Attachment 20170126140231-807.p

20170126140231-807.p

SUPPLEMENT

Supplement

1998-12-11

This document pretains to ITC-T/C-19981211-00865 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1998121100865_1397995

Streamlined ITC-TIC-1 9981211-00865 ACTIVETEL L.D., INC. Categories of Services for 214 Applications (Streamline/Non- streamline) LI ASSIGNNENT OF LICENSE LI GLOBAL FACILITIES-BASED SERVICE El GLOBAL FACILITIES-BASED/GLOBAL RESALE SERVICE LI GLOBAL RESALE SERVICE LI INDIVIDUAL FACILITIES-BASED SERVICE LI INTERCONNECTED PRIVATE LINE RESALE SERVICE LI LIMITED GLOBAL FACILITIES-BASED SERVICE/LIMITED GLOBAL RESALE SERVICE LI LIMITED GLOBAL FACILITIES-BASED SERVICE LI LIMITED GLOBAL RESALE SERVICE LI INMARSAT AND MOBILE SATELLITE SERVICE SWITCHED RESALE SERVICE TRANSFER OF CONTROL SUBMARINE CABLE LANDING LICENSE LI INTERNATIONAL SPECIAL PROJECT Description of Application: ____________________________

THE LAW OFFICES OF MICHAEL R. GARDNER, P.C. ATTORNEYS AT LAW 1150 CONNECTICUT AVENUE. NW. SUITE 710 WASHINGTON. D.C. 20036 (202) 785-2828 FAX (202) 785-1504 December 11, 1 998 By Courier Federal Communications Commission International Bureau - Telecommunications P.O. Box 358115 Pittsburgh, PA 15251-5115 Re: ActiveTel L.D., Inc. Application for Arproval to Transfer Control Dear Commission Official: Enclosed are an original and five (5) copies of ActiveTel L.D., Inc.'s Application for Commission approval of a corporate merger of ActiveTel L.D., Inc.'s parent company, lOS Communications, L.L.C. ("ICS"). Under the proposed merger, control of ActiveTel L.D., Inc. will be transferred to Global Interactive Communications Corporation ("GICC"), a newly formed corporation. ICS will own a 40% interest in GICC, with the remaining ownership being held by ResNet Communications, L.L.C. (35%) and Shared Technologies Communications Corporation (25%). This application is filed pursuant to Section 214 of the Communications Act of 1 934, as amended, and Section 63.1 8 of the Commission's Rules. As required by the Commission's Rules, a check in the amount of $780.00 is enclosed. Please date- stamp the extra copy of this Application and return it in the enclosed self-addressed envelope. Any questions regarding the enclosed Application should be addressed to the undersigned. Sincerely, Michael R. Gardner Counsel to ActiveTel L.D., Inc. Enclosures

ENTiTY VENDOR KEY - NAME CHECK DATE CHECK NO. NEWCO LFCC - FEDERAL COMMUNICATIONS 12/09/98 001025 GLOBAL INTERACTIVE TOTAL ********78000 COMMUNICATIONS CORPORATION 1901 N. GLENVILLE DR SUITE 800 RICHARDSON, TEXAS 75081 (972) 669-6000 DOCUMENT HAS A MULTI-COLORED BACKGROUND. HOLD AT AN ANGLE TO SEE SAFETY FEATURES FRONT & BAC GLOBAL INTERACTIVE NATIONSBANK CHECK NO COMMUNICATIONS CORPORATION NationsBank Customer Connect. 32-1/1110 1901 N. GLEF'4VILLE DR SUITE 800 NationsBank of Texas, NA 001025 RICHARDSON, TEXAS 75081 (972) 669-6000 Pay SEVEN HUNDRED EIGHTY AND 00/100 DOLLARS VOID AFTER 120 DAYS To The FEDERAL COMMUNICATIONS Order COMMISSION AUTHORIZED SIGNATURE GLOBACINTERACTIVE Of AUTHORIZED SIGNATURE GLOBAL INTERACTIVE II'DD O II ': L L L0000 L ': 2 L L ? ?aII•

