Attachment 20170117160535-730.p

20170117160535-730.p

SUPPLEMENT

Supplement

1998-10-06

This document pretains to ITC-TAO-19981006-00708 for Temporary Authority on a International Telecommunications filing.

IBFS_ITCTAO1998100600708_1396087

SWIDLER BERLIN SHEREFF FRIEDMAN, LLP WASHINGTON OffIcE C - NEWYORKOffICE 3000 K STREET, N SUITE 300 919 THIRD AVENUE WASHINGTON, DC 20007-5116 NEW YORK, NY 10022-9998 TELEPHONE (202) 424-7500 October 6, 1998 TELEPHONE (212) 758-9500 FACSIMILE (202) 424-7647 FACSIMILE (212) 758-9526 .11arrflr VIA COURIER rrited wi 21 t Magalie Roman Salas, Esq. Secretirv te: Federal Communications Commission 19, International Bureau, Telecommunicatio by: P.O. Box 358115 Pittsburgh, Pennsylvania 15251-5115 Attn: Joanna Lowry Re: Request for Special Temporary Authority for UniDial Holdings, Inc. to Acquire Metracom Corporation Dear Secretary Salas: UniDial Holdings, Inc. ("UniDial") and Metracom Corporation ("Metracom") (together the "Parties"), by their undersigned counsel and pursuant to Section 63.04 of the Commission's Rules, 47 C.F.R. § 63.04, hereby request Special Temporary Authority ("STA") to permit Metracom to continue to provide the international services during the pendency of the Parties' underlying Section 214 application. As fully described in that application, attached hereto, the Parties seek authority for UniDial to acquire Metracom through a forward subsidiary merger. The proposed acquisition will be accomplished through a transaction whereby Metracom will merge with and into a wholly owned acquisition subsidiary of UmDial, Metracom Acquisition Corp. ("Metracom Acquisition"), which will then change its name to Metracom Corporation. Following the proposed transaction, Metracom will be a wholly owned subsidiary of UniDial that continues to operate under the Metracom name. Accordingly, the transaction will be virtually transparent to Metracom's customers. UniDial is a newly created holding company organized under the laws of the State of Delaware. UniDial Holdings was created in conjunction with the on-going reorganization of the UniDial companies. Following the completion of the proposed reorganization, UniDial Communications, Inc. ("UniDial Communications" formerly UniDial Incorporated), the UniDial operating company will become a wholly owned subsidiary of UniDial. UniDial Communications is authorized to provide resold international telecommunications services pursuant to Section 214

FC OCT 0 61998 SWIDLER BERLIN SHEREFF FRIEDMAN, LLP WASHINGTON OFFICE NEW YORK OFFICE 3000 K STREET, NW, Suim 300 919 THIRD AVENUE WASHINGTON, DC 20007-5 116 NEW YORK, NY 10022-9998 TELEPHONE (202) 424-7500 October 6, 1998 TELEPHONE (212) 758-9500 FACSIMILE (202) 424-7647 FACSIMILE (212) 758-9526 VIA COURIER Magalie Roman Salas, Esq. Secretary Federal Communications Commission International Bureau, Telecommunications P.O. Box 358115 Pittsburgh, Pennsylvania 15251-5115 Attn: Joanna Lowry Re: Request for Special Temporary Authority for UniDial Holdings, Inc. to Acquire Metracom Corporation Dear Secretary Salas: UniDial Holdings, Inc. ("UniDial") and Metracorn Corporation ("Metracom") (together the "Parties"), by their undersigned counsel and pursuant to Section 63.04 of the Commission's Rules, 47 C.F.R. § 63.04, hereby request Special Temporary Authority ("STA") to permit Metracom to continue to provide the international services during the pendency of the Parties' underlying Section 214 application. As ftilly described in that application, attached hereto, the Parties seek authority for UniDial to acquire Metracom through a forward subsidiary merger. The proposed acquisition will be accomplished through a transaction whereby Metracom will merge with and into a wholly owned acquisition subsidiary of UniDial, Metracom Acquisition Corp. ("Metracom Acquisition"), which will then change its name to Metracom Corporation. Following the proposed transaction, Metracom will be a wholly owned subsidiary of UniDial that continues to operate under the Metracom name. Accordingly, the transaction will be virtually transparent to Metracom's customers. UniDial is a newly created holding company organized under the laws of the State of Delaware. UniDial Holdings was created in conjunction with the on-going reorganization of the UniDial companies. Following the completion of the proposed reorganization, UniDial Communications, Inc. ("UniDial Communications" formerly UniDial Incorporated), the UniDial operating company will become a wholly owned subsidiary of UniDial. UniDial Communications is authorized to provide resold international telecommunications services pursuant to Section 214

