Attachment 20161213115957-883.p

20161213115957-883.p

SUPPLEMENT

Supplement

2000-06-16

This document pretains to ITC-ASG-20000616-00395 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2000061600395_1381069


Vinson&¥lkins ATTORNEYS AT LAW VINSON & ELKINS L.L.P 3\3‘\\ /\6 'L‘)““ THE WILLARD OFFICE BUILDING 1455 PENNgxgvgt‘x;‘lfgg&yi‘;,f-fii‘."\?v. Writer‘s Phone: 202—639—662 wWASHINGTON} b.c. 20004—1008 E—mail: tprice@velaw.com Wirites‘s Fax: 102—5790.097 | TELEPHONE (202) 639—6500 Web: www.velaw.com FAX (202) 639—6604 June 16, 2000 Hand Delivered Federal Communications Commission International Bureau — Telecommunications P.O. Box 358115 Pittsburgh, Pennsylvania 15251—5115 Re: Joint Section 214 Assignment Application Dear Sir/Madam: Transmitted herewith, on behalf of STAR Telecommunications, Inc. ("STAR"), are an original and five copies of a joint application seeking authority to assign the Section 214 authorizations held by two STAR subsidiaries — PT—1 Communications, Inc. and PT—1 Long Distance, Inc. — to Counsel Communications, LLC. This application is entitled to streamlined processing under Section 63.12 of the Commission‘s Rules. Attached to the face of this application is a completed FCC Form 159, a check payable to the Federal Communications Commission to cover the requisite filing fee, and an additional copy of the filing marked "Stamp and Return," which I would appreciate your stamping as received and returning to me via my messenger. In the event there are questions concerning this matter, please contact me. Very truly yours, [/M(/. R. Edward Price Enclosure cce (w/ene.): Justin Connor, Esq. Frances Eisenstein WASHINGTON, D.C. AUSTIN BEIJING DALLAS HOUSTON LONDON MoScow NEW YORK SINGAPORE

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of N/ NZNZ NNNA N NNN N/ NV N STAR TELECOMMUNICATION®S, INC., PT—1 COMMUNICATIONS, INC., PT—1 LONG DISTANCE, INC., AND COUNSEL COMMUNICATIONS, LLC File No. ITC— Application for authority pursuant to Section 214 Communications Act of 1934, as amended, for STAR Telecommunications, Inc. to assign the Section 214 authorizations of PT—1 Communications, Inc. and PT—1 Long Distance, Inc. to Counsel Communications, LLC JOINT APPLICATION STAR Telecommunications, Inc. ("STAR"), PT—1 Communications, Inc. ("PT—1"), PT—1 Long Distance, Inc. ("PT—1 LD"), and Counsel Communications, LLC ("Counsel") (collectively "Applicants"), hereby request authority pursuant to Section 214 of the Communications Act of 1934, as amended,1 and Section 63.18 of the Commission‘s Rules,2 to assign the Section 214 authorizations of PT—1 and PT—1 LD — both subsidiaries of STAR — to Counsel as part of Counsel‘s acquisition of the assets of PT—1 and PT—1 LD fromSTAR.* j 47 U.S.C. § 214. 2 47 C.F.R. § 63.18. * On April 12, 2000, STAR filed a joint application with World Access, Inc. ("World Access") to transfer control of STAR‘s Section 214 authorizations — as well as the Section 214 authorizations of its carrier subsidiaries, including PT—1 and PT—1 LD — to World Access as part of the acquisition of STAR by World Access. See File No. ITC— T/C—20000412—00225. Because STAR is now seeking to assign the Section 214 authorizations of PT—1 and PT—1 LD to Counsel, the instant application supersedes the STAR/World Access application as far it pertains to PT—1 and PT—1 LD. STAR will supplement or amend the STAR/World Access application if the Commission‘s staff so requests.

