Lance J.M. Steinhart P.C.

Attorney At Law1720 Windward Concourse

Suite 115

Alpharet Georgia 30005

I 4 PC'112: 19

Also Admtted in New Yorkand Marland

Telephone: (770) 232-9200Facsimile: (770) 232-9208

Email: IsteiarCÐtelecmcounse1.comNovember 13,2007

VI OVERNIGHT DELIVRY

Ms. Jea D. JewellIdaho Public Utilities CommissionSecetar472 West Washington StreetBoise, Idaho 83702

ßlP-T-c/7-O(

Re: Budget PrePay, Inc. d//a Budget Phone

Dea Ms. Jewell:

Enclosed please fid for fiing an original and thee (3) copies of Budget PrePay, Inc. d//a

Budget Phone's Application for a Cerificate of Public Convenence and Necessity to ProvideResold and Facilities-BasedE Local Exchange telecommuncations servces with the State ofIdaho. The company has no local exchange customer at ths time in the State ofIdaho and ths is anew fiing.

APPLICANT HAS ALSO ENCLOSED ONE (1) COPY OF FIANCIASTATEMENTS IN A SEPARTE ENVLOPE MAD "CONFIENTIA ANDPROPRIETARY", AN RESPECTFULY REQUESTS CONFIENTIA TREATMENTOF THE ENCLOSED FIANCIA INFORMTION. APPLICANT EXPECTS THATTHIS INFORMTION WILL BE RESTRICTED TO COUNSEL, AGENTS ANEMPLOYEES WHO AR SPECIFICALLY ASSIGNED TO THIS APPLICATION BYTHE COMMISSION.

I have also enclosed an extra copy of ths letter to be date staped and retued to me in theenclosed, self addressed, postage prepaid envelope. If ~ have any questions or if I may provideyou with additional information, please do not hesitat contact me.

cc: J ody Craft

L e J,M. Steinharttqrrey for Budget PrePay, Inc. d//a Budget Phone

BEFORE THE IDAHO PUBLIC UTILITIES COMMSSIONf;:.E:C.E

IN THE MATTER OF THEAPPLICATION OFBudget PrePay, Inc. d//a Budget Phonefor a Certificate of PublicConvenience and Necessity toProvideLocal Exchange TelecommunicationsServices Within theState ofIdaho

)))))))))

NOV I If Prl12:20

CASE NO.IDAHO PUBLIC

UTILITIES COMMISSIO,:

BPP--r-o~-o (

APPLICATION AN REQUEST FOR AUTHORITY

Application is hereby made to the Idaho Public Utilities Commission for a Certificate of Public

Convenience and Necessity authorizing Budget PrePay, Inc. d//a Budget Phone, ("Applicant" or

"Budget Phone") to provide local exchange telecommunications services pursuant to Idaho Code

Sections 61-526 through -528 and IDAPA 31.01.01.111 (Rules 111 & 112) as clarfied by Procedural

Order No. 26665 in Case No. GNR- T -96-4. The following general information and exhibits are

fushed in support thereof:

1.) Applicant's legal name, address of its principal offces and telephone number are:

Budget PrePay, Inc. d//a Budget Phone1325 Barksdale Blvd.

Bossier City, Louisiana 71111(318) 671-5000

1

The Applicant has no offce located in the State of Idaho. The Applicant intends to provide

resold and facilities-based local exchange service utilizing unbundled network elements, or the

equivalent thereof. Such services wil be provided by utilizing the facilities incumbent local

exchange carers ("LECs").

2.) Applicant is incorporated in the State of Louisiana and is in good standing under the laws of

that state. In addition, the Company is authorized to do business as a foreign Budget Phone in the

State of Idaho. Attached as Exhibit 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 Idaho is

attached hereto as Exhibit 2.

3.) The name and business address of Applicant's registered agent for service in Idaho are:

TCS Corporate Services, Inc.5527 Kendall StreetBoise, Idaho 83706

2

4.) The names and addresses of the ten common stockholders of Applicant Owng the Greatest

Number of Shares of Common Stock and the Number of Such Shares Owned by Each are:

Name andAddress

Shares Owned Percentage of All PercentageShares Issued & of Voting

Outstanding Control

40% 40%

20% 20%

20% 20%

10% 10%

10% 10%

R. Daniel Hyde, Jr. 400

Tony Cason 300

R. Daniel Hyde, II 200

Stephen Hyde 100

Sidney E. Cook, Jr. 100

Address: All of the shareholders can be reached through the company at the address listed in 1.) above.