,EAD INSTRUCTIONS CAREFULLY APPROVED BY 0MB 3060-0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION SPECIALUSE REMITTANCE ADVICE 1 ECCUSE ONLY PAGE NO. OF (1)LOCKBOX# SECTION A - PAVER INFORMATION 2) PAYER NAME(iI paying by credit card, entar nun,. exacuy as it appears on yoca card) (3) TOTAL AMOUNT PAiD (dollars and cents) Global Interactive Communications Corporation 78O.OO 4) STREET ADDRESS LINE NO. 1 1901 N. Glenville Dr. 5) STREET ADDRESS LINE NO. 2 Suite 800 6) CITY (7) STATE (B) ZIP CODE Richardson TX 75081 9) DAYTW4E TELEPHONE NUMBER (Include area code) (10) COUNTRY CODE (if not in U.S.A.) (972) 669-6 1 12 IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159-C) SECTION B - APPLICANT INFORMATION .1) APPUCANT NAME)if paying by credit cord. cc/or name eoacUy as it appears on pe cUed) 12) STREET ADDRESS UNE NO. 1 13) STREET ADDRESS USE NO. 2 14) CITY (15) STATE (16) ZIP CODE 17) DAYTIME TELEPHONE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.) COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED USE CONTINUATION SHEETS (FORM 159 SECTION C - PAYMENT INFORMATION ISA) FCC CALL SIGN/OTHER ID (20A) PAYMENT TYPE CODE (PlC) /21.4 !S/Ue2! 220/ FEE DUE FOR (FTC) IN BLOCK 255 FCC USE ONLY 214 Transfer 23A( FCC CODE 1 I c I u I T I 1 78O.00 24.5, FCC CODE 2 I SB) FCC CALL SIGN/OTHER ID )20B) PAYM ENT TYPE CODE (PTC( 220/ SUNlIt. 226) FEE DUE FOR )PTC) IN BLOCK 206 FCC USE ONLY 23B(FCCCODE1 I I I I I 24B)FCCCODE2 I 19C) FCC CALL SIGN/OTHER ID (29C) PAYM ENT TYPE C ODE (PTC) 121C/ ScenIC /22C( FEE DUE FOR FTC) IN BLOCK 20C FCC USE ONLY 23C( FCC CODE I I i I I I 24C) FCC CODE 2 I 19D) FCC CALL SIGN/OTHER ID (20D) PAYMENT TYPE CODE (PTC) larD) OUenYn. .220) FEE DUE FOR (FTC) IN BLOCK 200 FCC USE ONLY 23D) FCC CODE 1 I i i i i $ 24D( FCC CODE 2 I 25) SECTION 4)-4AXPAVEW INFORMATION (REQUIREDI OlLE/E 015 61001 OBEY F a20LICNIT NAMc Be-ri IS DIFFESE ! M PAYER NoBle IN A-UI PAYERTIN I SECTION E - CERTIFICATION [APPLICANT TIN •• - .7) CERTIFICATION STATEMENT I, Michael C. Gerdes , Certify Under penalty of perjury that the foregoing a d supp ing information (PRINT NAME) are true and correct to the best of my knowledge, infomation and beIieISIGNATURE ___-. ETION F - CREDIT CARD PAYMENT INFORMATION ZR) MASTERCARDIVISA ACCOUNT fflM8R EXPIRATION DATE/ NASTERCARD _______________ MONTH I YEAR I AUTHORIZED SIGNATURE DATE ViSA I hereby eaSer/a. the FCC to they. r.YVISAOMASTE050B0 toheerroierI,WeaIoOcoooR/ rareinorecreod. UDLI'... DUKUDN COIlOISIt UN REVEMSE LY 1997 (REVISED)