Magalie Roman Salas, Esq. October 6, 1998 Page 2 authorization issued by the Commission on November 3, 1993.1/ UniDial Communications is also authorized to provide intrastate interexchange telecommunications service on a resold basis pursuant to a certificate of public convenience, tariff, registration, or on a deregulated basis in 48 states. The STA requested herein is necessary to ensure that critical facilities will not go unused and to avoid significant interruptions in service. As demonstrated by the pending application, the Parties are aware that prior Commission approval is required before Metracom may assign its Section 214 authorization to Metracom Acquisition. For various financial and operational reasons, however, the Parties now understand that expedited completion of the transaction may be necessary. Failure to gain Special Temporary Authority to complete the transaction could therefore impede the ability of the Parties to provide cost-effective service and thereby seriously prejudice the public interest. Grant of the relief requested herein, on the other hand, will enhance the ability of Metracom to provide international services. After the final completion of the proposed transaction, many of the existing management and operations staff will continue to oversee the day-to-day operations of the Parties' operations. Thus, Metracom will continue to provide high quality, affordable services. The proposed transaction will not cause inconvenience or confusion to Metracom' s customers but rather will allow the Parties to realize certain critical operational, technical and managerial economies of scale. Indeed, the transaction will be virtually transparent to Metracom's customers. In the long term, approval of the transfer will permit UniDial and Metracom to realize significant economic and marketing efficiencies and, as a result, compete more effectively in the international telecommunications marketplace. By enhancing Metracom's ability to continue providing high quality, low-cost telecommunications services, the proposed transaction will promote competition in the international services marketplace and, thereby, benefit the public interest. Grant of the requested STA, therefore, will more quickly promote competition among international carriers by enabling Metracom to significantly improve its long term ability to provide such services and to respond to market forces and developments in the international telecommunications marketplace. Accordingly, for both immediate and long term compelling business reasons, the Parties respectfully request an STA so that they may proceed to complete the proposed transaction. Under these extraordinary circumstances, the Parties respectfully request Special Temporary Authority under Section 214 to continue to provide international services as currently authorized. The Parties acknowledge that grant of this request will not prejudice action by the Commission on the Parties' pending application for permanent authority to complete the transaction and that any 1' UniDial Incorporated, FCC File No. ITC-93-3 17 (Nov. 3, 1993). On June 10, 1998, the Commission approved the pro forma transfer of control ofUniDial Conmiunications to UniDial through its grant stamp procedure. See FCC File No. ITC-98-411-TC.

Magalie Roman Salas, Esq. October 6, 1998 Page 3 authority granted pursuant to this request is subject to cancellation or modification upon notice, but without a hearing. As required by the Commission's rules, a filing fee in the amount of $780.00 is included with this STA request. Please direct any inquiries regarding this filing to the undersigned. Respectfully submitted, Nancy Killien Spooner Edward S. Quill, Jr. Counsel for the Parties Attachment 254010.1

Exhibit A Transfer Application

Before the FEDERAL COMMUN ICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of ) ) UNIDIAL HOLDINGS, INC. ) ) and ) ) File No. I-T-C- METRACOM CORPORATION ) ) Application for authority pursuant to ) Section 214 Communications Act of 1934, ) as amended, for merger of authorized ) international carrier and assignment ) of Section 214 authorization ) JOINT APPLICATION UniDial Holdings, Inc. ("UniDial") and Metracom Corporation ("Metracom")(collective!y "Applicants'), by their undersigned counsel, hereby request approval pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.18 of the Commission's Rules, 47 C.F.R. § 63.18, of a transaction whereby UniDial will acquire Metracom ("Transaction"). Metracom is a nondominant carrier authorized to provide resold and facilities-based international message telecommunications services. UniDial's subsidiary, UniDial Communications, Inc. ("UniDial Communications") also holds "global" international resale Section 214 authority. Following the proposed transaction, Metracom will continue to operate as a separate entity providing telecommunications services under the rates, terms and conditions of its existing international tariff. Metracom's key management personnel and operations will not change as a result of this Transaction. Consequently, the Transaction will be completely transparent to Metracom's customers. Those customers will continue to receive the same high quality cost-