3

5.) The names, addresses and ownership of Applicant's Offcers and Directors are:

Offcers:

R. Daniel Hyde, Jr. President

R. Danel Hyde, II Secretar and Treasurer

Directors:

R. Daniel Hyde, Jr.

R. Daniel Hyde, II

Stephen Hyde

Each can be reached at Applicant's primar place of business and telephone number as

follows:

Budget PrePay, Inc. d//a Budget Phone1325 Barksdale Blvd.

Bossier City, Louisiana 71111(318) 671-5000

6.) The Name and Address of Any Corporation, Association, or Similar Organization Holding a

5% or Greater Ownership or Management Interest in Applicant are as follows:

See answer to 4. above.

7.) The names and addresses of Subsidiaries 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 no curent plans to install facilities in Idaho but may do so in the futue, however, the

natue and extent of the facilities to be utilized has yet to be determined. Applicant intends to provide

all forms of intrastate local exchange and interexchange telecommunications services including:

4

1. Interexchange (switched and dedicated services):

A. 1 + and 101XX outbound dialing;B. 800/888 toll-free inbound dialing;C. Prepaid and Postpaid calling cards;

D. Directory Assistance; and

E. Frame Relay and other data services.

2. Local Exchange:

A. Local Exchange Services for business and residence customers that will enablecustomers to originate and terminate local calls in the local callng area served by otherLECs, including local dial tone and custom calling featues.

B. Switched local exchange services such as flat-rated and measure-rated local services;vertical services, Direct Inward and Outward Dialed trs, carer access, public andsemi-public coin telephone services, and any other switched local services thatcurently exist or wil exist in the futue.

C. Non-switched local services (e.g., private line) that curently exist or will exist in thefuture.

D. Centrex and/or Centrex-like services that curently exist or wil exist in the future.

E. Digital subscriber line, ISDN, and other high capacity line services.

Applicant seeks authority to resell and provide facilities-basedI interexchange and local

exchange services initially throughout the State where provided by incumbent LECs, however,

Applicant does not intend to servce areas serviced by any LECs which are eligible for a small or rural

carrer exemption pursuant to Section 251 of the Federal Telecom Act of 1996.

5

Copies of Applicant's Statement of Revenue and Expenses and Statement of Assets,

Liability/Equity for Januar 1, 2006 through December 31, 2006 and Statement of Revenue and

Expenses and Statement of Assets, Liability/Equity for the period Januar 1, 2007 through September

30, 2007, Exhibit 3, are being filed in a separately sealed envelope marked "Confidential and

Proprietar.

10.) A map showing where Applicant is proposing to provide service is attached hereto as Exhibit

4.

11.) A copy of Applicant's ilustrative tarff is attached hereto as Exhbit 5. Applicant wil file its

proposed tarff establishing its proposed services and charges upon completion of interconnection and

upon receipt of certification by the Commission.

12.) Questions concerning this application and Applicant's tarff should be directed to Applicant's

representative:

Lance lM. Steinhar

Lance lM. Steinhar, P.C.1720 Windward Concourse

Suite 115

Alpharetta, Georgia 30005

(770) 232-9200 (Telephone)(770) 232-9208 (Facsimile)

Isteinhar(itelecomcounse1.com (Email)

Customer Complaints and Inquiries are to be addressed to:

Vicki Hamilton1325 Barksdale Blvd.

Bossier City, Louisiana 71111(888) 424-5588 (Customer Service)

6

13.) Applicant has not intiated interconnection or resale negotiations.

14.) Applicant has reviewed the laws and reguations of ths Commssion governg local exchange

telecmmuncations services in Idaho and will provide serce in accordance with all laws, rues and

reguations to the extent they are not preempted by the Federal Act.

15.) Applicant may require advanced payments but will not require a deposit; therefore, no escrow

accunt is being filed.

WHEREFORE, Budget PrePay, Inc. d//a Budget Phone, requests that the Idaho Public

Utilities Commssion enter an order granting a Cerificate of Public Convenence and Necessity

authorizing Budget PrePay, Inc. d//a Budget Phone, to provide resold and facilities-basedE local

exchange telecommuncations serces puruant to Idaho Code Sections 61-526 though -528 and

IDAPA 31.01.01.111.

Respectfully submitted ths i.!J of AJ~007.

