Attachment 20161222101558-480.p

20161222101558-480.p

SUPPLEMENT

Supplement

2000-02-10

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

IBFS_ITCASG2000021000092_1385304

Categories of (Stre C LIMITED/GLOBAL RESALE E C LIMITED/GLOBAL FACILI! SED SERVICE C LIMITED/GLOBAL FACILI! SED/RESALE SERVI C INDIVIDUAL FACILITIES—BA SERVICE Q INTERCONNECTED PRIVATE L RESALE SERVIC C INMARSAT AND MOBILE SATE E SERVICE C INTERNATIONAL SPECIAL PR P C SWITCHED RESALE SERVICE C TRANSFER OF CONTROL B¥ ASSIGNMENT OF LICENSE C PRO FORMA TRANSFER/ASSIGNMENT C SPECIAL TEMPORARY AUTHORITY C —SUBMARINE CABLE LANDING LICENSE Description of Application:

ore the FEDERAL COM CATIONS COMMISSION Washington, D.C. 20554 , 108 In the Matter of MILLENNIUM OPTICAL NETWORK and MILLENNIUM OPTICAL NETWORK NORTH AMERICA, INC. File No. ITC—00______________ Application for Authority Pursuant to Section 214 ofthe Communications Act of 1934, as amended, to Assign Authoriz to Provide Global Facilities—Based and Resale Telecommunications Service JON PLICATION Millennium Optical Networks, I 4ONI") and Millennium Optical Networks/North America, Inc. ("MONNAI") (collectively icants"), by their undersigned counsel and pursuant to Section 214 of the Communication : of 1934, as amended, 47 U.S.C. §214, and Section 63.18(e)(3) of the Commission‘s ] 17 C.F.R. § 63.18(e)(3), hereby request approval of the assignment (the "Assignment") wl the Section 214 authorization granted by this Commission to MONI on January 5, 200u unaer Docket ITC—214—19991210—00777 (the "Section 214 Authorization") will be assigned to MONNAL. As fully described herein, approval of the Assignment will permit MONNAI 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 thi lication will benefit the public interest. In support of this Application, Applicants submit tt rwing information: 1. THE PARTIES A. Millennium Optical Networks/North Amer MONNAI is a privately held Delaware corporation he tered in New York, New York. MONNAI does not have any subsidiaries or assets at this tir der the proposed Assignment, MONNAI will have sufficient technical, financial, and manay esources to operate as a global reseller and facilities—based carrier of international telecomt tions services pursuant to the terms and conditions of Section 63.18(e)(2) ofthe Commis: Rules. Upon approval by the Commission of this Application and the closing of the Assig , (a) the MONI personnel that provide the telecommunication services authorized under th on 214 Authorization will be employed by MONNAI, (b) the physical assets of MON] are necessary to provide the telecommunication services authorized under the Section 214 rization will be transferred to MONNAL, (c) and MONNAI will receive, as a result of the 4 nent, working capital. B. Millennium Optical Networks, Inc. M s a New York corporation headquartered in New York, New York. MONI is authorized to provide international switched voice services between the United States and international points as an international resale and facilities—based carrier. Further information concerning MONI was submitted in File No. ITC— 19991210—00777 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 MONI and MONNAI have determined that they will real nificant economic and marketing efficiencies by establishing MONNAI as a subsidiary of [. Accordingly, MONL, MONNAI, and Pequot Venture Partners, L.P. ("Pequot") have er into an Asset Purchase Agreement under which, among other things, MONI will transfer cert ets, including its Section 214 Authorization, to MONNAI in exchange for receiving 83% of th non stock of MONNAL Pequot will pay approximately $3,204,000 to MONNAIto purchase 1 [AI‘s preferred stock. As a result of the transaction, MONNAI will be a subsidiary of MONL. The Assignment will result in the establishment of MOt he corporate parent of MONNALI, but will not involve a change in the manner in which MC rrently provides service to its international customers. Following consummation of the Assi it, MONI will continue to operate under the name MONI. Those services currently being prc by MONI will continue to be offered by MONNAI pursuant to the MONI tariffs currently 0 with this Commission. MONNALI, will be led by a team of well—qualified telecommunication igers comprised, in part, of existing MONI personnel. Thetransfer of MONI‘s Section 214 orization to MONNAI, therefore, will be virtually transparent to the customers of MONI in teums uf the services that these customers receive. III. PUBLIC INTEREST CONSIDERATIONS Consummation of the proposed transaction will serve the public interest in promoting competition among providers of local and interexchange telecommunications services by combining the financial resources and complementary managerial skills and experience of MONI and MONNAI