efficient services that they currently receive. As a result of this Transaction, Metracom will gain access to the capital necessary to finance Metracom's on-going operations, thereby allowing Metracom to remain competitive in the industry. Applicants submit the following information in support of this Joint Application: I. THE PARTIES A. UniDial Holdings, Inc. ("UniDial") UniDial is a newly created holding company organized under the laws of the State of Delaware. UniDial Holdings was created in conjunction with the on-going reorganization of the UniDial companies. Following the completion of the proposed reorganization, UniDial Communications, Inc. ("UniDial Communications" formerly UniDial Incorporated), the UniDial operating company will become a wholly owned subsidiary of UniDial. UniDial Communications is authorized to provide resold international telecommunications services pursuant to Section 214 authorization issued by the Commission on November 3, 1993)J UniDial Communications is also authorized to provide intrastate interexchange telecommunications service on a resold basis pursuant to a certificate of public convenience, tariff, registration, or on a deregulated basis in 48 states. UniDial has the technical, managerial and financial resources necessary to acquire Metracom. Upon consummation of the proposed transaction, Metracom's operations will be overseen by a management team that, by virtue of its continuing involvement with UniDial Communications' operations, has obtained extensive telecommunications experience. Moreover, UniDial Incorporated, FCC File No. ITC-93-317 (Nov. 3, 1993). On June 10, 1998, the Commission approved the pro forma transfer of control of UniDial Communications to UniDial through its grant stamp procedure. See FCC File No. ITC-98-411-TC. For the Commission's convenience, a copy of the reorganization approval is provided in Exhibit A. 2

UniDial has access to extensive financial resources. In 1997, UniDial Communications, had operating gross revenues in excess of $112 million and assets in excess of $30 million. B. Metracom Corporation ("Metracom") Metracom is a privately held corporation organized under the laws of the Commonwealth of Massachusetts with principal offices located at 210 South Street, Boston, MA 02111. Metracom is authorized to provide international facilities-based and resale services by virtue of Section 214 authority issued by the Commission on June 19, 1998k Metracom is also authorized to provide telecommunications services as a reseller in 21 states pursuant to a certification, tariff, registration or deregulated basis. Metracom is also authorized to provide resold competitive local exchange services in four states. II. REOUEST FOR AUTHORITY FOR UNIDIAL TO ACOUIRE METRACOM UniDial and Metracom have determined that they can realize significant economic and marketing efficiencies by establishing Metracom as a direct, wholly owned subsidiary of UniDial. Accordingly, UniDial and Metracom have executed an Agreement and Plan of Merger ("Agreement"), through which Metracom will merge with and into a newly created UniDial acquisition subsidiary, Metracom Acquisition Corp. ("Metracom Acquisition"), that will then change its name to Metracom Corporation. Upon completion of the proposed transaction, Metracom will be a wholly owned subsidiary of UniDial. Although the proposed transaction will result in a change in the ownership of Metracom, the transaction will not involve a change in the manner in which Metracom provides service to its 2/ Metracom Corporation, File No. ITC-98-345 (Jun. 19, 1998). 3

international customers. Specifically, Metracom will continue to provide high quality, affordable resold service to its international customers pursuant to its Section 214 authority and international tariff on file with the Commission.' Moreover, Metracom will continue to be led by a team of well- qualified telecommunications managers, comprised, in large part, of existing Metracom personnel. As a result, the proposed transaction will not adversely impact Metracom's operations. Indeed, the proposed transaction will be virtually transparent to Metracom's customers in terms of the rates, terms and conditions of services those consumers receive. III. PUBLIC INTEREST CONSIDERATIONS UniDial's acquisition of Metracom serves the public interest in promoting competition among telecommunications carriers by providing UniDial and Metracom the opportunity to strengthen their respective positions in the competitive telecommunications marketplace. The Transaction invigorates competition by enabling UniDial and Metracom to pursue their respective marketing and business plans more effectively by combining the Applicants' financial and technical resources. Moreover, the Transaction combines the complementary managerial skills, background, and experience of UniDial and Metracom in providing telecommunications services to the public. Applicants believe that the business combination has resulted in a company better equipped to accelerate its growth as a competitive telecommunications service provider. In addition, the Transaction allows Applicants to manage their telecommunications operations more efficiently, thereby enhancing Applicants' operational flexibility and efficiency as well as their financial viability. The Transaction, therefore, ensures that Metracom can continue to provide high quality Similarly, UniDial Communications will continue to provide services to its international customers under its existing service agreements and pursuant to its own grant of authority and tariff. 4

and innovative telecommunications services to Metracom's existing customers and furthers competition in the international telecommunications service market. In sum, the proposed acquisition benefits the public interest by enhancing the ability of UniDial and Metracom to offer compethively priced services to their respective customers. IV. INFORMATION REOUIRED UNDER SECTION 63.18 The following information is submitted, as required by Section 63.18 of the Commission's Rules, 47 C.F.R. §63.18, in support of Applicants' request for authorization. (a) Names, addresses and phone numbers of Applicants: UniDial Holdings, Inc. One Corporate Center 9931 Corporate Campus Drive Louisville, KY 40223 (888) 398-3425 (Tel) (502) 426-2257 (Fax) Metracom Corporation 210 South Street, 9th Floor Boston, MA 02111 (617) 912-8898 (Tel) (617) 912-8844 (Fax) (b) UniDial is a corporation organized under the laws of the State of Delaware. Metracom is a corporation currently organized under the laws of the Commonwealth of Massachusetts. UniDial and Metracom have executed an Agreement through which Metracom will merge with and into a newly created UniDial acquisition subsidiary, Metracom Acquisition, a corporation organized under the laws of the State of Delaware, that will then change its name to Metracom Corporation. 5