By:L1.M. Steinar

ttøfeyforBUDGET PREPAY, INC.D/B/A BUDGET PHONE

7

EXHIBIT 1

EXHIBIT 2

EXHIBIT 3

EXHIBIT 4

EXHIBIT 5

LIST OF EXHIBITS

ARTICLES OF INCORPORATION

CERTIFICATE OF AUTHORITY TO TRASACT BUSINSS

FINANCIA INORMTION

SERVICE ARA MA

ILLUSTRATIVE TARF

9

EXHIBIT 1 - ARTICLES OF INCORPORATION

10

CERTIFICATE SS 102 PRINTED SEAL (Rev. 07/05)

..-ARTICLS OP IRCORPORATIOB t'

OP

BYPft pion, I'C. /.

STATE OF LOUISIAN

PARISH OF CADDO

BE IT KNOWN, on this 30th day of April, 1996, before me, the

undersigned Notary rublic, personally came and appeared JOHN M.

FRAIER, person of the full age of majority and a resident of Caddo

Parish, Louisiana, who declared to me, in the presence of the

undersigned comptent witnesses, that, availing himelf of the

provisions of the Louisiana Business Corporations Law (Title 12,

Chapter 1, Louisil'ma Revised St atutes of 1950, as revised and

codified by Act 105 of 1968, Legislature of Louisiana, as amndedfrom time to tim), do hereby organize BUDGET PHOHE, INC.,

successors and assigns, into a corporation in pursuance of that

law, under and in accordance with the following articles of

incorporation.

ARTICLE I. NA

The name of this corporation is BUDGET PHONE, INC.

--_......_.--~/

.,,~~. ";

:311;i~q07

ARTICLE I I. OBJECTS AND PURPOSES

The objects and purposes for which this corporation isorganized and the nature of the business to be carried on by it are

stated and declared to be as follows:

To enter into any business lawful under the laws of the State

of Louisiana, eithor for its own account, or for the account of

others, as agent, and either as agent or principal, to enter into

or engage in any kind of business of any nature whatsoever, in

which corporations organized under the Louisiana Business Corpora-

tions Law may engage; and to the extent not prohibited, to enter

into and engage in any kind of business of any nature whatsoever in

any other state of the United States of America, any foreign

nation, and any territory of any country to the extent permitted by

the laws of such other state, nation or territory.

ARTICLE III. DURATION

The duration of this corporation shall be in perpetuity, or //

. such maximum period as may be authorized by the laws of Louisiana.

ARTICLE IV. AUTHORIZED CAPITAL

A. The total authorized capital stock of this corporation is10,000 shares of no par value common stock.

B. Shareholders shall have pre-emptive rights.

1/

ARTICLE V. DIRECTORS..

A. Unless and until otherwise provided in the by-laws, allof the corporate powers of this corporation shall be vested in, and

all of the business and affairs of this corporation shall be

managed by a board of not less than one nor more than three

directors. The numer of directors may be increased or d~creased

withir! the limts above provided by a majority vote of thedirectors.

B. The Board of Directors shall have the authority to make

and alter by-laws, including the right to make and alter by-laws

fixing tht;ir qualifications, classifications, or terms of office,or fixing or increasing their compensation, subject to the power of

the shareholders to change or repp.al the by-laws so made.

C. The Board shall further have the authority to exercise

all such other powers and to do all such other lawful acts and

things which this corporation or its shareholders might do, unless

prohibi ted from so doing by applicable law, or by the articles of

incorporation, or by the by-laws of the corporation.

D. The general annual meeting of the stockholders for theelection of Board shall be held within five months from the close

of the Corporation' B fiscal year unless and until otherwise

provided in the By-Laws.

E. The numer, classification, qualifications, term ofoffice, maner of election, t:.e and place of meeting, whether

wi thin or outside the State of Louisiana, and the powers and duties

...of the directors, may from time to time be fixed, changed,

increased or reduced by the by- laws.

F. Until otherwise provided in the by-laws, any director

absent from a meeting may be represented by any other director, who

may cast the vote of the absent director according to the written

instructions, general or special, of the absent director according

to the written instructions, general or special, of the absent

director, filed with the Secretary.

G. Upon the written request of stockholders holding amajority of the voting stock of this corporation issued and

outstanding, any member of the Board of Directors of this corpora-

tion, whether or not his term of office shall have expired, may be

replaced by a director designated by such stockholder in writing,

at any time.

