Attachment 20170126165858-080.p

20170126165858-080.p

SUPPLEMENT

Supplement

1998-12-14

This document pretains to ITC-T/C-19981214-00915 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1998121400915_1398653

Lcation. 3 3 8 B 0 G 8 CE LIMITED GLOBAL FACILITIES— VICE LIMITED GLOBAL RESALE SERVICE O LIMITED GLOBAL FACILITIES—BASEI g LEMITED GLOBAL RESALE SERV:Zi C INMARSAT AND MOBILE SATELLITE SERVICE g/ SWITCHED RESALE SERVICE TRANSFER OF CONTROL C SUBMARINE CABLE LANDING LICENSE C INTERNATIONAL SPECIAL PROJECT Description of Application:

READ INSTRUCTIONS CAREFULLY APPROVED BY OMB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION e y SPECIAL USE REMITTANCE ADVICE ppre esnt n "a 4 Ag FCC USE ONLY (1) LockBox# 358115 FCCMMEtc~—>——B8E0 1418988 | SECTION A — PAYER INFORMATION | (2) PAYER NAME (if paying by credit card, enter name exactly as it appears on your card) (3) TOTAL AMOUNT PAID (dollars and cents) Fox Paine & —Company, L.L.C. $ 180. 00 (4) STREET ADDRESS LINE NO. 1 950 Tower Lane (5) STREET ADDRESS LINE NO. 2 Suite 1950 (6) CITY (7) STATE (8) ZIP CODE Foster City CA 94 4 0 4 (9) DAYTIME TELEPHONE NUMBER (Include area code) (10) COUNTRY CODE (if not in U.S.A.) (650) 525—1300 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 I (11) APPLICANT NAME (if paying by credit card, enter nameexactly as it appears on your card) Alaska Communications Systems Sub, Inc. (12) STREET ADDRESS LINE NO. 1 100 West 1l1th Street (13) STREET ADDRESS LINE NO. 2 (14) CITY (15) STATE (16) ZIP CODE Vancouver WA 98660 (17) DAYTIME TELEPHONE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.) (360) 993—5§150 COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORM 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 ITC—96—328 ¢ Jt |fT | 1 |s 780 .00 (23A) FCC CODE 1 (24A) FCC CODE 2 (19B) FCC CALL SIGN/OTHER ID (20B) PAYMENT TYPE CODE (PTC) (21B) QUANTITY (22B) FEE DUE FOR (PTC) IN BLOCK 208 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 (23C) FCC CODE 1 | | | s (24C) FCC CODE 2 (19D) FCC CALL SIGN/OTHER ID (20D) PAYMENT TYPE CODE (PTC) (21D) QUANTITY (22D) FEE DUE FOR (PTC) IN BLOCK 20D FCC USE ONLY (23D) FCC CODE 1 | | | s (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|s 3| o |o|s 4 7 o 4 APPLICANT TIN |0|s|2 |2 |1 |2 |4 8| 4 |s6 SECTION E — CERTIFICATION | (27) CERTIFICATION STATEMENT 1, , 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 I 26) MASTERCARDNISA ACCOUNT NUMBER: EXPIRATION DATE: MASTERCARD MONTH YEAR VigA I herebyauthorize the FCC to charge myVISA or MASTERCARD AUIHORIKEED SIGNATIURE DATE for the service(s)/authorization(s) herein described. p SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

HOGAN & HARTSON LLB COLUMBIA SQUARE 555 THIRTEENTH STREET, NW WASHINGTON, DC 20004—1109 TEL (202) 637—5600 December 14, 1998 FARM0I) 527—5010 BY HAND DELIVERY Federal Communications Commission International Bureau — Telecommunications P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Application for Consent to Transfer of Control of Section 214 Limited Global Resale Authority, ITC—96—328, held by ATU Long Distance, Inc., from Anchorage Telephone Utility to Alaska Communications Systems, Inc. Dear Sir or Madam: Enclosed for filing please find an original and two copies of an application seeking Commission consent to the transfer of control of ATU Long Distance, Inc., holder ofthe limited global resale authority ITC—96—328, issued pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, from Municipality of Anchorage d/b/a Anchorage Telephone Utility (°ATU") to Alaska Communications Systems, Inc. CACS"). Also enclosed is a check in the amount of $780 for the prescribed filing fee. Please direct questions or correspondence concerning the transferor‘s portion of this application to: Alane Weixell Covington & Burling 1201 Pennsylvania Avenue P.O. Box 7566 Washington, DC 20044—7566 (202) 662—6000. BRUSSELS BUDAPEST LONDON MOSCOW PARISt PRAGUE* WARSAW \\\DC — 68593/BADTSBEBRE,IMD COLORADOSPRINGS,CO DENVER,CO LOSANGELES, CA McLEAN, VA NEWYORK, NY ROCKVILLE, MD *Affiliated Office