(c) Correspondence concerning this application should be sent to: Nancy Killien Spooner, Esq. Edward S. Quill, Esq. Swidler Berlin Shereff Friedman, LLP 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 202/424-7500 (Tel) 202/424-7645 (Fax) with copies'to: John Grieve UniDial Holdings, Inc. One Corporate Center 9931 Corporate Campus Drive Louisville, KY 40223 (888) 398-3425 (Tel) (502) 426-2257 (Fax) and: Heather Bogaty Metracom Corporation 210 South Street, 9th Floor Boston, MA 02111 (617) 912-8898 (Tel) (617) 912-8844 (Fax) (d) Metracom holds Section 214 authority, granted by the Commission on June 19, 1998, to operate as a global international facilities-based/global resale carrier of switched telecommunications services. See FCC File No. ITC-98-345. UniDial does not hold Section 214 authority. Following the completion of the proposed reorganization described above, however, UniDial will be the immediate and ultimate parent of UniDial Communications, an operating company that holds global international resale Section 214 authority. See FCC File No. ITC-93-317. A complete description of the proposed reorganization is provided in the approved application contained in Exhibit A. (e) UniDial and Metracom have executed an Agreement through which Metracom will merge with and into a newly created UniDial acquisition subsidiary, Metracom Acquisition, that will then change its name to Metracom Corporation. Upon completion of the proposed transaction, Metracom will be a wholly owned subsidiary of UniDial. 6

(f) Not applicable. (g) Not applicable. (h) Neither UniDial nor Metracom are affiliated with any carrier that holds market power in a foreign destination market. After the Transaction, the following entities will hold a ten percent (10%) or greater ownership or management interest in UniDial Holdings: Name/Address % Held Citizenship Principal Business J. Donald Nichols 36.69%* U.S. Telecommunications 9931 Corporate Campus Drive Louisville, Kentucky 40223 (502) 394-0789/Telephone (502) 426-2257Fa.x J. Sherman Henderson, III 28.83% U.S. Telecommunications 9931 Corporate Campus Drive Louisville, Kentucky 40223 (502) 3 94-O789iTelephone (502) 426-2257Fax S. Andrew McKay 36.69%* U.S. Telecommunications 9931 Corporate Campus Drive Louisville, Kentucky 40223 (502) 394-0789/Telephone (502) 426-2257Fa.x N-Tel, LLC 36.69%* U.S. Telecommunications 9931 Corporate Campus Drive Louisville, Kentucky 40223 (502) 394-0789/Telephone (502) 426-2257Fax Includes shares beneficially owned by N-Tel, LLC, for which Mr. Nichols and Mr. McKay share voting control and dispositive control, subject to the approval of a majority of interests in the entity. 7

Following the completion of the proposed transaction, the following individuals will be directors oMetracom: J. Sherman Henderson, III S. Andrew McKay John E. Roth Mr. Henderson is also a director of UniDial and Telegroup, Inc. Mr. McKay is also a director of UniDial. All of these individuals may be reached at: 9931 Corporate Campus Drive Louisville, Kentucky 40223 (502) 394-0789/Telephone (502) 426-2257Fax (i) Applicants certify that they have not agreed and will not agree in the future to accept any direct or indirect special concessions from a foreign carrier or administration with regards to traffic or revenue flows between the United States and any foreign countries the company is authorized to serve. U) Applicants certify that no party to this application has been denied federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 8

CONCLUSION Applicants submit that UniDial's acquisition of Metracom serves the public interest and therefore respectfully request Commission approval of the Transaction described herein. Respectfully submitted, UNIDIAL HOLDINGS, INC. METRACOM CORPORATION By: 'y7&r 1LL&1 Nancy Killien Spooner Edward S. Quill, Jr. SWIDLER BERLIN SHEREFF FRIEDMAN, LLP 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 202- 424-7500 (Tel) 202- 424-7645 (Fax) Their Counsel Dated: September 30, 1998 244671.1 9

Exhibit A Reorganization Approval 10

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D. C. 20554 ) In the Matter of ) ) JJNIDIAL HOLDINGS, [NC. ) ) and JUN 1 t' 1 ) - UNIDIAL COMMUNICATIONS, [NC. s*tbsuI.d1b , ) ) Application for authority pursuant to ) Section 214 of the Communications Act of ) -9d 1934, as amended, for pro forma transfer of ) ignatue c#6 control of an international resale authorization ) APPLICATION UniDial Holdings, Inc. ("UniDial Holdings"), and UniDial Communications, Inc. ("UniDial"),' by its undersigned counsel, pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214 (1997) and Section 63.18(e)(5) of the Commission's Rules, 47 C.F.R. § 63.1 8(e)(5) (1997), hereby request authority for aproforma transfer of control of UniDial Incorporated's Section 214 authorization in connection with a ciporate reorganization that will create a holding company structure. The transaction will not alter UniDial's underlying ownership, company management, service to UniDial's customers, or the rates charged for UniDial's service UniDial Incorporated, now knows as UniDial Communications, Inc., is authorized by the Commission to provide international switched and private line telecommunications services between the United States and various international points pursuant to FCC Report No. 1-6884, ITC-93-317, released November 3, 1993.