ARTICLE VI. INCORPORATOR

The name and post office address of the incorporator is as

follows:

John M. FrazierPeatross, Greer and FrazierP. O. Box 404Shreveport, LA 71162-0404

ARTICLE VII. PURCHAE AND REDEMPTION OF SHAS

The corporation may purchase or redeem its own shares in the

manner and on the conditions permitted and provided in Section 55

of the Business CLrporations Law or other applicable law, and as

.-..

may be authorized by the Board of Directors. Shares so purchased

shall be considered treasury shares, and may be cancelled and the

capital stock reduced, as the Board of Directors may, from tim to

tim, determne in accordance with law.

ARTICLE VIII. CONVRTIBLE SECURITIES AND STOCK PURCHAE RIGHTS

The corporation may issue convertible securities a.nd rights to

convert shares or obligations of the corporation into shares of any

authorized class of stock, and the right or option to purchase

shares of any authorized class of stock in the manner and on the

conditions permitted and provided in Section 56 of the Business

Corporations Law or other applicable law, and as may be authorized

by the Board of Directors.

ARTICLE iX. CAITAL SURPLUS AND DIVIDENDS

The Board of Directors shall have such power and authority

with respect to capital, su~plus and dividends, including a1looa-

_ tion, increases, reduction, utilization, distribution and paymnt,

as it permtted and provided in Sections 61, 62 and 63 of the

Business Corporations Law or other applicable law.

ARTICLE X. AMNDMENTS TO ARTICLES OF INCORPORATION

Changes in the rights of holders of shares of any class shall

be made by a majority vote or written consent, of the shareholders

..given voting power by these articles; and in addition, by a

majority vote or written consent, of the class or classes of

shareholders affected, whether they are otherwise entitled to vote

or not.

Any othf'r amndment for which a larger vote is not. specifical-

ly made mandatory by the Business Corporations Law of Louisiana,

may be made upon the majority vote or written consent, of the

shareholders entitled to vote under these articles, including an

increase or reduction of capital stock.

ARTICLE XI. SALES AND OTHER TRASFER OF STOCK

Restrictions against, and regulation of, the sale and any

other transfer of stock in thls rorporation may be prescribed in

the by-laws or by shareholder agreements as permitted and provided

in Sections 29 and 58 of the Business Corporations Law of Louisi-

ana, or other applicable law.

THUS DONE AND SIGNED at my office in the Parish and State

aforesaid, on the day, month and year set forth above, in the

_ presence of the undersigned competent witnesses and me, Notar,

after due reading of the whole.

WITNESSES:

¿JMk~"/¿~dc'QQ

i)JITIAL REPORT BY DONSTIC CORPORATIOII..

TO: Honorable Fox McKeithenSecretary of StateState of LouisianaP. O. Box 94125Baton Rouge, LA 70804-9125

State of LouisianaPar ish of Cadà.a

Complying with R.S. 1950, 12:101, BUDGBT PHONE, INC. herebymake its initial report as follows:

Location and post office address of registered office:

504 Texas StreetSuite 404Shreveport i LA 71101

Name and post office address of registered agent:

John M. Frazier504 Texas StreetSuite 404Shreveport, LA 71101

Name and post office address of first directors:

Dated at Shreveport, Louisiana, on thi~ "~thI

Johii M. Frazier504 Texas StreetSuite 404Shreveport, LA 71101

1996.

AFFIDAVIT OF ACCJPTUCB 0,. APPOIII..

BY DIlSIGlftD UQISTBUD AGEn

ACT 169 OP 1987

To the State Corporation DepartmentState of Louisiana

State of Louisiana

Pa.rish of Caddo

On this the 30th day of April, 1996, before me, a Notary

Public in and for the aforesaid Parish and State, personally came

and appeared JOHN M. FRIER, who is to me known to be the person,

and who, being duly sworn, acknowledged to me that he does hereby

accept appointk~ent as the regi~Gered agent of BUDGET PHONE, INC.,

which is a corporation authorized to transact business in the State

of Louisiana, pur~uant to the provisions of Title 12, Chapters 1,

2 and 3.

JOHN

SWORN '10 AND SUBSCRIBED before ~ ~. .~ot ry p~c, ¥l Shreve-port, Caddo Parish, Louisiana, this ~ day of ~ '1996. ~~~~

W. Fox McKeitnSecrery of State

NOTICE OF CHANGE OF REGISTERED OFFICEANDIOR CHANGE OF REGISTERED AGENT

(R.S. 12:104 & 12:236)

Enclose $25 filing fe

Domesic Corponitlon (Business or Non Profit)Make remitnce payable to

Secreta of SlateDo Not Send Cash

Return to: Commercial DivsionP. O. Box 94125Baton Rouge, LA 708Q4125Phone (225) 925-704

Wob Site: ww.sos.louisiana.gov

Corporation Name: Budget Phone, Inc.