in providing telecommunications services to the public. Applicants anticipate tha ntemplated Assignment will result in a company better equipped to accelerate its growth sompetitive telecommunications service provider. The Assignment will allow Applicant: anage their telecommunications operations more efficiently, thereby enhancing Applic operational f ibility and efficiet as well as their financial viability. These enhancement inure to the b »fit of both carriers istomers, who will also benefit from the expandedarray : ices offered b sach carrier. The posed transaction will therefore ensure the continued ion of high quality and innovative telecommunications services to MONI‘s existing custc and should promote competition in the international telecommunications service market. In : ie proposed acquisition will benefit the public interest by enhancing the ability of MONI and 1 IAI to offer competitively priced services in the U.S. interstate and international marketplace IV. INFORMATION REQUIRED BY SECTION 63.18 Pursuant to Section 63.18(e)(3) of the Commission‘s Rules, 47 C.F.] 3.18(e)(). Applicants submit the following information: (a) Name and address of Applicants: Millennium Optical Networks, Inc. 200 Madison Avenue, Suite 502 New York, New York 10016 Tel.: (212) 683—1011 Fax.:(212) 683—6966 Millennium Optical Networks/ North America, Inc. 200 Madison Avenue, Suite 502 New York, New York 10016 Tel.: (212) 683—1011 Fax.:(212) 683—6966

(b) MONI is a corporation organized under the laws of the State of New York. MONNAI is a corporation organized under the laws of the State of Delaware. (c) Correspondence concerning this Application should be sent to: For MONI and MONNAI: Douglas G. Bonner, Esq. Louis J. Grimmelbein, Esq. Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W. Washington, D.C. 20036—5339 Tel.: (202) 857—6293 (Bonner) or 6223 (Grimmelbein) Fax.:(202) 857—6395 (d) MONNAI does not holddirectly or indirectly Section 214 authorization. MONI is authorized to provide resold and facilities—based international telecommunications services pursuant to Section 214 authorization granted by the FCC. See File No. ITC—19991210—00777. (e) This application seeks authority for the assignment of MONI‘s Section 214 Authorization to MONNAI, a privately—held telecommunications companythat does not currently hold international Section 214 authorization. MONI and MONNAI currently are not affiliated with each other but after completion of the Assignment, MONI will own eighty—three percent of MONNALI.. (£) Not applicable. (g) Not applicable. (b) In support of this Apphcatmn MONNAI represents that currently there are no shareholders of MONNAI After the closing of the Assignment, the following shareholders dr—equityholders will have a ten percent or greater interest in MONNAL: Millennium Optical Networks, Inc. 200 Madison Avenue, Suite 502 New York, NY 10016 Percent Ownership: 83% 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 Percent Ownership: 23% Principal Business: Telecommunications Citizen: A U.S. Citizen es Allan Qu ia (through interest in Millennn Optical Networks, Inc.) 720 54 A we, 9 Floor New Yor New York 10019 Percent C rership: 24% Principal isiness: Investment _ Citizen: . o ct 18. s Citizen .\e_ Pequot V ure Partners, L.P. 500 Nyal arm Road Westport T 06880 Percent C iership: 17% Principal siness: Investment Citizen: — )elaware limited liability partnership See Attac 1 Certification See Attac 1 Certification Not Appl ble Not Appl ble Not Appl ble By the . iched certification and as required by Section 63.18(m) of the Commiss ‘s Rules, MONNAI, the assignee, certifies that, except as permitted by the Comr sion‘s Rules, as amended from time to time, MONNAI has not agreed to accept : special concessions, as defined by the Commission‘s Rules, directly or indirectly m any foreign carrier or administration with respect to traffic or revenue flows bet :n the U.S. and anyforeign country which MONNAI may be authorized to serve a it will not enter into such agreements in the future. (0) By the attached certification and as required by Section 63.18(0) of the Commission‘s Rules, MONNAI, the assignee, 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, 21 U.S.C. § 853(a). (P) Applicants request review of this Application on a "streamline basis" because the assignment of MONI‘s Section 214 Authorization is in the public‘s interest as set forth herein, would increase competition in the international telecommunications market, and MONNAI has agreed to be subject to all of the same conditions to which MONI is subject to for providing its services under the Section 214 Authorization.