The prompt approval of this application is in the public interest because the current and future customers of PT—1 and PT—1 LD will benefit from the investments that Counsel is going to make in establishing a state—of—the—art network over which the traffic of PT—1 and PT—1 LD will be carried. The acquisition of the assets of PT—1 and PT—1 LD will also help to enable Counsel to become one of the market leaders in calling card and casual calling services, andto achieve economies of scale and scope in providing a wide range of retail telecommunications services to end—user customers in the United States. This application is entitled to streamlined processing under Section 63.12 of the Commission‘s Rules* because the Applicants qualify for non—dominant treatment under Section 63.10(a)(3) of the Rules." 1. Description of the Parties A. Counsel Counsel, a Delaware limitedliability company, is a subsidiary of Counsel Corporation (which is traded on the NASDAQ exchange under the symbol "CXSN"). Counsel Corporation is an investment and management company specializing in Internet, communications, and other technology—based enterprises. It plans, through Counsel, to provide domestic and international retail communications over an Internet protocol—based network in the United States. B. STAR, PT—1, and PT—1 LD STAR, a Delaware corporation headquartered in Santa Barbara, California (traded on the NASDAQ exchange under the symbol "STRX") is a non—dominant facilities—based and resale carrier that provides domestic and international wholesale and retail telecommunications services in North America, Europe, and Asia. PT—1, a New York corporation with offices in Flushing, New York, is a wholly owned subsidiary of STAR.° PT—1 LD, a Delaware corporation also with 4 47 C.F.R. § 63.12. § 47 C.F.R. § 63.10(a)(3). 6 STAR acquired PT—1 in 1998. See File No. ITC—98—489—TC.

offices in Flushing, New York, is a wholly owned subsidiary of PT—1. Both PT—1 and PT—1 LD are non—dominant carriers that provide international and domestic telecommunications services, primarily prepaid calling card and casual calling services. II. Description of the Transaction On February 11, 2000, STAR entered into a merger agreement with World Access under which that company plans to acquire 100% of the shares of STAR."‘ As a pre—condition tothe STAR/World Access merger, however, STAR hasagreed to sell the capital stock or the assets of PT—1 (which includes its .subsidiary PT—1 LD). Pursuant to this condition, STAR and PT—1 entered into a Purchase Agreement with Counsel on June 6, 2000, following the determination by all of the parties involved that the operations of PT—1 and PT—1 LD are compatible with the planned operations of Counsel and that Counsel‘s acquisition of PT—1 and PT—1 LD would benefit all of those companies. Under the Purchase Agreement, Counsel will pay cash to acquire the assets of PT—1, including the Section 214 authorizations of both PT—1 and PT—1 LD. III. Public Interest Considerations Prompt approval of this application will serve the public interest by: (1) enabling STAR to comply with the terms of its merger agreement with World Access, and thereby achieve the public interest benefits discussed in the applications for that merger; and (2) enabling PT—1 and PT—1 LD to receive the benefits of significant investment of Counsel, resulting in major enhancements to the services PT—1 and PT—1 LD provide to their customers. Through its acquisition of PT—1, Counsel will acquire a significant retail customer base for its U.S. operations and planned network, thus enabling the company to advance its goal of developing an IP—based network for U.S. and global telecommunications services. Additionally, the funds that STAR receives from the sale of PT—1 and PT—1 LD will allow STAR to focus on, and make significant investments in, its wholesale operations. With those 7 An application seeking approval of the transfer of STAR‘s and its subsidiaries‘ Section 214 authorizations to World Access is currently pending with the Commission. See supra note 3.

investments, and with the economies of scale and other efficiencies that will result from STAR‘s merger with World Access, STAR‘s ability to provide competitive, state—of—the—art services to its wholesale customers will be greatly enhanced. For all ofthe above reasons, the Applicants submit that approval of this applicationis clearly in the publicinterest. IV. Section 63.18 Information The following informationis submitted pursuant to Section 63.18(e)(3) of the Commission‘s Rules: (a) Names, addresses, and telephone numbers ofthe Applicants: Counsel Communications, LLC 280 Park Avenue West Building, 28"" Floor New York, New York 10017 (212) 286—5000 STAR Telecommunications, Inc. 223 East De La Guerra Street Santa Barbara, California 93010 (805) 899—1962 PT—1 Communications, Inc. 30—50 Whitestone Expressway Flushing, New York 11354 (718) 939—9000 PT—1 Long Distance, Inc. 30—50 Whitestone Expressway Flushing, New York 11354 (718) 939—9000 (b) Counsel and STAR are corporations organized under the laws of Delaware. STAR‘s subsidiaries PT—1 and PT—1 LD are corporations organized under the laws of New York and Delaware, respectively.

