Attachment 20161222101448-480.p

20161222101448-480.p

SUPPLEMENT

Supplement

2000-07-18

This document pretains to ITC-ASG-20000210-00092 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2000021000092_1385299

hcCAXq #O0que—uuG—I Arent Fox Kintner Plotkin & Kahn, PLLC ll Arent FOX 1050 Connecticut Avenue, NW Washington, DC 20036—5339 ATTORNEYS AT LAW Phone 202/857—6000 Fax 202/857—6395 www.arentfox.com Sana D. Coleman 202/775—5753 colemans@arentfox.com July 18, 2000 VIA HAND DELIVERY RECEIVEp Magalie Roman Salas JUL 18 2009 RECE IVED Secretary Prognat commuscanions Conmesige Office of the Secretary eprice of ts secaemay JUL 8 20 Federal Communications Commission yuL 1 00 445 Twelfth Street, S.W., Room TW—A 325 Telecom Division Washington, D.C. 20554 International Bureau RE: Withdrawal ofApplication and Requestfor Refund ofApplication Processing Fee— In the Matter of Application of Millennium Optical Networks/North America, Inc. ("MONNAIT") and Sphera Optical Networks N.A., Inc. ("Sphera") for Authority Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Assign Authorization to Provide Global Facilities—Based and Resale Telecommunications Services Dear Ms. Salas: On July 6, 2000, Millennium Optical Networks/North America, Inc. ("MONNAI") and Sphera Optical Networks N.A., Inc. ("Sphera"), (collectively, the "Joint Applicants") filed the above—captioned Application with the Federal Communications Commission (the "Commission") (copy enclosed). Since that time, the Joint Applicants have concluded that their proposed transaction is properly designated as a pro forma assignment pursuant to Section 63.24(a)(5) of the Commission‘s rules, 47 C.F.R §63.24(a)(5). Accordingly, the Application is not subject to the requirements of Section 63.18 of the Commission‘s rules, 47 C.F.R. §63.18, and the Joint Applicants hereby withdraw the Application. The Joint Applicants, however, do intend to comply with the notification requirements specified in Section 63.24(b) of the Commission‘s rules, 47 C.F.R. §63.24(b). The Commission does not require a filing fee for pro forma assignments, and accordingly, the Joint Applicants request a refundof the application fee in the amount of $780. See 47 C.F.R. §1.1113(a)(1). WASHINGTON, DC NEW YORK RIYADH BUCHAREST

I|I Arent Fox ATTORNEYS AT LAW Magalie Roman Salas July 18, 2000 Page 2 Should you have any questions regarding this filing, please contact the undersigned. Respectfully submitted, _ / ) j 2,,%na AJ (btmen Sana D. Coleman ge: George Li (via facsimile) Managing Director, FCC (via messenger) Thomas Koltis (via U.S. postal service) Ryan Scott (via U.S. postal service) Douglas G. Bonner (via inter—office mail) Helen E. Disenhaus (via U.S. postal service) Enclosure

Before the EDE RAL COV MUNICATIONS COMMISSION Wa ihington, D .C. 20554 iz A* 7 303 ons 23 d 97 000C In tt e Maiter of ) ) MIJ.LEN NIUNI OPTTICA . NE‘ CWO @iKS/ ) NOiTH AMEUCA, INC ) ) File No. ITC 2000— and ) ) SPFE ERA OPT [CAL NET WOE KS NA., NC. ) ) App licaticn for Authority P irsuar t to ) Sect on 214 of t 1e Co:nmur icatio as Ac ) of 1)34, a ; Amended, to As sign / uthor zation1 ) to P: ovide Glob i1 Fac lities Based| and ) lesale ) Tele somir unica:ions Servic 3s ) ) JOINT APPLICAT ON Millenni im Optical Networks/N orth America, Inc. ("MONNAI") and Sphera Optical Netzorks N.A., Inc. (" Sphe a"), (:olleciively eferr:d to ; s the "Applicants"), by their undersigned cor nsel and pu suant to Se :tion :14 of the C ommunications Act of 1934, as amended, 47 U.S.C. §214, s nd Se stion 63.18(e)(3) of the Commission‘s Rules, 47 C.F.R. §63.18(e)(3), hereby request approval of the assignment (the "Assignment") whereby the Section 214 authorization granted by this Commission to MONNAI on March 17, 2000 under File No. ITC—ASG—2000210—00092 (the "Section 214 Authorization") will be assigned to Sphera. As fully described herein, approval of the Assignment will permit Sphera to realize significant economic and marketing efficiencies which will enhance its ability to provide high quality, low cost telecommunications services and to compete more effectively in the