and, accordingly will be pro forma in nature. UniDial Incorporated changed its name to UniDial Communications, Inc., and asks that the Commission take official notice of this name change herein.2 Applicant therefore respectfully requests streamlined, expedited treatment of this application pursuant to Section 63.12 of the Commission's Rules, 47 C.F.R. § 63.12 (1997) and the grant stamp procedure established in the Commission's November 21, 1994 Public Notice, Mimeo 50767. As fully described below, grant of this pro forma transfer will allow UniDial to enhance its ability to obtain additional financing and improve UniDial's marketing position. Accordingly, grant of this application will benefit the public interest by permitting UniDial to organize its business operations in a more efficient, financially beneficial manner. I. DESCRIPTION OF THE TRANSACTION UniDial Incorporated, now known as UniDial Communications, Inc., is a nondominant reseller of international switched services. UniDial is neither affiliated with the U.S. facilities-based carriers whose services it resells, nor with a foreign carrier. Other information concerning UniDial's legal, technical, and financial qualifications to provide service was submitted with the application for UniDial Incorporated's initial Section 214 authorization to operate as an international resale carrier, and is, therefore, already a matter of record at the Commission. The parties seek approval ofthe pro forma transfer of UniDial Incorporated's international resale authority to accomplish a reorganization whereby a holding company structure will be created. By that transaction, UniDial Incorporated was renamed UniDial Communications, Inc., and will 2 The corporate structure before and after the reorganization is depicted in Exhibit B, attached hereto. 2

become a wholly owned subsidiary of a Delaware holding company which will assume the name of UniDial Holdings, Inc. After the completion of the reorganization, the identity of the shareholders and proportion of stock held by shareholders of the parent company will be identical to the identity and proportion of stock held by the former shareholders of the applicant. Ownership will remain in the hands of the same parties, there will be no change in management, and no change in operations or rates. The transaction is thus entirely proforma in nature. II. PUBLIC INTEREST CONSIDERATIONS The principals ofUniDial have determined that significant financial and competitive benefits would be made available to the company by reorganizing under a holding company structure. Because the transactions described above do not change the underlying ownership or control of UniDial or its authorization, and the Commission has previously found UniDial Incorporated, now UniDial Communications, to be legally, financially and technically qualified to provide international communications services, this transaction results merely in a pro forma transfer of control of UniDial's authorization. UniDial will continue to provide high-quality, affordable international services without a disruption of service and without inconvenience or confusion to customers. Indeed, the pro forma transfer of control will be entirely transparent to UniDial's customers. The proforma transaction is expected to facilitate the company's ability to attract investors and obtain necessary financing in the future. As such, the transaction will serve the public interest in promoting competition among international carriers by providing UniDial the opportunity to enhance its working capital and strengthen its competitive position. The proposed transaction will not in any way reduce competition. 3

III. INFORMATION REOUIRED BY SECTION 63.18 Pursuant to Section 63.18(e)(5) of the Commissionts Rules, 47 C.F.R. § 63.18(e)(5), Applicants submit the following information: •(a) Name and address of Applicants: UniDial Communications, Inc. One Corporate Center 9931 Corporate Campus Drive Louisville, Kentucky 40223 (502) 394-0789 (Telephone) (502) 426-2257 (Facsimile) (b) UniDial Communications, Inc., is a corporation organized under the laws of the State of Kentucky. UniDial Holdings is a corporation organized under the laws of the State of Delaware. (c) Correspondence concerning this Application should be sent to: William B. Withehn, Jr., Esq. Tony S. Lee, Esq. Swidler & Berlin, Chartered 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 (202) 424-7500 (Telephone) (202) 424-7645 (Facsimile) with a copy to: John J. Grieve, Esq. Director of Legal Services and General Counsel UniDial Communications, Inc. One Corporate Center 9931 Corporate Campus Drive Louisville, Kentucky 40223 (502) 394-0789 (Telephone) (502) 426-2257 (Facsimile) (d) UniDial Incorporated, now known as UniDial Communications, Inc., currently provides resold international telecommunications services pursuant to Section 214 authorization granted in FCC Report No. 1-6884. FCC File No. ITC-93-3 17, released November 3, 1993. UniDial's application is subject to streamlined regulatory -4-