(c) Correspondence concerning this Application should be sent to: For Counsel: Lance J.M. Steinhart, Esq. 6455 East Johns Crossing Suite 285 Duluth, GA 30097 Tel: (770) 232—9200 Fax: (770) 232—9208 With a copy to: Gary Wasserson President & CEO Counsel Communications, LLC 280 Park Avenue West Building, 28"" Floor New York, New York 10017 For STAR, PT—1, and PT—1 LD: Gregory C. Staple, Esq. R. Edward Price, Esq. Vinson & Elkins L.L.P. 1455 Pennsylvania Avenue, N.W. Washington, D.C. 20004—1008 Tel: (202) 639—6500 Fax: (202) 639—6604 with a copy to: Kathleen D. Mayer STAR Telecommunications, Inc. 223 East De La Guerra Street Santa Barbara, California 93010 (d) The companies whose assets are being acquired, PT—1 and PT—1 LD, both hold Section 214 authority. PT—1, formerly known as Phonetime Inc., holds Section 214 authority to provide facilities—based and resale international services. See FCC Public Notice, File No. ITC—97—281, 13 FCC Red 5716 (1997) (facilities— based authority); FCC Public Notice, File No. ITC—96—454, 11 FCC Red 12287 (1996) (resale authority). PT—1 LD, a subsidiary of PT—1, also holds facilities— based and resale Section 214 authority. See File No. ITC—214019990506—00348. Counsel does not currently hold Section 214 authority.

(e)(3) This application seeks authority for STAR to assign the Section 214 authorizations of PT—1 and PT—1 LD to Counsel, which following the assignment will be a non—dominant common carrier. STAR, PT—1, and PT—1 LD are not currently affiliated with Counsel. (F)—(g) Not applicable (h) Counsel is 100%owned by Counsel C« oration, The Exchange Tower, Suite 1300, P.O. Box 435, 130 King Street V t, Toronto, Ontario MSX 1E3, Canada, a Canadian corporation whose principa usiness is investment and management. Counsel Corporation‘s only ten perceni greater shareholder is: Name: Allan Silber — 15 o Owner Business Address: The Exchange T er Suite 1300, P.O. )x 435 130 King Street ist Toronto, Ontaric 5X 1E3 Canada Citizenship: Canadian Principal Business: Business Execut (i)—(k) Counsel hereby certifies that it is not ci »ntly affiliated with any foreign carriers. (/)—(m) Following its acquisition of the assets c ‘T—1 and PT—1 LD, Counsel will qualify for non—dominant treatment because it 1 not be affiliated with any foreign carriers. Although PT—1 and PT—1 LD . rently have foreign affiliates that are subsidiaries of PT—1 and through PT—1° urrent parent STAR, Counsel will not have those affiliations following the ac sition by Counsel because: (1) STAR will no longer own PT—1 and thusthere il1 be no affiliation between STAR‘s foreign affiliates and Counsel; and (2) foreign carrier authorizations held by PT—1‘s foreign carrier subsidiaries will t be assigned to Counsel as part of its acquisition ofthe assets of PT—1 and P LD. In any event, PT—1‘s current foreign affiliates are non—dominant. (n) Counsel hereby certifies that it has not agreed to accept special concessions directly or indirectly from any 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 adversely in the U.S. market and will not enter into such agreements in the future. (0) In accordance with the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 862, and Sections 1.2001—1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 1.2001—1.2003, Counsel hereby certifies that neither it nor any other party to this application is subject to a denial of U.S. federal benefits pursuant to Section 5301 of the Anti— Drug Abuse Act of 1988.

(p) This application is entitled to streamlined processing under Section 63.12(c)(1)(i) of the Commission‘s Rules because Counsel, STAR, PT—1, and PT—1 LD qualify for a presumption of non—dominance under Section 63.10(a)(3) of the Commission‘s Rules. As discussed above, Counsel does not have any foreign carrier affiliates; nor will it have any such affiliates following its acquisition of the assets of PT—1 and PT—1 LD. In any event, PT—1‘s current foreign affiliates are non—dominant.

V. Conclusion For the reasons stated herein, the Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by grant of this application. Respectfully submitted, COUNSEL COMMUNICATIONS, LLC STAR TELECOMMUNICATIONS, INC. 3 PT—1 COMMUNICATIONS, INC. PT—1 LONG DISTANCE, INC. President & CEO By: /A ‘ K#///// Counsel Communications, LLC 'Gregory C. Staple 280 Park Avenue R. Edward Price West Building, 28th Floor Vinson & Elkins LLP. New York, New York 100 1455 Pennsylvania Avenue, NW. Washington, D.C. 20004—1008 (202) 639—6500 Duluth, Georgia 30097 (770) 232—9200 Its Attorney June 14, 2000 DC:91107.1