international telecommunications marketplace. Accordingly, grant of this Application will benefit the public interest. In support of this Application, Applicants submit the following information: I. THEPARTIES A. Sphera Optical Networks N.A., Inc. Spherais a privately held Delaware corporation having its principal place of business in New York, New York. Sphera is a wholly ownedsubsidiary of MONNAI. Sphera does not have any subsidiaries at this time. Following the Assignment, Sphera will have sufficient technical, financial, and managerial resources to operate as a global facilities—basedand resale carrier of international telecommunications services. Uponapproval by the Commissionof this Section 214 Application and the closingof the Assignment, (a) MONNAI personnel that provide the telecommunications services authorized under the Section 214 Authorization will be employed by Sphera, (b) the physical assets of MONNAI that are necessary to provide the telecommunication services authorized under the Section 214 Authorization will be transferred to Sphera, (c) and Sphera will receive, as a result of the Assignment, working capital. B. Millennium Optical Networks/North America, Inc. MONNAI is a privately held Delaware corporation headquartered in New York, New York. MONNAI is authorized to provide international switched voice services between the United States and permissible ifiternational points as an international facilities—based and resale carrier. Further information regarding MONNAI was submitted in File No. ITC—ASG—2000210— 00092 and is therefore, already a matter of public record at the Commission, and Applicants request that it be incorporated by reference herein.

IL. THE TRANSACTION Pending the consent of the shareholders of MONNAI, which consent is expected to be obtained on or about July 7, 2000, MONNAI and certain investors (collectively, the Investors) have agreed to enterinto a Purchase Agreement pursuant to which MONNAI will issue to the Investors approximately 24,900,000 shares of its authorized but unissued preferred stock, which stock can be converted into common stock (collectively, the Additional Stock), in return for the Investors payment to MONNAI of approximately $68,000,000. Upon completion ofthe sale of the Additional Stock, MONNAI will have issued 28,916,667 of its 50,000,000 authorized shares of preferred stock and 19,000,000 of its 100,000,000 authorized shares of its common stock. The sale of the Additional Stock to the Investors will provide MONNAI withthe additional working capital that Sphera may draw upon to enhance Sphera‘s ability to provide uninterrupted quality and cost effective and competitive telecommunications services to its customers. As a wholly owned subsidiary of MONNAI, Sphera will have sufficient technical, financial, and managerial resources and theability to provide the telecormmunication services as fully under MONNAT‘s Section 214 Authorization. Those services currently being provided by MONNAI will continue to be offered by Sphera pursuant to the MONNAI tariffs currently on file with the Commission. A team of well—qualified telecommunications managers comprised, in part, of existing MONNAI peréonnel will lead Sphera. The transfer of MONNAT‘s Section 214 Authorization to Sphera, therefore, will be virtually transparent to the customers of MONNAL.

III. PUBLIC INTEREST CONSIDEE ATIONS Consummation of the proposed tran sactio: 1 will serve the public interes : in promoting competition anong providers 0:‘ local and i iterex shange telecomm inications s srvices by combining the financial resources and complementary imnanagerial skills ind ex seriet ce of MONNAI and Sphera in providing telecom nunications services to the public. MON NAI :ind Sphera anticipatethat the contenplated Assignment will result in a comp any better equipp2d to accelerate its growth as a compstitive telecommuiications service provicer. The As:signm snt will permit MONNAI and Sphera to manag s thei1 telecommunications operations more efficiently, thereby enhancing their operatic nal flexibility and effic:ency. Thes : enhincements will benefit customers of each carrier nationwide by offering better services at compititive prices. Accordingly, the proposed Assignir ent w 11 benefit the public intarest ty enabling MONNAI and Sphera to offer competitivel; priced services in the J.S. t iterstete and international marketplace. IV. INFORMATION REQUIRED B)" SEC TION 63.18 In support of Applicants‘ request for authc rization, the following inforniation is sut mitted pursuant to Section 63.18 (e)(3) of the Commission‘s rules and regulations, 47 C.F.R. §63.18(e)(3). (a) The name, address and telephone number of Applicants are: Millennium Opfical Networks/ North America, Inc. 200 Madison Avenue, Suite 502 New York, New York 10016 Telephone: (212) 683—1011 Facsimile: (212) 683—6966

Sphera Optical Networks N.A., Inc. 200 Madison Avenue, Suite 502 New York, New York 10016 Telephone: (212) 683—1011 Facsi mi e: (212) 683—5966 (b) MOP N. \I is & ec rporation organiz:d and existing under the lawss of the state of Dela vaie. Sphe ‘a is a corpc ration orgarized iind. existing underthe laws of the state of Dela vae. (c) The 1 anie, titls, ; ddress and telephone number of the contact to whom corre ;pc ndence ( oncerning tais ap »lication should be directed to: MO) N. \I ancd S ohera: Thor ias Koltis, 1 sq. 200 14alison Av »nue, Suite 502 New Y¥crk, New York 10016. Telep hcne: (212) 683—1011 Facsi mie: (2 12) 683—6966 with a c opy to: Dou; las G. Bon er, Esq. Sana D. Colemaii, Esq. Aren : F )x Kintn r Plotkin & Kahn PLLC 1050 Comnectict t Avenue, NW Was! in ston, D.C‘. 20036—5339 Tel: (202) 85 —6000 Fax: (202) 85:—6395 The Commission is requested to direct any inquiries concerning this application to Douglas G. Bonner, Esq. and Sana D. Coleman, Esq. (d) MONNAI has authority to provide global facilities—based and resale services pursuant to Section 214 under File No. ITC—ASG—2000210—00092. Sphera does not have Section 214 authorization. (e)—(f) No response required.