CHANGE OF LOCATION OF REGISTERED OFFICE

Notice is hereby gilen that the Board of Direcs of the above named coporation has authoized a change in thelocation of the corpation's registered office. The new reistered offce is located at:

6901 W. 70th Stre, Shreveprt, LA 71129

~ ~~'Ø .l1 by an offcer or 8 d

-Dale

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Direcors of the aboe name coatìon has authoed the change ofthe corporatin's registered agent(s). The names) and addresees) of the new ragistered agen(s) is/are asfollo'

. John M. frzie, 333 Tex St, Suite 2350, Shreport, LA 71101 (Chge of Addre)

AGENT'S ACCEPTANCE AND ÄCKNOWLEDGEMENT OF APPOINTMENT

Dale

I hereby acknoledge andcorporation.

gistered agen(s) fo and on bealf of the aboe named

1~í--rjSwo to and subscibe bee me, the undersigned Notry Public. on this date:NOTARY NAME MUST~. . TYPED OR PRINTED ~ NOTARY¿' /;7~ì.' ... ".. /. ""., . " ,,-- i / 'z i r!

Notary Signature\'. '. ì

MAGARET L. McFARLANDBOSSIER PARISH. LOUISIANAMY COMMISSION IS FOR LIFE

NOTARY 10_1874

SSRw. 01! is. in_lonaonblkl

--.------_______.___.___._~.__...._ - - - __ - _.___.______________._0_.

3~qq ~~7

ARTICLES OF AMENDMENT ~...OF

ARTICLES OF INCORPORATIONCHANGING THE NAME OFBUDGET PHONE, INC. .,

TOBUDGET PREPAY, INC. /

On December fl. 2005, the shareholders of Budget Phone, Inc., whose date ofincorporation was Apnl 30d" 1996, amended Aricle i. of the Aricles oflncorporation to read asfollows: .

"I.

The name of this corporation is Budget PrePay, Inc."-Aricle X. of the Articles of Incorporation allows amendment ofthe Articles ofIncorporation

upon the majority vote or written consent of the shareholders entitled to vote. This corporation'stotal authorized capital stock is ten thousand (10,000) shares of no par value common stock, all ofwhich are issued and outstanding and are entitled to vote. The foregoing amendment was adoptedby the written consent of the holders of seven thousand (7,000) shares ofthis corporation's commonstock, which constitutes a majority.

BY:

ST ATE OF LOUISIANAPARSH OF CADDO

On December -- 2005, before me personally appeared: R. DANIEL HYDE, JR, to mepersonally known who, being by me duly sworn, did say that he is the President of Budget Phone,Inc. (to be renamed Budget PrePay, Inc.), and that the fore ing instrument wa signed by him inbehalf of this corporation by authority of a majority of its a eholders, and he knowledged saidinstrument to be the free act and deed of this corporation.

E,n-

SWORN TO AN SUBSCRIED before me, Notar, this fl day of December, 2005.

Qk~~-NOTUBLIC~F:\MCücnISIHEIBUDGE1\CORPCoiporale Name Ch.nge...'.d John M. Frazier

(Bar Roll # 5837)

..~foQ7fç/l~!i..........._._

'.

WRITTEN CONSENT OF SHAREHOLDERS AND DIRCTORS

OF

BUDGET PHONE, INC.

The undersigned, being a majority of the shareholders and being all of the members of theBoard of Directors of Budget Phone, Inc. (the "Corporation), pursuant to the provisions of La. R.S.12:32, 12:76 and 12:81, hereby consent to the adoption of the following resolutions on behalf of theCorporation: .

RESOL YEO, that Aricle 1. of the Artcles of Incorporation of Budget Phone, Inc., beamended to read as follows:

"1.

The name of this corporation is Budget PrePay, Inc."

RESOLVED, that in accordance with Article X. of the Corporation's Articles ofIncorporation, the written consent ofa majority of the holders of the Corporation's ten thousand(10,000) shares of authorized, issued and outstandig common stock shall be suffcient to approvethis amendment to the Corporation's Arcles ofIncorporation.

-.