HOGAN & HARTSON 1L.Lr Federal Communications Commission December 14, 1998 Page 2 Please direct questions or correspondence concerning the transferee‘s portion of this application to the undersigned counsel for ACS. Sincerely, A / 4* /. Ronnie London Enclosures ce; Alaska Telephone Utility Alaska Communications System, Inc. Michael Maslansky David Nace \\\DC — 6859372 — 0783283.01

noe im o tateseduteroe olon obeven ie t o e are en ommc ons metren ty rerey on snn rcvemmcs ramiiont cesooconorpmegume~ prememmemetcmems ryprmmarye oo tipor nc emsmorne HOGAN & HARTSON LL.p. CHECK No. 21fi41 36 214136 12/09/98 FO7025 ATTORNEYS ATLAW NATIONS BANK 15—55 EspdsfM SINEED N.W. WASHINGTON, D.C. 20004 WASHINGTON, D.C. 540 CHECK AMOUNT 780 .00 SEVEN HUNDRED EIGHTY AND 00/100 TAt TO THE FEDERAL COMMUNICATIONS COMM. : 0 2ovgh/// €500. REQUIRE AVO SIGNATURES ORDER OF 9/\ fi ‘Z e AUTHORIZED SIGNATURE "2 k4 436 2054000556 20=®ABS 39 19L sred esneuns n 10 +

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 vvvvvvvvvvvvvvvvvv In the Matter of MUNICIPALITY OF ANCHORAGE d/b/a ANCHORAGE TELEPHONE UTILITY Transferor, and ALASKA COMMUNICATIONS SYSTEMS, INC. File No: _ Transferee, Application for Consent to Transferof Control of Authorization Under Section 214 of the Communications Act of 1934, As Amended, for Limited Global Authority to Offer Resale Service To: Chief, International Bureau APPLICATION FOR TRANSFER OF CONTROL I. PREAMBLE Applicants Municipality of Anchorage, d/b/a Anchorage Telephone Utility ("Transferor") and Alaska Communications Systems, Inc. ("‘Transferee" or "ACSIT"), hereby request Commission consent to the transfer of control of the limited global resale authority issued pursuant to Section 214 of the Communications Act, 1/ and Section 63.18(e)(5) of the Commission‘s Rules, 2/ held by ATU Long Distance, Inc. ("ATU—LD"), a corporation solely owned by the Transferor. 1/ 47 U.S.C. § 214. 2/ 47 C.F.R. §63.18(e)(5). \\\DC — 6859372 — 0765327.06

