (a) The names and addresses of the Applicants are: CFL LLC. 725 N. Derby Lane P.O. Box 1550 North Sioux City, South Dakota 57049 ILD TELECOMMUNICATIONS, Inc. 14651 Dallas Parkway, Suite 905 Dallas, TX — 75240 (b) CFLLC is incorporated under the laws of the state of South Dakota. ILD is a Delaware corporation. CFL is incorporated in the state of Nebraska. (c) Correspondence concerning this Application should be sent to: Marieann Z. Machida KELLEY, DRYE & WARREN LLP 1200 19th Street, N.W., Suite 500 Washington, D.C. 20036 Copies of any correspondence should also be sent to the following designated representatives of the Applicants:

For ILD: For CFLLC and CFL: B. Reid Presson, Jr. Teresa M. Anderson Asst. Secretary Regulatory Affairs & Compliance Mgr. ILD TELECOMMUNICATIONS, INC. CALLS FOR LESS, INC. 14651 Dallas Parkway, Suite 905 725 N. Derby Lane Dallas, TX — 75240 P.O. Box 1550 North Sioux City, South Dakota 57049 (d) CFLLC is not currently subject to Section 214 of the Communications Act. CFL is currently subject to Section 214 of the Communications Act as an international resale common carrier. The Commission originally granted CFL authority to operate as an international resale carrier in File No. I-T—C-\95-283, released May 26, 1995 . ILD is not currently subject to Section 214. However, ILD‘s primary operating subsidiary, IOS, is currently subject to Section 214. (e) Pursuant to this Application, CFLLC seeks authorization to transfer control of CFL, an international resale commoncarrier, to ILD. (£) N/A. (g) N/A. (h) CFLLC and ILD certify that they have no affiliation with a foreign carrier as defined in . Section 63.1 8(h); ILD is a Delaware corporation headquartered at 14651 Dallas Parkway, Suite 905, Dallas, Texas 75240. The name, address, citizenship and principal business of ILD‘s ten percent or greater shareholders are: Intellicall, Inc. 2155 Chenault, Suite 410 Carrollton, TX 75006

Triad —ILD Partners, L.P. C/o Michael Lewis 1300 Sawgrass Village Circle, Ste. 5 Ponte Vedra Beach, Florida 32082 Morris Telecommunications, LLC 27 Abercorn Street Savannah, Georgia 31401 466 Lexington Avenue New York, New York 10017 All three shareholders listed above are U.S. compaJnjes.\.\ In’telli.cal_l_, Inc. designs, manufactures and sells public access telecommunications equipment, and provides, directly or through a subsidiary, local, long distance and operator services, principally to payphone owners and telephone companies in the United States and in developing countries. Both Triadrand Morris are investment companies. No officer, director or 10% or greater owner of ILD is an officer or director of any other carriers. No applicant or party to this application, includingIntellicall, Inc., Triad —ILD Partners, L.P. and Morris Telecommunications, LLC, has any affiliation with any U.S. carrier whose facilities will be resold, directly or indirectly, by IOS. ) Neither CFLLC nor ILD has accepted special concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flows between the U.S. and any foreign country which they serve. The Applicants certify that they will not enter into such agreements in the future. G) Please see attached Certification of Transferee. (k) This application qualifies for streamlined processing notwithstanding the fact that it is being submitted nune pro tunc. This Application is eligible for streamlined processing

because ILD is not affiliated with any foreign carriers and is not subject to any of the other exceptions listed under Section 63.12(c). CONCLUSION In light of the foregoing, CFLLC and ILD respectfully submit that the public interest, convenience and necessity would be served by the transfer of control of CFL from CFLLC to ILD. Respectfully submitted, CFL, L.L.C. and ILD TELECOMMUNICATIONS, INC. Marieann Z. Machida KELLEY, DRYE &WARREN LLP 1200 19th Street, N.W., Suite 500 Washington, D.C. 20036 (202) 955—9600 Their Attorney DATED: November 5, 1998

Attachment PRE—TRANSFER OF CONTROL ILD Telecommunications, C1L, LL.C. Inc. Intellicall Calls For Operator Less, Inc. Services, Inc.

TRANSFER OF CONTROL ILD $2.5 Million Telecommunications, CHL, L.L.C. Inc. Intellicall 100% of Outstanding Shares Calls For Operator Less, Inc. Services, Inc.

POST—TRANSFER OF CONTROL ILD Telecommunications, Inc. Intellicall \Calls For Operator Less, Inc. Services, Inc.

VERIFICATION I am authorized to represent Calls for Less, Inc. and CfL, LL.C. and to make this statement on their behalf. I have read the foregoing document and hereby attest that the information set forth therein is true and correct to the best of my knowledge, except such information as is stated therein upon information and belief. As to that information, I believe it also to be true. I so declare under penalty of perjury. Calls for Less, Inc. and CfL, L.L.C. y=—37 <QV=~ Name: T1m othwones Title:_Vice President Date:_October 23, 1998 Sworn and subscribed to Before me this _23rd Day of tober 1998 otary Public My Commission expires:_February 5, 2001 (Seal)

CERTIFICATION OF APPLICANT On behalf of ILD Tel2scommunications, Inc. ("ILD"), and in accordance with Sections 1.2)01—1.2003 of the Commission‘s rules, 47 C.F.R. §§ 1.2001—1.2003, I hereby certify that nei her ILD, its officers and directors, or any party with a five percent or greater interest in JLI ) is s 1bject to a denial of the Federal benefits requested herein pursuant to Section 5301 of the Anii—Drug Abuse Act of 1988. See 21 U.S.C. § 862. I further certify, under penalty of perjury, that I have read the foregoing document and that the statements therein are true, complete and correct to the best of my knowledge, except : s to statements therein which are stated upon information and belief. As to those statements, I believe them to be true. ILD TELECOMMUNICATIONS, INcC. Bfié@%% a nmoode Menliceas (y d _ Title:____ FZCY s Date: /0/4/75/ Sworn and subscribed to before me this 4& day of @gflj q _/, 1998. Notary Public My Commission expires: \—1 ’7 'C‘Q\ C. KELLENE KLEIN z Notary Public, State of Texas / My Commission Expires 01—17—99

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