RESOL YEO, that R. Danel Hyde, Jr., President, may appear before any Notar Public andexecute 11 notaral act of amendment putting ths amendment to the Aricles of Incorporation intoauthentic form and the said R. Danel Hyde, Jr., President, is authorized to do any and all thingsnecessary and proper to carr out this resolution and to fulfill the objects and purposes thereof.

SIGNED in Shreveport, Louisiana, this J21; of December, 2005,

STEP P. E. (holde of 1, 000 shares)

CERTIFICATE

I, R. Darel Hyde, Il, Secretar of Budget Phone, Inc. (to be renamed Budget PrePay, Inc.),do hereby certify that R. Daniel Hyde, R. Daniel Hyde, III, and Stephen P. Hyde are holders of amajority ofthe 10,000 authorized, issued and outstanding shares of the Corporation's common stock,that they are the only members of the Board of Directors of Budget Phone, Inc., and that the aboveresolutions are in full force and effect as of the date set forth below and have not been rescinded ormodified in any maner.

1l, Louisiana, this 17 of ~

F:\Mc\licnISIHBIBUDGE1CORPCorraie Name Cl.Wp

AI AterSecretary of State

NOTICE OF CHANGE OF REGISTERED OFFICEANDIOR CHANGE OF REGISTERED AGENT

(R.S.12:104 & 12:236)

EncJose $25 filing feeDomestic Corporation (Business or Non Proft)

Make remittnce payable to

Secetary of StateDo Not Send Cash

Retum to: Commercial DivisionP. O. Box 94125Baton Rouge, LA 708049125Phone (25) 925-704

WebSite: ww.sos.louisiana.goy

Corporation Name: Budget PrePay, Inc.

CHANGE OF LOCATION OF REGISTERE.D OFFICE

Notice is hereby given that the Board of Directors of the above named corporation has authorzed a change in thelocation of the corporation's registered offce. The new registered offce is located at:

1325 Barksdale Boulevard Suite 200 71111

c.12/28/2005

To be i ned by an olficr or a direr DateR. Daniel Hyde, Jr.. President

CHANGE OF REGISTERED AGENT(S)

Notice is hereby given that the Board of Directors of the above named corporation has authorized the change ofthe corporation's registered agent(s). The name(s) and address(es) of the new registered agent(s) is/are asfollows:

Pr~ident, Vice President or Secelary Dale

AGENT'S ACCEPTANCE AND ACKNOWLEDGEMENT OF APPOINTMENT

I hereby acknowledge and accept the appointment of registered agent(s) for and on behalf of the above namedcorporation.

Sworn to and subscribed before me, the undersigned Notary Public, on this date:R PRINTED WITH NOTARY#

~ (

December 28. 2005L\J----J..,... a:.;... :,: .

ei !:::.~:Y;~': ;--;'~ .~. \..~ ;J \-.\: \..U 3~¿ ,__ ".. ;. .. .., ¡./o;"¡'," -, .,....f~ ~..~ c... 1ñ.~..C:nolcl()~. -w"" ~ . el .......~ ~.. ~.t./..~! :-...=:-~)~ 'll

" .. .!,tttZ:':i ~ . ,J."';. .f":..' ....'t

_ _. ~falQ_Q--p f:_'1_ ......... ____.

w. Fox MeKelthenSeeretary of State

DOMESTIC CORPRATIONANAL RERT II~I lmiiiiiiiiiiiiiiiiiiiiii~ 11111111111

For Period EngMay 01, 2005

1111111 11111 IIIII iII 1m IIII

..--0n3452590 DBUDBT PHON, INC.C/O JOHN K. FRAZIER

910 PIKRON RD. i STB. 108SBRBPORT, LA 71104

(-.11 CH TO AD"" IN '~18 IIJQRegistered Office Adess in Lousian

567 (Do Not Use P.O. BO)910 PIBRON RD., ST. 1.08SHPO, LA 711 04

..'l1I -- Issuè Shares

ou recorù 1iicate the 1011.oiiDIJ ngisterlH AI-t.. I!or the co~ratioi. i:D4oate any cih&ii.a or cWlation below.All ag_e8 _t ha", . Loaiai eda. Do DOt U8e a .. o. Bo.A NE REIS1 AGEN RB A NOAR SlTU

JOHN M. FRIER910 PIERBMONT RD., SUITE lOB/SJPOllT, LA i1104

SWni 0 a acr ore _ 011NOTi\Y NAM MU BE TY OR PR wr NOTARY I

New Rels Agen Sigtur Nota Sigtu Date

ou recorda il1dicat.a t.he follOl ,off cera or rector. for tbe co~rat em. IDCÜcate .- ohaii_ or clletiOlBbelow. Xf lI.ce .i. uadB for adtiOD offiCtrs/4ireawr.. atta= an adUI. i:iic1~ a4e.-.. Do 110t u..a P.O. Bo. Iiidic&te al1 olUce. held 1i each i:ii'r4il li.te4.

