Proposed Transaction

Under this transaction, the transfer of control of TSI will be indirectly transferred to Aspen - Series A through a stock purchase transaction involving Teligent and Aspen - Series A. TSI will continue to hold its CPCN to provide facilities-based and resold local and intraLATA and interLATA long distance telecommunications services in California.

Both Teligent and TSI previously filed a petition for Chapter 11 bankruptcy.³ In September 2002, Teligent emerged from bankruptcy with Aspen - Series A and other creditors as owners of Teligent. According to the application, Aspen - Series A currently holds a 21.89% ownership interest in Teligent. Upon approval of this transaction, Aspen - Series A will hold an approximately 95.31% ownership interest in Teligent.

Applicants represent that this change in ownership will benefit TSI and its customers, by giving TSI potential access to the financial resources of Aspen - Series A.

The applicants further represent that the transaction will be transparent to customers. There will be no change in the name or management of TSI, because the transaction will be completed at the parent company level only. Customers will continue to receive service from TSI under the same rates, terms, and conditions after the transaction is approved.