Covad Assignment_IBF

NOTICE submitted by Bingham McCutchen LLP

Pro Forma Assignment - Covad 214 to DIECA

2012-02-14

This document pretains to ITC-214-20021118-00544 for International Global Resale Authority on a International Telecommunications filing.

IBFS_ITC2142002111800544_939354

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                                                                                                    Approved by OMB
                                                                                                           3060-0686

         INTERNATIONAL SECTION 214 AUTHORIZATIONS
                    FOR ASSIGNMENT OR
                   TRANSFER OF CONTROL
                                FCC FORM 214TC
                             FOR OFFICIAL USE ONLY


APPLICANT INFORMATION
Enter a description of this application to identify it on the main menu:
Notification of Pro Forma Assignment of Covad Communications Company's 214 Authority to DIECA
Communuications, Inc.
1. Legal Name of Applicant
                                                                      Phone
 Name:      DIECA Communications, Inc.                                Number:      202-220-0410
 DBA                                                                  Fax
 Name:                                                                Number:
 Street:    2220 O'Toole Ave.                                         E-Mail:      Ahansel@covad.com
 City:      San Jose                                                  State:       CA
 Country:   USA                                                       Zipcode:     95131 -
 Attention: Anthony Hansel
2. Name of Contact Representative
Name:      Russell Blau and Jeffrey Strenkowski                                Phone Number:     202-373-6000
 Company: Bingham McCutchen LLP                                                Fax Number:       202-373-6001
 Street:    2020 K Street, N.W.                                                E-Mail:
 City:      Washington                                                         State:            DC
 Country:   USA                                                                Zipcode:          20006-
 Attention: Russell Blau and Jeffrey Strenkowski                               Relationship:     Legal Counsel
                                         CLASSIFICATION OF FILING
3.Choose the button next to the classification that best describes this filing. Choose only one.
    a. Assignment of Section 214 Authority
An Assignment of an authorization is a transaction in which the authorization, or a portion of it, is assigned from
one entity to another. Following an assignment, the authorization will usually be held by an entity other than the one
to which it was originally granted. (See Section 63.24(b).)
    b. Transfer of Control of Section 214 Authority
A Transfer of Control is a transaction in which the authorization remains held by the same entity, but there is a
change in the entity or entities that control the authorization holder. (See Section 63.24(c).)
    c. Notification of Pro Forma Assignment of Section 214 Authority ( No fee required )
    d. Notification of Pro Forma Transfer of Control of Section 214 Authority ( No fee required )
Date of Consummation: 12/31/2011 Must be completed if you selecct c or d.


4. File Number(s) of Section 214 Authority(ies) for Which You Seek Consent to Assign or Transfer Control.
Note: If the Section 214 Authorization Holder whose authority is being assigned or transferred does not have an "ITC" File
No. under which it is operating, contact the Help Desk for assistance before proceeding further with this application. You
cannot enter an "ITC-ASG" or "ITC-T/C" File No. in response to this question. Your response must specify one or more
"ITC" File Nos. Relevant "ITC-ASG" or "ITC-T/C" File Nos. should be listed only in Attachment 1 in response to




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Question 10.
           File              File    File    File    File    File    File    File
Number:ITC2142002111800544 Number: Number: Number: Number: Number: Number: Number:
5. Name of Section 214 Authorization Holder
                                                               Phone
 Name:         Covad Communications Company                    Number:     202-220-0410
 DBA Name:                                                     Fax Number:
 Street:       2220 O'Toole Avenue                             E-Mail:        anthony,hansel@megapath.com
 City:         San Jose                                        State:         CA
 Country:      USA                                             Zipcode:       95131 -
 Attention:
6. Name of Assignor / Transferor
                                                                Phone
 Name:         Covad Communications Group, Inc.                 Number:     202-220-0410
 DBA Name:                                                      Fax Number:
 Street:       2220 O'Toole Avenue                              E-Mail:         anthony,hansel@megapath.com
 City:         San Jose                                         State:          CA
 Country:      USA                                              Zipcode:        95131 -
 Attention:
7. Name of Assignee / Transferee
                                                            Phone
 Name:         DIECA Communications, Inc.                   Number:     202-220-0410
 DBA Name:                                                  Fax Number:
 Street:       2220 O'Toole Ave.                            E-Mail:        anthony,hansel@megapath.com
 City:         San Jose                                     State:         CA
 Country:      USA                                          Zipcode:       95131 -
 Attention:    Anthony Hansel
8a. Is a fee submitted with this application?
    If Yes, complete and attach FCC Form 159.