CONCLUSION For the reasons stated herein, Millennium Optical Networks, Inc. and Millennium Optical Networks/North America, Inc. respectfully submit that the public interest, convenience, and necessity would be furthered by grant of this application for consent to the assignment of Millennium Optical Networks, Inc.‘s Section 214 Authorization to Millennium Optical Networks/North America, Inc. Applicants respectfully request that the Commission authorize the assignment of the Section 214 Authorization described herein on a streamlined basis. Respectfully submitted, MILLENNIUM OPTICAL NETWORKS, INC. MILLENNIUM OPTICAL NETWORKS/ NORTH AMERICA, INC. By: %égw /{ /%x/mwjéfih Douglas G./Bonner, Esq. Louis J. Grimmelbein, Esq. Arent Fox Kintner Plotkin & Kahn, PLLC 1050 Connecticut Avenue, N.W. Washington, D.C. 20036—5339 Tel.: (202) 857—6293 (Bonner) and 6223 (Grimmelbein) Fax.:(202) 857—6395 Counsel for Millennium Optical Networks, Inc. and Millennium Optical Networks/North America, Inc. Dated: February4_, 2000 233353.2

CERTIFICATION REQUIREMENTS OF 47 CFR 63.18ID(J)(N) AND (O) 1. 47 CFR 63.18(i). Millennium Optical Networks, Inc. ("MONI") and Millennium Optical Networks/North America, Inc. ("MONNAI") are not affiliated with any foreign carrier. 2: 47 CFR 63.18(j). MONNAI does not seek to provide international communication services to any destination country meeting any 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 amended from time to time, MONNAI 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 MONNAI may be authorized to serve and it will not enter into such agreements in the future. 4. 47 CFR 63.18(0). 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, 21 U.S.C. § 853(a).

CERTIFICATION sTATEOF __./7 ? county or 7 Z / L4 // . ‘/ / 7. penalty of perjury declare that I amthe %gg{[@'fl 7___ of Millennium Optical Networks, Inc. and the it 14 of Millennium Optical Networks/North America, Inc.; that I am authorized to make this certification on behalf of the Applicants in the subject proceeding; that I have read the foregoing statements attached hereto; and that the same are true, accurate and correct to the best of my knowledge, pule fan» information or belief. Name: _PZ5TEYT7,.ER/ Title: —P¢s idea+ f of Millennium Optical Networks, Inc. and £Sidlea< of . Millennium Optical Networks/North ERESA M. ROTH NOTARJ';UBLIC, State of New York America, Inc. No. 01R05055797 Qualifled in Nassau County | Gemmission Expires February 202422 Subscribed and sworn to before me this f<A day of February, 2000 Notary Public My commission expires: Mo—_o___


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Document Modified: 2019-04-21 10:15:42
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