(g) Not applicable. (b) Sphera is a wholly owned subsidiary of MONNAI, therefore, MONNAI has a 100% equity interest in Sphera. The following entities, through their direct ownership interests in MONNAI, indirectly haive a ten percent or greater interest in Sphera: NMillennium Optical Networks, Inc. 200 Madison Avenue, Suite 502 New York, NY 10016 Indirect percent ownership; 33% Principal Business: Telecommunications Citizen: A New York Corporation Peter Tierney (through his interest in Millennium Optical Networks, Inc.) 200 Madison Avenue, Suite 502 New York, NY 10016 Indirect Percent Ownership: 23% Principsll Business: Telecommunications Citizen: A U.S. Citizen Allan Quasha (through his interest in Millennium Optical Networks, Inc.) 720 5th Avenue, 9th Floor New York, NY 10019 Percent Ownership: 24% Principal Business: Investment Citizen: A U.S. Citizen Pequot Venture Partners, L.P. 500 Nyala Farm Road Westport, CT 06880 Percent Ownership: 17% Principal Business: Investment Citizen: a Delaware Limited Liability Partnership Sphera has no interlocking directorates with a foreign carrier. ) See attached Certification. G) See attached Certification.

(k) — (m) Not applicable. (n) By the attached Certification and as required by Section 63.18(n) of the Commission‘s rules, Sphera certifiss that, except as permitted by the Commission‘s Rules, directly or in directy frorn any foreign carrier or administration with respect t» traflic or 1evenue flov‘s betveen the U.;3. ind any foreign country which Sphera may be auchorized to serve nc it wi l not enter into such agreements in the futur:. (0) By the attached Certification and as required by 63.1 8(0) of tie TSomniission‘s rules, Sphera certifies that no party to this Appliciation, as delined in Seciions 1.2001 through 1.2003 of the: Commission‘s rules, 47 C.F.R. §§ :.2 )01 —1.2003, is subject to a denial of Federa. bene its pursuant to Section 5301 of the Arti—Drug Abuse Act of 1988, 21 U.S.C. § 853(a). (P) Sphera submits that this Apr lication is eatitled to st eainlined processing for the following reasons: (1) grant of this Appl cation is in the publ c interest and will enbhance competition in the i iternational telecominu aications market; (2) Sphera is not affiliated with a foreig 1 carr er; (3) Sphera is not affilis tec! with a cominant U.S. carrier whose internatic nal svitched or private linzs services .Applicant seek: authority to resell; and (4) Sphera 1loes not seek to provide: syritched basi; service over private lines to a country for which the Commission i1as nct previot sly authorize the provision of svitched services over pr vare lines. Accordit gly, Applicant requests streamlined processinig of this Applicaion ir accorda 1ce with 47 C.F.R. §63.12. As demonstrated in this Application, App icants submit tha ; the grar t of this Ap plication will serve the public interest, convenience and necessity. For the reasons spscifie1hsrein, Applicants respectfully requests the Commission to gra it the instarit Appr lic ition ‘zia str:amlined processing.

Respectfully submitted, By: Wfl/ AQ d&/mmu . Doilglas G. Bonner, Esq. Sana D. Coleman, Esq. Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W. Washington, D.C. 20036 Tel: (202) 857—6000 Fax: (202) 857—6395 Counsel for Millennium Optical Networks/North America, Inc. and Sphera Optical Networks N.A., Inc. Dated: July 6, 2000

CERTIEFICATION REQUIREMENTS OF 47 CFR 63.18 (D(J)(N) AND (0) 1 47 CFR 63.18(i). Sphera Optical Networks N.A., Inc. is not affiliated with any foreign carrier. 3. 47 CFR 63.18(j). Sphera Optical Networks N.A., Inc. does not seek to ; vide international communication services to any destination country meeting y of the conditions set forth in 47 CFR 63.18(j). 3: 47 CFR 63.18(m). Except as permitted by the Commission‘s Rules, as aa ided from time to time, Sphera Optical Networks N.A., Inc., has not agreed t —ccept any special concessions, as defined by the Commission‘s Rules, directly ( indirectly from any foreign carrier or administration with respect to traff >r revenue flows between the U.S. and any foreign country which Sphera ( ical Networks N. A., Inc. may be authorized to serve and it will not enter inte ich agreements in the future. 4. 47 CFR 63.18(0). No party to this Application is subject to a denial of F sral benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, U.S.C. ! §53(a).

CERTIFICATION CONTINUED STATE OF NEW YORK COUNTY OF NEW YORK I, Tom J. Koltis, under penalty of perjury declare that I am the Assistant General Counsel of Millennium Optical Networks North America, Inc ("MONNAI") and the person authorized to make this certification on behalf of MONNAI and its wholly—owned subsidiary, Sphera Optical Networks N.A., Inc. ("Sphera"); that I have read the foregoing statements attached hereto; and that the same are true and correct to the best of my knowledge, information, and belief. By: Tom i‘g@lt\is Subscribed and\swom to me this _4 day of July, 2000 m ' y /h&;@fi ary Public ¥ My co 'ssian expires: 7/2002


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