Before the FEDERAL COMMIUKICATIONS COMI1vIISSION Washington, DC 20554 In the Matter of ActiveTel L.D., Inc. Application for authority pursuant File No. ITC-98- to Section 214 of the Communications Act of 1934, as amended, to transfer control of an authorized international resale carrier APPLICATION ActiveTel L.D., Inc. ("ActiveTel L.D." or "Applicant"), by its undersigned counsel, hereby requests authority, pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214 (1996), and Section 63.18(e)(5) of the Commission's Rules, 47 C.F.R. § 63.18(e)(5) (1996), to effectuate a corporate merger of ActiveTel L.D.'s ultimate parent company ICS Communications, L.L.C., whereby control of ActiveTel L.D. will be transferred to Global Interactive Communications Corporation ("GICC" or "Transferee"). GICC is a newly formed corporation organized under the laws of the State of Delaware. ICS Communications, L.L.C., ActiveTel L.D.'s current parent company, will own a 40% interest in GICC. In addition, ResNet Communications, L.L.C. will own a 35% interest in GICC, and Shared Technologies Communications Corporation will own the remaining 25% interest. ActiveTel L.D., an interexchange carrier ("IXC") organized under the laws of the State of Delaware, resells international switched telecommunications services between the United States and

various international points pursuant to Commission authority. The proposed merger will allow ActiveTel L.D. to better serve its existing customer base, and remain competitive in this segment of the communications marketplace. Thus, the public interest, convenience, and necessity will be served by the grant of this transfer of control application. ActiveTel L.D. respectfully requests expedited treatment of this Application in order to permit the prompt consummation of the proposed corporate merger. SUPPORTING INFORMATION In support of ActiveTel L.D. ' s request for authorization, the following information is submitted pursuant to Section 63.18 of the Commission's Rules, 47 C.F.R. § 63.18. (a) Name, address and telephone number of the Applicant: ActiveTel L.D., Inc. 1901 N. Glenville Drive Suite 800 Richardson, Texas 75081 (972) 669-6000 Name, address and telephone number of the Transferee: Global Interactive Communications Corporation 1901 N. Glenville Drive Suite 800 Richardson, Texas 75081 (972) 669-6000 (b) ActiveTel is a corporation organized underthe laws of the State of Delaware GICC is a corporation organized under the laws of the State of Delaware. (c) Correspondence concerning this Application should be sent to: Carl Koenig Vice President & General Counsel of ActiveTel L.D., Inc. and Senior Vice President & General Counsel of GICC -2-

1901 N. Glenville Drive Suite 800 Richardson, Texas 75081 (972) 669-6112; and Michael R. Gardner, Esq. Law Offices of Michael R. Gardner, P.C. 1150 Connecticut Avenue, NW Suite 710 Washington, DC 20036 (202) 785-2828 (d) ActiveTel was granted global 214 authority under ITC 96-63 7 to provide international switched services by reselling the international switched services of various facilities- based carriers pursuant to Section 63.18(e)(2). See FCC Public Notice No. 71045, Report No. TEL-55-A, December 4, 1996 (application granted effective January 8, 1997) and File No. ITC-97-508-TC, November 24, 1997 (transfer of control application granted effective November 28, 1997). Previously, on June 14, 1995, ActiveTel L.D. was granted authority under ITC-95-292 to provide international switched services by reselling the international switched services of certain carriers as originally listed in its application. See FCC Public Notice 54347, Report No. 1-8063 (released June 14, 1995). GICC is a newly formed corporation and has not previously been issued authority under Section 214 of the Communications Act. (e)(5) Pursuant to this Application, Applicant seeks Commission approval to permit ActiveTel L.D.'s parent company, ICS Communications, L.L.C., to transfer control of ActiveTel L.D. to Global Interactive Communications Corporation. (1) Not applicable. (g) Not applicable. (h)( 1) GICC is not affiliated with a "foreign carrier," as that term is defined in Section 63.18 of the Commission's Rules. (h)(2) The names, addresses, citizenship, and principal businesses of GICC' s 10% or greater shareholders are as follows: Global Interactive Technologies Corporation -3-

1901 N. Glenville Drive Suite 800 Richardson, Texas 75081 (972) 669-6000 Place of Incorporation: U.S. Principal Business: Communications Percentage Held: 100% The names, addresses, citizenship, and principal businesses of Global Interactive Technologies, Inc.'s 10% or greater shareholders are as follows: Interactive Cable Systems, Inc. 1901 N. Glenville Drive Suite 800 Richardson, Texas 75081 (972) 669-6000 Place of Incorporation: U.S. Principal Business: Communications Percentage Held: 40% ResNet Communications, L.L.C. 3900 W. Innovation St. Sioux Falls, SD 57 107-7002 (605) 988-2101 Place of Incorporation: U.S. Principal Business: Communications Percentage Held: 3 5% Shared Technologies Communications Corporation 100 Constitution Plaza Suite 100 Hartford, CT 06103 (860) 240-6845 Place of Incorporation: U.S. Principal Business: Communications Percentage Held: 25% / The names, addresses, citizenship, and principal businesses of Interactive Cable Systems, Inc.'s 10% or greater shareholders are as follows: ICS Communications, L.L.C. 901 N. Glenville Drive Suite 800 Richardson, Texas 75081 -4-