1. DAEL HYE, III DIll10145 THRN D1./SHRPOT, LA 71106

:ø. DA HYE. JR. PlS5709 SHRELINE DR./SHPO. IA '1119

S;c=Co

:: ~i "

-(:r 0:c "T\0 CJ.. ~.i -l

Datentl.

a.~'b61J"'SIGN e..

_.nll.....,M.i. NItl_ ~ to..Do No .. ClllDoNa....

we aI __.......

25.00~/DO NO STAPE

RMIi May 01,2005

te C__I Dlwi.i_P.o.....1U.... it LA TO...1Z.P"- (2U) 1"'71

CHIlKIF NO

CHAN

miøUNSIGNED REPO WILL BE REURNED

EXHIT 2 - CERTIFICATE OF AUTHORIY TO TRASACT BUSINSS

11

State of IdahoI I

CERTIFICATE OF AUTHORITY

OF

BUDGET PREPAY, INC.

File Number C 174473

I, BEN YSURSA, Secretary of State of the State of Idaho, hereby certify that an

Application for Certificate of Authority, duly executed pursuant to the provisions of the

Idaho Business Corporation Act, has been received in this office and is found to

conform to law.

ACCORDINGLY and by virtue of the authority vested in me by law, I issue this

Certificate of Authority to transact business in this State and attach hereto a duplicate of

the application for such certificate.

Dated: August 9,2007

~~SECRETARY OF STATE

')BYW~~

FILED EFFECTIVE202

APPLICATION FOR CERTIFICATE OF AUTHORITi.lr Profit)(Instructions on Back of Application) 3ft:. ... ..9. .

To the Secretary of State of Idaho: ~ltelA .. 1'/1 ~,,,.The undersigned Corporation applies for a Certifcate of Authority and states as folio l'4ìt it Y a. ".4:$

O¡: . r¡ ...1_ The name ofthe corporation is Budget PrePay, Inc. IlJ4~lfJ:ifr .

2_ The name which it shaD use in Idaho is

3_ It is incorporated under the laws of louisiana

4_ Its date of incorporation is May 1,1996

5_ The address ofits pñncipal offce is 1325 Barksdale Blvd., Suite 200, Bossier Cit, LA 71111

6_ The address to which correspondence should be addressed, if different frm item 5, is

1325 Barksdale Blvd., Suite 200, Bossier Cit, LA 71111

7. The street address of its registered offce in Idaho is541 Kendall st., Boise, ID 83706

. and it registered agent in Idaho at that address is TCS Corporate Services, Inc.

B. The names and respective business addresses of its diredors and offcers are:

Name Offce Address

See Atched

Dated: '1/lqJo7Budget PrePay, Inc. Customer Acc # :

# IC"p,,,o;n n"".J (if U$ing pre-paid acnl)

Iì Secretary of Stae use only;:alBy .~ .. ~\i'-'\1)".7 æ

iIDAHO SECRETARY OF STATE

Its Director of Operations

I08/09/2007 05:: øø

CK: 1117&4 CT: 216319 BH: lBS9959(specify capacity of signer)

¡1 § 10Ø.08 = lØØ.00 AUTH PRO ~ 2

LIST OF OFFCERS & DIRCTORS OFBudget PrePay, Inc.

Offcers

R. Danel Hyde, Jr.Tony CasonR. Daniel Hyde, mStephen Hyde

PresidentManager of OperationsSecretaryRegonal Sales Manager

Directors

R. Danel Hyde, Jr.Tony CasonR. Daniel Hyde, mStephen Hyde

Al the above referenced Offcers & Directors can be reached at:1325 Barksdale Blvd., Bossier City, Louisiana 71111

227

, CERTli'!AJO?~nt~~Iy~~~?s~~~rs~AME

To the SECRETARY O~ STATE, STATE OFl1~ 9.",p:Pursuant to Section 53-504, Idaho COde'~~~l9pea- l$gives notice of adoption of an Assumed BUSi~r~Nim1~1;lJ