requirements in accordance with the Commission's International Competitive Carrier Policies, 102 F.C.C. 2d 812 (1985), recon. denied, 60 Rad. Reg. 2d (P&F) (1986). (e)(5) The authorization sought in this application will approve aproforma reorganization whereby the corporate form of UniDial Incorporated will be changed to a holding company structure. UniDial Incorporated changed its name to UniDial Communications, Inc. The transaction will not alter the applicant's business of purchasing and reselling switched international message telecommunications service provided by other authorized carriers pursuant to the applicable rates, terms, and conditions in those carrier's tariffs. Not applicable. Not applicable. By the attached certification, UniDial certifies that it has no affiliation with any foreign carrier, as defined by Section 63.18(h)(1) of the Commission's Rules. In support of this certification, attached hereto as Exhibit D is a list of UniDial's 10 percent or greater direct and indirect shareholders, including the address, citizenship and principal business of each such shareholder. In addition, attached hereto as Exhibit E is a list of all interlocking directorates held by UniDial's directors. UniDial further certifies that it is not affiliated with the U.S. carrier(s) whose facilities-based service(s) UniDial proposes to resell (either directly or indirectly through the resale of another reseller's service). (i) By the attached certification and as required by Section 63.18(i) of the Commission's Rules, UniDial certifies that, except as permitted by the Commission's Rules, as amended from time to time, UniDial has not agreed to accept any special concessions, as defined by the Commission's Rules, 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 UniDial Communications may be authorized to serve and it will not enter into such agreements in the future. a) By the attached certification and as required by Section 63.18(j) of the Commission's rules, UniDial certifies that no party to this Application is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 5

IV. CONCLUSION For the reasons stated above, UniDial Holdings, Inc., and UniDial Communications, Inc., submit that the public interest, convenience and necessity would be furthered by a grant of this application for consent to the pro forma transfer ofUniDial Incorporated's Section 214 authorization and request for expedited processing of this application. Respectfully submitted, UNIDIAL HOLDINGS, INC. UNIDIAL COMMUNICATIONS, INC. By: Wi1l4'B. Wilhelm, Jr. Tony 'S.-Lee SWIDLER & BERLIN, Chartered 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 (202) 424-7500 (telephone) (202) 424-7645 (facsimile) Their Counsel Dated: June 2, 1998 237258.1 6

CERTIFICATION OF APPLICANT On behalf of UniDial Holdings, Inc. ("UniDial") and in accordance with Section 1.2001- 1.2003 of the Commission's Rtiles, 47 C.F.R. § 1.2001-1.2003, I hereby certify that neither UniDial nor any party to this Application is subject to a denial of federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 853a. Further, I hereby certify that UniDial has neither negotiated for nor agreed to accept any concessions, directly or indirectly, from any foreign carrier or administration with respect to traffic or revenue flow between the United States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission's Rules, and has not agreed to enter into such agreements in the future. Further, I hereby certify that the statements in the foregoing Joint Application are true, complete, and correct to the best of my knowledge and are made in good faith. UNID HOLDINGS, INC. By: Name: Title: M &14-' Date:

CERTIFICATION OF APPLICANT On behalf of Metracom Corporation ("Metracom") 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 Metracom nor any party to this Application is subject to a denial of federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 853a. Further, I hereby certify that Metracom has neither negotiated for nor agreed to accept any concessions, directly or indirectly, from any foreign carrier or administration with respect to traffic or revenue flow between the United States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission's Rules, and has not agreed to enter into such agreements in the future. Further, I hereby certify that the statements in the foregoing Joint Application are true, complete, and correct to the best of my knowledge and are made in good faith. METRACOM CORPORATION By: Name: Title: 7? Date: / v/

