Attachment Attachment 1

This document pretains to ITC-T/C-20190305-00087 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2019030500087_1633742

                                           Attachment 1

                                    Answer to Question 10

Rule 63.18(c): The names, titles, addresses, phone numbers, fax numbers, and e-mail addresses
of the officers and other contact points to whom correspondence concerning this application is to
be addressed are as follows:

       Transferor:

              Richard N. Gill, President
              CP-TEL, Holdings, Inc.
              P.O. Box 777
              Natchitoches, LA 71458
              Tel: (318) 352-0014

       With a copy to counsel:

              J. Mark Miller
              P.O. Box Drawer 1288
              Natchitoches, LA 71458
              Tel: (318) 352-4559

       Transferee:

              Trent D. Boaldin, President
              Epic Touch Co., Inc.
              6601 Westlake Blvd
              Oklahoma City, OK 73142
              Tel: (405) 503-7122

       With a copy to counsel:

              Tony S. Lee
              Fletcher, Heald & Hildreth
              1300 N. 17th Street
              Suite 1100
              Arlington, VA 22209
              Tel: (703) 812-0442
              Fax: (703) 812-0486
              lee@fhhlaw.com

Rule 63.18(d) Authority Held by Applicants:

        CP-TEL Network Services, Inc. (“CPTN”): CPTN is authorized pursuant to Section
214 of the Act and Section 63.18 of the Commission’s rules to provide global or limited global


resale services between the United States and all authorized international points. See File No.
ITC-214-20001222-00758. CPTN also holds blanket domestic Section 214 authority.

       Campti-Pleasant Hill Telephone Co., Inc. (“Campti”): Campti holds blanket domestic
Section 214 authority.

                                     Answer to Question 11

        In response to Sections 63.04(a)(4) and 63.18(h), the following entities will hold a 10%
or greater direct or indirect ownership interest in the transferee, Epic Touch, pre- and post-
transaction:

       (1)     Bob Boaldin Irrevocable Epic Trust
               610 S. Cosmos Street
               Elkhart, KS 67950
               Percent of Equity Interest Held: 49.55%
               Country of Citizenship: US
               Principal Business: Investments
               Trustee: Trent Boaldin
               Trustee Citizenship: US
               Trustee Principal Business: Telecommunications/Attorney
               Beneficiaries (in equal shares): Trent Boaldin (US) and Roxanna (Boaldin)
               Grimes (US)

       (2)     Dian Boaldin Irrevocable Epic Trust
               610 S. Cosmos Street
               Elkhart, KS 67950
               Percent of Equity Interest Held: 49.55%
               Country of Citizenship: US
               Principal Business: Investments
               Trustee: Harvey Sorenson
               Trustee Citizenship: US
               Trustee Principal Business: Attorney
               Beneficiaries (in equal shares): Trent Boaldin (US) and Roxanna (Boaldin)
               Grimes

        In response to Section 63.04(a)(4), the following entities presently hold a 10% or greater
direct ownership interest in transferor CP-TEL (Note: Following consummation of the proposed
transaction, Epic Touch will hold 100% of the stock of CP-TEL):

       (1)   Richard N. Gill
             195 St. Charles Street
             Natchitoches, LA 71457
             Percent of Equity Interest Held: 63.25%
             Country of Citizenship: US
             Principal Business: Telecommunications


       (2)     Michael Lawrence Gill Estate
               195 St. Charles Street
               Natchitoches, LA 71457
               Percent of Equity Interest Held: 26.2%
               Country of Citizenship: US
               Principal Business: Estate
               Executor: Richard N. Gill (see above for information on Richard N. Gill)

                                      Answer to Question 12

             Applicants do not have any interlocking directorates with foreign carriers.

                                      Answer to Question 13

        Pursuant to a February 25, 2019 Stock Purchase Agreement (“Agreement”) Epic Touch
will purchase all of CP-TEL’s stock. Post-transaction, Epic Touch will own one hundred percent
(100%) of the issued and outstanding CP-TEL stock and will control CP-TEL and its wholly-
owned subsidiaries. Regulatory approval is a condition to close the proposed transaction.
Accordingly, the CP-TEL entities and Epic Touch respectfully request that the Commission
move as expeditiously as possible in considering this application. Upon completion of the
proposed transaction, CP-TEL will be a wholly-owned direct subsidiary of Epic Touch, and
Campti and CPTN will be wholly-owned indirect subsidiaries of Epic Touch through CP-TEL.

        The proposed transaction will be completely transparent to Campti and CPTN’s
customers. Key personnel from CP-TEL will remain in a management position at the company
post-transaction, and Campti and CPTN will continue to serve their Louisiana customers in the
same geographic service areas and under the same company names, rates, terms, and conditions
as currently provided. Campti and CPTN will also retain their current authorizations and day-to-
day operations. Thus, the CP-TEL companies will continue to be operated by highly
experienced, well-qualified management and technical personnel, and Campti and CPTN’s
customers will not experience any discontinuance, reduction, loss, or impairment of service.

        In addition, Applicants provide the following narrative responses pursuant to Section
63.18(i)-(o) and 63.24(e)(2).

       63.18(i)     Applicants certify that they are not foreign carriers within the meaning of
                    Section 63.09(d) of the Commission’s Rules, nor is it affiliated with a foreign
                    carrier within the meaning of Section 63.09(e) of the Commission’s Rules.

       63.18(j)     Applicants certify that they do not seek to provide international
                    telecommunications services to any destination country where: (i) any
                    Applicant is or controls a foreign carrier; (ii) any entity that owns more than
                    25 percent of any Applicant or controls any Applicant controls a foreign
                    carrier in that country; or (iii) two or more foreign carriers (or parties that
                    control foreign carriers) own, in the aggregate, more than 25 percent of any
                    Applicant and are parties to, or the beneficiaries of, a contractual relation


                   affecting the provision or marketing of international basic
                   telecommunications services in the United States.

       63.18(n)    Applicants certify that they have not agreed to accept special concessions
                   directly or indirectly from any foreign carrier with respect to any U.S.
                   international route where the foreign carrier possesses market power on the
                   foreign end of the route and will not enter into such agreements in the future.

       63.18(o) Applicants certify that, pursuant to Sections 1.2001 through 1.2003 of the
                Commission’s Rules, that they are not subject to a denial of Federal benefits
                pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988.

                                     Answer to Question 20

        The Applicants request streamlined processing of this Application. They qualify for
streamlined processing because no part of Section 63.12(c)(1) or (2) applies to any Applicant.
The Applicants are not affiliated with a foreign carrier, and no Applicants seek authority to resell
the international switched or private line services of any affiliated dominant U.S. carrier.



Document Created: 2019-03-05 16:38:11
Document Modified: 2019-03-05 16:38:11

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