READ INSTRUCTIONS CAREFULLY APPROVED BY OMB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION o f SPECIAL USE REMITTANCE ADVICE 1 L FCCUSE ONLY (1)locksox# 358115 PAGE NO ... OF «~~— | SECTION A — PAYER INFORMATION | (2) PAYER NAMEZ (if paying by credit card, enter name exactly as it appears on your card) (3) TOTAL AMOUNT PAID (doilars and cents) Vinson & Elkins L.L.P. $ 780 .00 (4) STREET ADDRESS LINE NO. 1 1455 Pennsylvania Avenue, N.W. (5) STREET ADDRESS LINE NO. 2 (6) CITY (7) STATE (8) ZIP CODE Washington D.C . 20004—1008 (9) DAYTIME TELEPHONE NUMBER (Include area code) (10) COUNTRY CODE (if not in U.S.A.) (202) G639—6621 IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159—C) I SECTION B — APPLICANT INFORMATION l {11) APPLICANT NAME (if paying by credit card, enter name exactly as it appears on your card) STAR Telecommunications, Inc. (12) STREET ADDRESS LINE NO. 1 c/o Vinson & Elkins L.L.P. (13) STREET ADDRESS LINE NO. 2 1455 Pennsylvania Avenue, N.W. (14) CY (15) STATE (16) ZIP CODE Washington D.€C. 20004—1008 (17) DAYTIME TELEPHONE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.) (202) 639—6500 COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORN 159—C) ] SECTION C — PAYMENT INFORMATION I (19A) FCC CALL SIGN/OTHER ID (20A) PAYMENT TYPE CODE (PTC) (21A) QUANTITY (224) FEE DUE FOR (PTC) IN BLOCK 20A |FCC USE ONLY € | 8 | T | 1 |s 780 .00 (23A) FCC CODE 1 (24A) FCC CODE 2 (19B) FCC CALL SIGN/OTHER ID (20B)_PAYMENT TYPE CODE (PTC) (218) QUANTITY (22B) FEE DUE FOR (PTC) IN BLOCK 20B FCC USE ONLY (23B) FCC CODE 1 | | | s (24B) FCC CODE 2 (19C) FCC CALL SIGN/OTHER ID (20C) PAYMENT TYPE CODE (PTC) (21C) QUANTITY (220C) FEE DUE FOR (PTC) IN BLOCK 20C |FCC USE ONLY I | | s (23C) FCC CODE 1 (24C)FCC CODE 2 (19D) FCC CALL SIGN/OTHER ID (20D) PAYMENT TYPE CODE (PTC) (21D) QUANTITY (22D) FEE DUE FOR (PTC) IN BLOCK 200 |[FCC USE ONLY | | | s (23D) FCC CODE 1 (24D) FCC CODE 2 SECTION D — TAXPAYER INFORMATION (REQUIRED) (25) (26) COMPLETE THIS BLOCK ONLY IF APPLICANT NAME IN B—11 IS DIFFERENT FROM PAYER NAME IN A—2) PAYER TIN 0|7 |4 l1 l1 |s|3 |o| 1| s APPLICANT TIN |0|7]|7]o [3 |6]2|6s|s|1 SECTION E — CERTIFICATION & (27) CERTIFICATION STATEMENT I, , Certify under penalty of perjury that the foregoing and supporting information (PRINT NAME) are true and correct to the best of my knowledge, infomation and belief. _SIGNATURE SECTION F — CREDIT CARD PAYMENT INFORMATION (28) MASTERCARDNISA ACCOUNT NUMBER: EXPIRATION DATE: MASTERCARD MONTH YEAR visA 1 hereby authorize the FCC to charge my VISA or MASTERCARD AUTHORIZED SIGNATURE DATE for the service(s)/authorization(s) herein described. > SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

2 ORIGINAL DOCUMENT HAS A REFLECTIVE WATERMARK ON THE BACK. HOLD AT AN ANGLE TO VIEW WHEN CHECKING THE ENDORSEMENT VINSON & ELKINS Price. R. Edward 15—120 Check No. L.LP. 10 C 540 ATTORNEYS AT Law 125468 WASHINGTON, D.C. 20004—1007 1452 PENN%YL\I/JASIA (Pealoay" * CHASE BANK OF TEXAS, , N.A NA. vOID AFTER 90 DaYys SAN ANGELO, TEXAS Date Amount PAYAY ******Seven hundred eighty i an d 00/10 0 Dollars A** June 16, 2000 $***780.00 5y 20. VIN L.P. TO THE Federal Communications Commission INSON & ELKINS LL.P ORDER OF: 0o 9 MP i" 4 254L468n® 114441300880 1"0 630005 29 281 SON & ELKINS, L.L.P. Check Date Check Number FORNEYS AT LAW 1455 PENNSYLVANIA AVENUE, N.W. WASHINGTON, D.C. 20004—1007 6/16/00 125468 GL ACCOUNT Offc Dept Invoice Date Invoice No. INVOICE DESCRIPTION AMOUNT Client Matter 6116700 3393 FCC Filing fee $780.00 STA396 29000 $780.00


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