Transferee, a new entrant into the international services market, has no foreign carrier affiliations, and its primary business is the provision of telecommunications services. Transferee, and its wholly owned subsidiary Alaska Communications Systems Sub, Inc., 3/ were formed solely to acquire the assets and stock of numerous entities holding various telecommunications licenses and authorizations issued by the FCC for operation in Alaska, 4/ as well as certain solely intrastate wireline communications facilities in Alaska. The operation of the facilities under the FCClicenses, and of the acquired wireline facilities, will be the Transferee‘s principal and sole business. The parent of ACSI, ALEC Acquisition Corporation CALEC"), was formed solely to acquire the capital stock of numerous entities holding the various 3/ The subsidiary will be the Assignee to the BETRS applicationreferenced at note 1 supra. 4/ The Transferor owns and controls Anchorage Telephone Utility ("ATU") and owns all of the issued and outstanding shares of ATU Long Distance, Inc. CATU— LD"), as well as those of MACtel, Inc., and MACtel Fairbanks, Inc. (collectively, "MACtel"). j Pursuant to the Asset Purchase Agreement of October 20, 1998, between the Transferor and ACSI, the Transferor has agreed to sell, and ACSI has agreed to purchase, all of the assets of ATU, including all of the outstanding capital stock of ATU—LD and MACtel. ATU holds an authorization in the Basic Exchange Telecommunications Radio Service and certain Microwave licenses, ATU—LD holds the limited global resale authorization pursuant to Section 214 (which is subject of the instant Application) and MACtel owns certain Microwave and Cellular licenses. A complete list of the FCC licenses and authorizations being acquired appears at Attachment 1 hereto. Applications for FCC consent to the assignment and transfer of control of the FCC licenses and authorizations listed in Attachment 1 are being concurrently filed with the instant Application. \\\DC — 68593/2 — 0765327.06

wireless te]lec'om,fil1un:ications licenses issued by the FCC for operation in Alaska, 5/ as well as certain solely intrastate wireline communications facilities in Alaska. The operationof the facilities under the FCClicenses, andof the acquired wireline facilities, will be the principal and sole business of ALEC‘s subsidiary, and sister corporation to ACSI, ALEC Acquisition Sub Corp. ALEC Sub"). Ultimate control of ALEC is vested ih Fox Paine Capital Fund, L.P. ("Fox Paine Fund"). In addition to serving as directors and officers of Sub Corp., ACSI, ALEC and ALEC Sub, W. Dexter Paine, III is President, and Sanjay Swani is a Director, of the general partner in Fox Paine Fund, Fox Paine Capital, L.L.C., a privately heldinvestment firm, and certain of its affiliates. Fox Paine Fund is a $500 million investment fund focused on investing equity capital in management buy—outs, start—ups and restructurings of companies in diverse industries. The 5/ ALEC, which is owned 100% by ALEC Holdings, Inc., owns 100% of the issued and outstanding shares of ALEC Acquisition Sub Corp. (ALEC Sub"). Pursuant to a Purchase Agreement between ALEC and CenturyTel of the Northwest, Inc., f/k/a Pacific Telecom, Inc., and CenturyTel Wireless, Inc., f/k/a Century Cellunet, Inc., (©Century"), Century has agreed to sell, and ALEC has agreed to purchase (the "Century Acquisition"), through ALEC Sub, all of the issued and outstanding shares of capital stock of Telephone Utilities of Alaska, Inc. ("TUA"), Telephone Utilities of the Northland, Inc. ("TUNI"), PTI Communications of Alaska, Inc. ("PTT‘), Pacific Telecom Cellular of Alaska, Inc. CPTCA—Cellular"), Pacific Telecom Cellular of Alaska RSA #1, Inc. (RSA1"), and Pacific Telecom Cellular of Alaska PCS, Inc. (°PTCA—PCS"). TUA, TUNI, PTI, PTCA—Cellular, RSA1l and PTCA—PCS hold numerous Cellular, PCS, Aeronautical, Experimental Earth Station, Microwave, Rural Radio, and Telephone Maintenance licenses issued by the FCC as reflected on Attachment 2 hereto. Applications for FCC consent to the transfer of control of these licenses were filed concurrently several months ago and are either pending before the Commission, or have been granted, as indicated on Attachment 2. \\\DC — 6859372 — 0765327.06

Fund does not currently own, or have rights to aéquilre a controlling interest in, any company other than as contemplated herein, but is currently engaged in negotiafions with respect to a number of potential acquisitions in various industries. Transferee also requests consent to have interlocking directorates with ATU—LD or any of its licensed affiliates, a\-srupon closing it is expected that ACSI, ACSSI and/or ATU—LD may have officers and/or directors in common. Applicants request that the Commissionstreamline the processing of this application pursuant to Section 63.12. 6/ Grant of this Application will serve the public interest, convenience and necessity by infusing ATU—LD with new capital with which to compete in the international services market. Pursuant to Section 63.18 of the Commission‘s Rules, Applicants set forth the following information in support of its request for authorization. II. SECTION 63.18 INFORMATION (a) The names, addresses and phone numbers of Applicants are: Municipality of Anchorage d/b/a Anchorage Telephone Utility 600 Telephone Avenue Anchorage, Alaska 99503—6091 Attn: Office of the Mayor Phone: (907) 564—1627 Fax: (907) 563—4023 6/ 47 C.FR. f63.12. \\\DC — 6859372 — 0765327.06