READ INSTRUCTIONS CAREFUIL.Y APPROVED BY 0MB 3O6O.O55 BEFORE PROCEEDING COMMUNICATIONS COMMISSION _______________________________ REMITTANCE ADVICE 358115 Cus(ONLY (1) LOCKBOX S FAGS MC 1 1 ___________________________________ SECTION A - PAYER INFORMATION 2) FAYER NAMEI4 pay..q y c,.as g. a5 •s_U U FSS VS5 WI) 13) TOTAl. AMOUNT PAlO )•sWs ,I UIIS) Swidler Berlin Shereff Fripdmn, TI.? 4) STREET AOOISU LIII NO.) 7fl flfl 3000 K Street. NW 5) STRUT *00113* UNI NO.2 Si r flfl STATS 1s P COO( WasHfT, .1) OAY1L TIUPNONI NUMUR 1-rrT a... asdal ml' llI COUITWY CCCI (1 . - U.S.A.) I (202) 424-7500 IF PAYER NAME AND:THE APPUCANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE ThAN ONE APPUCANT, USE CONTiNUATiON SHEETS (FORM 159-C) SECTION B APPLICANT INFORMATiON 11) APPUCAIIT MAMIlI p.yp Pp s_Is WI. asa.I . sas Is SIppsMSSS Fs_ WI) Metracom Corporation 12)115117*001111 LIII NO.1 210 South Street 13) STRUT 4001115 LOS NO.2 Qth Tlrwr 14) eTY II STAll IS) W CCCI Boston MA I 1V2111 17) DAYTOS TILIPWONI )5U )MPOSS sill) II COUNTRY CCCSU.M II U.$A) (617) 912-8898 - COMPLETE SECTION.C FOR EACH SERVICE. IF MORE BOXESARE.NEEDED,USE CONTINU ATION SHEETS (FORM 159-C) SECTION C - PAYMENT INFORMATION IMI FCC CAl.I. *)Ol)OTMIA C (25*) PAYNINT TYPI CCCI (FTC) (1$A) ka 4! sLocx a5* U.s 011.3 23A(PCC COOS) I CIUITI Ii J 8(LflO Its) FCC CALl. IlOFaJotNtR C (its) PAYMINT 77P1 Coot IPYC) ss p.s 01* PCI iPtc II II.OCK ill ii u.s 235) FCC COOS) I 345) CCCII IIC) FCC CALl. IIO11OTS4IR C uSC) PAYMINT TVFI COOS (FTC) C) - I)C) Pu Ciii PCI (FTC) II ULOC* ac U.s CItY 23C) FCC COCCI 00012 ISO) FCC CALl. 24UMIOThIA C (210) PAY51NT rvPt COOS (FTC) 210) (22O) PU out PCI (Ftc) p. stoci aD u.s ONLY 230) FCC COCCI 240) 000(2 SECTION D - TAXPAYER INFORMATION (REQUIRED) zS 25) CCLITE 1145 ILOCX ONLY S AP2UCANT MANS 54 S.II 3 OSk*114T FROM PAYER MANS 54*4) PAYER TIN I Dli 3[2 I_6j 7l 16 L7]6 [ S C ON . EAPPLICANT TIN CERTiFICATION 4. -l 311 18 I o I ol 813 271 CERTIFICATION STATEMIJIT I, Edward J)p-i 11 . Certify under penalty of perjury that the foregoing and suppdIng information IPAlNINAMC) </ are true and correct to the best of my knowledg _ e, infornation and belief. SIGNATURE C.-' SECTION F - CREDIT CARD PAYMENT INFORMATION 21) MA3TERCARUIV3AAC lIT NUMUST: UPAT OATE I ________ HIHMONTh YEAR wmOso s.o..*TU** 1VISA I Prely aOSa. MA FCC Is lla.pe 511*5, MAS11RCARO l..Il. 1a..Na(I)iNSaNlls..4$) 11.1,5, IS5Ilid. SEE PUBUC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

MIS SVYIJ1_t1 btl-u.JN hrtrr rTlI ', ..r WASHINGTON, DC 20007 0101445 101445 09/30/98 09/30/98 ST093098 P1 $780 0 $780.00 SWIDLER BERUN SHEREFF FRIEDMAN, LLP FiRST UNION NATIONAL BANK 0101445 3000 KSTREET N.W., SUITE300 NO. 101445 WASHINGTON, DC 20007 15-1221540 **EXACTLY***x***780*DOLLARS AND*O0*CEF4-TS DATE AMOUNT PAY 09/30/98 $$S$$780 .00 TO THE FEDERAL COMMUNICATION GENERAL ACCOUNT TWO SIIT-1'WflREQUIREQVE $10,000 ORDER COMMISSION OF 1 , CS ,.r,cp rr, 3fl,. fl Ir,r,C ,


CE]IFICAflON OF APPLICAIT in accordance with Section 1.2001- On behalf of Uniflial Holdings, Inc. ("UniDial") and 03, I hereby certify that neither UniDial 1.2003 oftb.e Comm LSsiOfl'S Rules, 47 C.F.R. § § 1.2001-1.20 is subject to a denial of federal nor any party to th a Request for Special Temporary Authority Anti-Drug Abuse Act of 1988. benefits that includc a FCC benefits pursuant to Section 5301 of the 21 U.S.C. § 85a. agreed to accept any Further, I h reby certify that UniDial has neither negotiated for nor on with respect to traffic concessions, direct y or indirectly, from any foreign carrier or administrati s under the authority or revenue flow b tween the United States and various international point the Commission' a granted under Secti ,n 214 of the Communications Act of 1934, as amended, and Rules, and has not agreed to enter into such agreements in the future, al Temporary Further, I hex by certify that the statements in the foregoing Request for Speci Authority are true, complete, and correct to the st of y knowledge and are made in good faith. HOLDINGS, INC. Nat. n1 if Title: Ord40ctA1 Date: 14 - -