If No, indicate reason for fee exemption (see 47 C.F.R.Section 1.1114).
    Governmental Entity       Noncommercial educational licensee     Notification of Pro Forma (No fee required.)
    Other(please explain):
8b. You must file a separate application for each legal entity that holds one or more Section 214 authorizations to be
assigned or transferred.
 Fee Classification CUT - Section 214 Authority
9. Description (Summarize the nature of the application.)
Notification of Pro Forma Assignment of Covad Communications Company's 214 Authority to
DIECA Communuications, Inc.
10. In Attachment 1, please respond to paragraphs (c) and (d) of Section 63.18 with respect to the assignor/transferor and
the assignee/transferee. Label your response "Answer to Question 10".

 11. Does any entity, directly or indirectly, own at least ten (10) percent of the equity of the
 assignee/transferee as determined by successive multiplication in the manner specified in the note     Yes     No
 to Section 63.18(h) of the rules?




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 If you answered "Yes" to this question, provide in Attachment 1, the name, address, citizenship,
 and principal businesses of each person or entity that directly or indirectly owns at least ten (10)
 percent of the equity of the assignee/transferee, and the percentage of equity owned by each of
 those persons or entities (to the nearest one percent). Label your response "Answer to Question
 11."

 12. Does the assignee/transferee have any interlocking directorates with a foreign carrier?              Yes     No
 If you answered "Yes" to this question, identify each interlocking officer/director in Attachment
 1. (See Section 63.09(g).) Provide the name and position/title of the individual or entity, the name
 of the foreign carrier, and the country in which the foreign carrier is authorized to operate. Label
 your response: "Answer to Question 12."
 13. Provide in Attachment 1 a narrative of the means by which the proposed assignment or transfer of control will take
 place. In circumstances of a substantial assignment or transfer of control pursuant to Section 63.24(e), where the assignor
 seeks authority to assign only a portion of its U.S. international assets and/or customer base, please specify whether the
 assignor requests authority to continue to operate under any or all of its international Section 214 File Nos. after
 consummation; and, if so, please specify in Attachment 1 each File No. it seeks to retain in its own name. Label your
 response "Answer to Question 13."
 Note: The assignor may retain any or all of its international Section 214 File Nos. In that case, the assignor will continue
 to hold the international section 214 authorizations that it specifies in response to this question. The ITC-ASG File No.
 that the Commission assigns to this application will, when granted, constitute Commission authorization of the proposed
 assignment of assets and /or customers from the assignor to the assignee. Unless Commission grant of the assignment
 application specifies otherwise, the assignee may provide the same services on the same routes as permitted under the
 assignor's Section 214 authorization(s), and the assignee may provide such service to any customers it may obtain in the
 ordinary course of business.

 If this filing is not a notification of a pro forma assignment or pro forma transfer of control, please respond to Questions
 14-20 below. (See Section 63.24(d).) Otherwise, you may proceed to Question 21 below.