1. The assumed business name which the undersigned use(s) in th~l(linsÇ;ction ofbusiness is:

Budget Phone

2. The true name(s) and business address(es) of the entit or individual(s) doingbusiness under the assumed business name is/are:

Name Complete AddressBudget PrePay, Inc. 1325 Barksdale Blvd., Suite 200, Bossier City, LA 71111

en '-\\1~')

3. The general type of business transacted under the assumed business name is:(marK only those that apply)

o Retail Trade 0D Wholesale Trade D(! Services 0

Manufacturing 0Agriculture DConstruction 0

Transporttion and Public UtiltiesFinance, Insurance, and Real EstateMining

4. The name and address to which futurecorrespondence should be addressed:Angela Janssen

Phone number (optional):

1no Windward Concourse ste.115Submit Certficate ofAssumed BusinessName and $20.00 fee to:

Alpharetta GA 30005 Secrtary of State700 West JeffersonBasement WestPO Box 83720Boise ID 83720-0080208 334-2301

5. Name and address for this acknowledgmentcopy is (if other than #4 abov):

Secta of Sta use only

~

l C\\\\(jQ3Signature: #-/Printed Name: Jody Craft

Capacit Director of Operations

(see insruion # 8 on back of fonn)

..'&è""~E~e-

ß.i;

IDAHO SECRETARY OF STATE108/09/2007 05:: e0CK: 111764 eT: 216319 BH: 10599591 ê 25.05 = 25.08 ASSüñ NA~E ~ 3

fiLED EffECTaVE227

.~\ CERTIFICATE Or A~SUMED 8~SINES~_~F(Please type or print legibly. See instructions on ~lit ."9 PJI 2:. ..

To the SECRETARY OF STATE, STATE OF IDAHO . Sì:!tFry OF 48Pursuant to Section 53-504, Idaho Code, the undersigned OF'II1ASlAtrgrves notice of adoption of an Assumed Business Name. ~/fO (.

1. The assumed business name which the undersigned use(s) in the transaction ofbusiness is:

Budget Phone

2. The true name(s) and business address(es) of the entity or indrvidual(s) doingbusiness under the assumed business name is/are:

Name Complete AddressBudget PrePay, Inc. 1325 Barksdale Blvd., Suite 200, Bossier City, LA 71111

3. The general type of business transacted under the assumed business name is:(mark only those that apply)

o Retail Trade 0D Wholesale Trade D(! seivces 0

Manufacturing 0Agriculture 0Construction 0

Transporttion and Public UtilitiesFinance, Insurance, and Real EstateMining

4. The name and address to which futurecorrespondence should be addressed:Angela Janssen

Phone number (optional):

1720 Windward Concourse ste.115Submit Certficate ofAssumed BusinessName and $20.00 fee to:

Alpharetta GA 30005 Secrtary of State700 West JeffersonBasement WestPO Box 83720Boise 10 83720-0080208334-2301

5. Name and address for this acknowledgmentcopy is (if other than #4 above):

Sec of Sta use only

~

l~

\Ç)\ \ '\ \) '& )Signature: W/Printed Name: Jody Craft

Capacit Director of Operations

(see instUGion # B on back of form)

iè.Jlê~a.

~'"

IDAHO SECRETARY OF STATE08/09/2Ø07 05: øøCK: li1764 CT: 216319 BH: 106SgS91 ~ E5.ea = 25.00 ASSUM NAME ij 3

EXHIBIT 3 - FINANCIA INORMATION

FILED AS CONFIDENTIAL AN PROPRIETARY

12

EXHIBIT 4 - SERVICE ARA MAP

13

;' "-' () '_,' ..-1 /'-": /" t.,/.j.;\"_.'/

. .07/'23/97' 16: 17 '5208 334 3762 IDAHO PUC _ i¡OO2/002

LEGEND

. II Ex GT SeNlce Ara

II Ex U S We Nort SaMce AÆ

II Exting U S We Sout Seiv Ara

State of Louisiana

County of Bossier

Jody Craft, being first dily sworn, deposes and says that he/she is the Director of Operations of Budget

PrePay, Inc. d//a Budget Phone, the Applicant in the proceedig entitled above, that he/she has readthe foregoing application and knows the contents thereof; that the same are tre of his!her knowledge,except as to matters which are therein stated on inormtion or belief, and to those matters he believesilemto oonue. ~eL

~ector of Operations

Subscrbed and sworn to before this~y of ~, 2007.

t. 1otai Public

My Commssion expires:

id dec app

"

2