On behalf of Metracom Corporation ("Metracom") and in accordance with Section 1.2001- 1.2003 of the Commission's Rule,, 47 C.F.R. §* 1.2001-1.2003, I hereby certi' that neither Metracom nor any party to this Request for Special Temporary Authority is subject to a denial of federal benefits that includes FCC benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 853.. Further, I hereby certify that Metracom has neither negotiated for nor agreed to accept any concessions, directly or indirectly, from any foreign carrier or administration with respect to traffic or revenue flow between the United States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Comxmssion's Rules, and has not agreed to enter into such agreements in the future. Further, I hereby certify that the statements in the foregoing Request for Special Temporary Authority are true, complete, and correct to the best of my knowledge and are made in good faith. METRACOM CORPORATION By: Name: _ 5h- Title:_ ,L1 /- Date:

READ INSTRUC1IONS CAREFULLY APPROVED SY 0MB O63-539 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION _________________________________ REMITTANCE ADVICE 358115 1 1 FCCUSEOMLY (1)LOCKBOX SECTION A - PAYER INFORMATION 41 PAYER NAMEI) pyng by cn,dt or), ,rrnr .oocrIy 4t rI opp*or An yoo.r cord) (I rOTAL AMOUNT PAlO 40110,, on) c,nttI Swidler Berlin Shereff Friedman , LLP 780 . 00 (41 STREET ADDRESS LINE NO I 3000 K Street, NW (5) STREET AOORESS UNE NO.2 Suite 300 6) CIT'1 (7) STATE (0) ZIP COOE Washington DC 20007 0) 0AY1IME TELEPHONE NUMBER (Inclod. or,. cod.) (IS) COUNTRY C000 (4 not fl U.S.A.) (202) 424-7500 IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B (F MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159-C) SECTION 9 - APPLICANT INFORMATION II) APPLiCANT NAME)4 p.ytnq by c,.d,t c.rQ, .nt.r n.s,. ...cily es 0 .ppers on poor card) Metracom Corporation IS) STREET ADDRESS LINE NO. I 210 South Street II) STREET ADORESS LINE NO.2 9th Floor 14)CITY (l5)STATE )IE)ZJPCOOE Boston MA 02111 I?) DAYTIME TELEPHONE NUMBER (Inobod. nose csds) (IS) COUNTRY CODEd not,, U.S.&) (617) 912-8898 COMPLETE SECTIONC FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORM 159-C) SECTION C - PAYMENT INFORMATION I IA) FCC CALL SIGNIOTHER 0 (ZEA) PAYMENT TYPE CODE )PTC) (21A) QUAN 122A) F DUE PO IPTCI IN BLOCK SEA FCC USE ONLY iSA) FCC COOE I I C I ul TI 1 _s S4A) .ZC CODES 780.00 I 108) FCC CAL). S)GNIOTHER ID (ZUBI PAYMENT TYPE CODE )PTC) (218) QUAN (V (223) FEE DUE FOR (FTC) IN BLOCK 208 FCC USE OFd.Y J38) FCC CODE I I I I I $ 24L FCC CODES I 1 SC) FCC CALL SIGIWOTHER 0 (20C) PAYMENT TYPE COOE (PTC) I 121C) QUAN' V FEE DUE FOR )PTC( IN BLOCK 20C FCC USE OM.Y I I (22C) 23C) FCC CODE I I SAC) FCC CODE 2 I 190) FCC CAL.). SIGN/OThER ID (200) PAYMENT TYPE CODE (PTC) (210) QUANTiTY I (220) PEE DUE FOR (PlC) IN BLOCK 200 FCC USE ONLY 230) FCC CODE I I I I 240) FCC CODES I SECTION D - TAXPAYER INFORMATION (REQUIRED) 25) U) COMPLETE THIS BLOCK ONLY IF AP&ICANT NAME (N B-Il IS DIFFERENT FROM PAYER NAME IN A-SI PAYER TIN O 3 26 7 9 67 SECT ON 6 [ fAPPLICANT TIN - CERTIFICATION o 4 1- 3 11 1 8 l (o 1 3 18 27) CERTIFICATION STATEMENT I, Edward Quill , Certify under penalty of perjury that the foregoing and supportinciTormation (PRINT NAME) are true and correct to the best of my knowledge, infomation and belief. . SIGNATURE _oo< cOT ,__2_ _-:i _ SECTION F - CREDIT CARD PAYMENT INFORMATION 20) MASTERCARON1SA ACCOUNT NUMBE EXFIRATION DATE: IMASTERCARD _________________ MONTH I YEAR - 1 AUTHORIZED SIGNATURE DATE VISA I hereby aothonzs Is. FCC to charge rtny VISA or MASTERCARD Ion Ihe s.rvic.I,)/authonzal,ons)s) Prnr.in described. . SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)


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