 14. Check "Yes" below if the assignee is a foreign carrier or if, upon consummation of the
 proposed assignment or transfer of control, the Section 214 holder would be affiliated with a
 foreign carrier. (See Section 63.18 (i).) The terms "foreign carrier" and "affiliated" are defined in    Yes     No
 Section 63.09 (d) & (e) of the rules respectively.
 If you answered "Yes" to this question, please specify in Attachment 1 each foreign country in
 which the assignee is a foreign carrier or in which the Section 214 holder, upon consummation,
 would be affiliated with a foreign carrier. Label your response, "Answer to Question 14."
 15. If this application is granted and the proposed assignment or transfer is consummated, would
 the Section 214 holder be authorized to provide service to any destination country for which any         Yes     No
 of the following statements is true?
 (1) The Section 214 holder is a foreign carrier in that country; or
 (2) The Section 214 holder controls a foreign carrier in that country; or
 (3) Any entity that owns more than 25 percent of the Section 214 holder, or that controls the
 Section 214 holder, controls a foreign carrier in that country.
 (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate,
 more than 25 percent of the Section 214 holder and are parties to, or the beneficiaries of, a
 contractual relation (e.g., a joint venture or market alliance) affecting the provision or marketing
 of international basic telecommunications services in the United States.
 If you answered "Yes" to this question, please specify in Attachment 1 each foreign carrier and
 country for which any of the above statements would be true. Label your response, "Answer to
 Question 15."

 16. If you answered "Yes" to question 14, do you request classification of the Section 214 holder
 as a "non-dominant" carrier, upon consummation of the proposed transaction, between the United           Yes     No
 States and any or all countries listed in response to Question 14? See Section 63.10 of the rules.

 If you answered "Yes" to this question, you must provide information in Attachment 1 to
 demonstrate that the Section 214 holder would qualify for non-dominant classification under
 Section 63.10 of the rules on each U.S.-destination country route where it would be a foreign
 carrier, or would be affiliated with a foreign carrier and for which you request non-dominant




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 classification. Label your response, "Answer to Question 16."
 17. If you answered "Yes" to question 14 and you have not provided information in response to Question 16 to
 demonstrate that the Section 214 holder would qualify for non-dominant classification under Section 63.10 of the rules on
 each U.S.-destination route where it would be a foreign carrier, or be affiliated with a foreign carrier, check "Yes" below
 to certify that the assignee/transferee agrees to comply with the dominant carrier safeguards in Section 63.10 (c) & (e) of
 the rules in the provision of international service between the United States and any foreign country(ies) for which you
 have not provided the required information.
    Yes, I certify that I agree to comply with the dominant carrier safeguards in Section 63.10 (c) & (e) of the rules in my
 provision of international service between the United States and the following foreign country(ies):
    No, Does not apply.

 18. If you answered "Yes" to question 15, and if you have not provided information in response to question 16 to
 demonstrate that the Section 214 holder would qualify for non-dominant classification under Section 63.10 of the rules in
 its provision of service to each of the countries identified in response to question 15, the Section 214 holder may not be
 eligible to provide international telecommunications service between the U.S. and each such country following
 consummation of the assignment or transfer. In order to determine whether the public interest would be served by
 authorizing service on these U.S.-destination country routes, the assignee/transferee must provide information, in
 Attachment 1, to satisfy one of the showings specified in Section 63.18(k) of the rules. Label your response, "Answer to
 Question 18."
 19. If the assignee, or the Section 214 holder that is the subject of this transfer of control application, is a provider of
 Commercial Mobile Radio Services, you need not answer this question.
 If any of the Section 214 authorization(s) that would be assigned or transferred, authorize the Section 214 holder to resell
 the international switched services of an unaffiliated U.S. carrier for the purpose of providing international
 telecommunications services to a country listed in response to question 14, and unless you have provided information in
 response to question 16 to demonstrate that the Section 214 holder would qualify for non-dominant classification under
 Section 63.10(a)(3) of the rules for each country, check "Yes" below to certify that the assignee/transferee will file the
 quarterly traffic reports required by Section 43.61(c) of the rules; and/or state in Attachment 1 that the foreign carrier(s)
 for which the applicant has not made a showing under Section 63.10(c)(3) do(es) not collect settlement payments from
 U.S. international carriers. (See Section 63.18(l).)
     Yes, I certify that I agree to comply with the quarterly traffic reporting requirements set forth in section 43.61( c ) of
 the rules.
 20. If the applicant desires streamlined processing pursuant to Section 63.12 of the rules, provide in Attachment 1 a
 statement of how the application qualifies for streamlined processing. (See Section 63.18(p).) Note that, if the application
 is being filed in connection with a sale of assets or reorganization of a carrier or its parent pursuant to the U.S. bankruptcy
 laws, the application may not be eligible for streamlined processing until final bankruptcy court approval of the proposed
 sale or reorganization.
                   Applicant certifies that its responses to questions 21 through 25 are true:
 21. The assignee/transferee certifies that it has not agreed to accept special concessions directly
 or indirectly from a foreign carrier with respect to any U.S. international route where the foreign
 carrier possesses sufficient market power on the foreign end of the route to affect competition            Yes      No
 adversely in the U.S. market and will not enter into any such agreements in the future.
 22. By signing this application, the undersigned certify either (1) that the authorization(s) will not
 be assigned or that control of the authorization(s) will not be transferred until the consent of the
 Federal Communications Commission has been given, or (2) that prior Commission consent is
 not required because the transaction is subject to the notification procedures for pro forma               Yes      No
 transactions under Section 63.24 of the rules. The assignee/transferee also acknowledges that the
 Commission must be notified by letter within 30 days of a consummation or of a decision not to
 consummate. (See Section 63.24(e)(4).)
 23. If this filing is a notification of a pro forma assignment or transfer of control, the undersigned
                                                                                                            Yes    No
 certify that the assignment or transfer of control was pro forma and that, together with all
 previous pro forma transactions, does not result in a change in the actual controlling party.              Not a Pro Forma