(972) 669-6000 Place of Incorporation: U.S Principal Business: Communications Percentage Held: 100% The names, addresses, citizenship, and principal businesses of ICS Communications, L.L.C.'s 10% or greater shareholders are as follows: Nomura Holding America, Inc. 2 World Financial Center Building B New York, NY 10281-1198 (212) 667-1964 Place of Incorporation: U.S. Principal Business: Finance, Banking, Investment Percentage Held: 80% CMID Ventures, L.L.C. 100 Great Meadow Rd. Suite 104 Wethersfield, CT 06109 (860) 258-2403 Place of Incorporation: U.S. Principal Business: Investment Percentage Held: 15% The names, addresses, citizenship, and principal businesses of Nomura Holding America Inc.'s 10% or greater shareholders are as follows: The Nomura Securities Co., Ltd. 1-9-1, Nihonbashi Chuo-ku Tokyo 103, Japan Place of Incorporation: Japan Principal Business: Securities Broker-Dealer engaging in the brokerage, dealing, and underwriting of securities. Percentage Held: 97.05% The names, addresses, citizenship, and principal businesses of ResNet Communications, L.L.C.'s 10% or greater shareholders are as follows: ResNet Communications, Inc. 3900 W. Innovation St. Sioux Falls, SD 57107-7002 (605) 988-2101 -5-

Place of Incorporation: U.S. Principal Business: Communications Percentage Held: 95% The names, addresses, citizenship, and principal businesses of ResNet Communications, Inc.'s 10% or greater shareholders are as follows: LodgeNet Entertainment Corporation 3900 W. Innovation St. Sioux Falls, SD 57 107-7002 (605) 988-1301 Place of Incorporation: U.S. Principal Business: Communications Percentage Held: 100% The names, addresses, citizenship, and principal businesses of Shared Technologies Communications Corporation's 10% or greater shareholders are as follows: Anthony Autorino 100 Great Meadow Rd. Suite 104 Wethersfield, CT 06109 (860) 258-2403 Place of Incorporation: U.S. Principal Business: Investment Percentage Held: 100% Information regarding interlocking directorates is provided as Attachment A. (h)(3) Although originally detailed in ActiveTel L.D.'s 214 authorization (File No. ITC-96- 63 7), and approved on a streamlined basis by the Commission, ActiveTel L.D. is no longer affiliated with MCI within the meaning of Sections 63.18 (h)( 1 )(I) and (h)(3) of the Commission's rules. (h)(4) GICC will comply with the Section 63.1 8(h)(4) obligation for the continuing accuracy of paragraphs (h)( 1) through (h)(3) of Section 63.18. (h)(5) The transferee, GICC, is not affiliated with any foreign carriers. (h)(6) The transferee, GICC, is not affiliated with any foreign carriers. (h)(7) The transferee, 01CC, is not affiliated with any foreign carriers. (h)(8) ActiveTel L.D. seeks to continue to be classified as non-dominant pursuant to Section -6-