 24. The undersigned certify that all statements made in this application and in the exhibits,




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 attachments, or documents incorporated by reference are material, are part of this application, and
 are true, complete, correct, and made in good faith.                                                      Yes      No

 25. The assignee/transferee certifies that neither it nor any other party to the application is subject
 to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21
 U.S.C. � 862, because of a conviction for possession or distribution of a controlled substance.         Yes      No
 See Section 1.2002(b) of the rules, 47 CFR � 1.2002(b), for the definition of "party to the
 application" as used in this certification.


                                                     CERTIFICATION
26. Printed Name of Assignor / Transferor                         29. Printed Name of Assignee / Transferee
Covad Communications Group, Inc.                                  DIECA Communications, Inc.
27. Title (Office Held by Person Signing)                         30. Title (Office Held by Person Signing)
General Counsel and Secretary                                     General Counsel and Secretary
28. Signature (Enter the name of the person who will sign         31. Signature (Enter the name of the person who will sign
the paper version of this form for retention in their files)      the paper version of this form for retention in their files)
Douglas Carlen                                                    Douglas Carlen
      WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND / OR
                                                  IMPRISONMENT
      (U.S. Code, Title 18, Section 1001), AND/OR REVOCATION OF ANY STATION AUTHORIZATION
        (U.S. Code, Title 47, Section 312(a)(1)), AND/OR FORFEITURE (U.S. Code, Title 47, Section 503).

FCC NOTICE REQUIRED BY THE PAPERWORK REDUCTION ACT

The public reporting for this collection of information is estimated to average 8 hours per response,
including the time for reviewing instructions, searching existing data sources, gathering and
maintaining the required data, and completing and reviewing the collection of information. If you have
any comments on this burden estimate, or how we can improve the collection and reduce the burden it
causes you, please write to the Federal Communications Commission, AMD-PERM, Paperwork
Reduction Project (3060-0686), Washington, DC 20554. We will also accept your comments regarding
the Paperwork Reduction Act aspects of this collection via the Internet if you send them to
PRA@fcc.gov. PLEASE DO NOT SEND COMPLETED FORMS TO THIS ADDRESS.

Remember - You are not required to respond to a collection of information sponsored by the Federal
government, and the government may not conduct or sponsor this collection, unless it displays a
currently valid OMB control number or if we fail to provide you with this notice. This collection has
been assigned an OMB control number of 3060-0686.

THE FOREGOING NOTICE IS REQUIRED BY THE PAPERWORK REDUCTION ACT OF 1995,
PUBLIC LAW 104-13, OCTOBER 1, 1995, 44 U.S.C. SECTION 3507.




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Document Created: 2012-02-14 12:11:10
Document Modified: 2012-02-14 12:11:10

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