i-+: -UM:MIHHEL R RDNER FC EO?8515O TO:1E89b17 FPGE:OEiB 63.10, as there ai-c no foreign carrier affiliations. (1) Activelei LD., as Applicant, and GICC, as proposed Transferee, have attached certifications stating that they have not accepted special concessions directly or indirectly from any foreign carrier or administration with respect to any U.S. international route where the foreign carrier possesses sufficient market powe.r on the foreign end of the route to affect competition adversely in the U.S. market. Neither GICC nor A.ctiveTel L.D. will enter into such agreements in. the future. (j) ActiveTel L.D., as Applicant, and GICC, as proposed Transferee, have attached their respective certifications pursuant to Section 1.2002 of the Commission's R.iles (implementing the Anti-Drug Abuse Act of 1988, 21 U. S. C. § 853 (a)). (k) The app licants qualify for streamlined treatment o. this application pursuant to Section 63.1 2 of the Commission's Rules in that there are no foreign carrier affiliations. CONCLUSION Fo.r the reasons stated above, ActiveTel L,D. submits that tbe public interest, convenience, and necessity will be ftirthered by a grant of this Section 214 Transfer of Control Application. Accordingly, ActiveTel L,D. respectfully requests that the Commission grant the authority requested herein. Respectfully submitted, A.CTTVETEL L'D., JNC. By. Carl Koenig Vice President & General ActiveTel L.D., Inc. 1901 N. Glenville Drive Suite 800 Richardson. TX 75081 (972) 669-6000 Dated: December 11, 1998 -7-

iTh-L i\ L)itr -. UbD.LU' TD:14Eb9617 PAE:UO9 CERTEFICATION OF, ACT1VETEL LI). On behalf of.ActiveTel Li)., Tuc. ('ActiveTel L,D,"), and in accordance with Sections 1,2001- 1.2003 of the Conirnission'slRules, 47 C.F.R. §1.2001-L2003, Thereby certify that ActiveTel L.D. is not subject to a denial of Federal benefits that includes FCC benetits pursuant. to Sectian 5301 of the Anti-Drug Abuse Act of 19S8, See 21 U.S.C. §53a. In. addition, pursuant to Section 63.14 of the Commission's Rules, 1 certify that ActiveTe! Li). has xiot agreed to accept special concessiojs directly or indirectly from any foreign carrier or administration with respect to any U.S. international route where the foreign carrier possesses sufficient market power on the foreign end of the toute to affect competition adversei.y in the U.S. market. Acti:veTel L.D. will not enter into such agreements in the future. Further. I hereby certi1y that the statements in the foregoing Application for Section 214 transfer of contj:oj authorization are true, complete, and correct to the best of my knowledge and are made in good faith. ActiveTel L..D., Inc. By: Name: c( Title: ae Date:

rr'UiIhJ.L.flHL r' . U1Nh r-L 1O:114i FPGE:Ei1t1 CERTIFICATION OF GLOBAL INTERACTIVE COMMU.NTCATIONS CORPORATiON On behalf of Global Interactive Communications Corporation ("GICC"), and in accordance with Sections 1,2001-1.2003 of the Commission's Rules, 47 C.F,R. §i .2001-1 .2003, 1 hereby certi that G1CC is not subject to a denial of Fed eral benefits that includes FCC benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, See 21 U.S.C. 853a. In addition, pursuant to Section 63.14 of the Commission's Rules, I certiF) that GICC has not aeed to accept special concessions directly or indirectly fion any foreign carrier or administration with respect to any U.S. international route where the foreign carrier possesses suftici.ent market power on the foreign end of the route to affect competition adversely in the U.S. market. GICC will not enter into such agreements in the future. Further, I hereby certhr that the statements in the foregoing Application for Section 214 transfer of control authorization are true, complete, arid correct to the best of wy knowledge and are made in good faith. Global Interactive Co nimu.nications Corporation, as Ti'ansferee By: Name: Tit1e'" \P-L_'1 Date:

ATTACHMENT A SECTION 63.18(h)(2) DTERLOCKING DIRECTOR INFORMATION The following individuals hold positions as directors in Interactive Cable Systems, Inc. and ICS Communications, L.L. C.: Kevin Schottlaender Anthony Autorino Dennis Dolan Skip Victor The following individuals hold positions as directors in ResNet Communications, L.L.C., ResNet Conununications, Inc., and LodgeNet Entertainment Corporation: Tim Flynn Scott Peterson The following individual holds positions as director in ICS Communications L.L.C., CMID Ventures, L.L.C., and Shared Technologies Communications Corporation: Anthony Autorino The following individuals hold positions as directors in CMID Ventures, L.L.C. and Shared Technologies Communications Corporation: Vincent DiVincenzo Paul R. Barry, Jr.


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