Alaska Communications Systems, Inc. 510 L Street Anchorage, AK 99501 Phone: (907) 564—3023 Fax: (907) 561—1325 (b) The Transferor is a municipal corporation organized and existing under the laws of the State of Alaska; the transferred entity is a corporation organized and existing under the laws of the State of Alaska; the Transferee is a corporation organized and existing under the laws ofthe State of Delaware. (c) Correspondence concerning this matter should be addressed to: for Municipality of Anchorage Anchorage Telephone Utility 600 Telephone Avenue Anchorage, Alaska 99503—6091 Phone: (907) 564—1627 Fax: (907) 563—4023 with copies to William S. Lamb LeBoeuf, Lamb, Greene & MacRae, LL.P. 125 West 55th Street New York, NY 10019—5389 Phone: (212) 424—8000 Mary K. Hughes, Esq. Municipal Attorney P.O. Box 196650 Anchorage, AK Phone: (907) 343—4545 Fax: (907) 343—4550 \\\DC — 6859372 — 0765327.06

for ACST: James H. Huesgen Alaska Communications Systems, Inc. 100 W. 11th Street Vancouver, WA 98660 Phone: (360) 993—5150 Fax: (360) 993—5156 with copies to: Mitchell S. Presser Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Phone: (212) 403—1000 Fax: (212) 403—2000 Michele C. Farquhar Hogan & Hartson, L.L.P. 555 13th Street, NW. Washington, DC 20004 Phone: (202) 6837—5663 Fax: (202) 637—5910 (d) Anchorage Telephone Utility, a separate department of the Transferor, has received authority under Section 214 of the Communications Act to provide basic exchange telecommunications service (BETRS) to Fire Island, Alaska, File No. W—P—C—6710, granted June 20, 1991. Transferee has not received authority under Section 214 of the Communications Act. 7/ (e)(1) Not applicable. (2) Not applicable. (3) Not applicable. 7/ However, concurrently with this Application, the parties are filing an application for Commission consent to the assignment of the BETRS authorization to ACSIL. \\\DC — 6859372 — 0765327.06

(4) Not applicable. (5) See (a)—(d) above. (6) Not applicable. (£) No response required. (g) Not applicable. (h) (1) Transferee hereby certifies that it is not, nor does it have an affiliation with, a foreign carrier. (2) The ownership structure of the Transferee is as follows: ALEC Acquisition Corporation (parent of Alaska Communications Systems, Inc.) ALEC Holdings, Inc. 100% The officers and directors of ALEC Acquisition Corporation are W. Dexter Paine and Sanjay Swani ALEC Holdings, Inc. (parent of ALEC Acquisition Corporation) Fox Paine Capital Fund, L.P. 8/ 100% The officers and directors of ALEC Holdings, Inc. are W. Dexter Paine and Sanjay Swani Fox Paine Capital Fund, L.P. (owns 100% of ALEC Holdings, Inc.) Fox Paine Capital, L.L.C. General Partner W. Dexter Paine, Sanjay Swani, Jason Hurwitz, James H. Huesgen, Wesley E. Carson, Wayne P. Graham and Deborah J. Harwood are officers and directors of the Transferee. All of the shareholders, officers and directors of each of the foregoing entities, all of which are U.S. corporations or partnerships, are U.S. citizens. 8/ Upon consummation of the Century Acquisition, certain members of Holdings‘ management will own up to 4.5% of the common equity of Holdings, and Fox Paine Capital Fund, L..P., will hold the remainder. \\\DC — 6859372 — 0765327.06

(3) Applicant hereby certifies that it does not have an affiliation with any U.S. carrier whose facilities—based service Applicant proposes to resell (either directly or indirectly through the resale of another reseller‘s service). (4) No response required. (5) Not applicable. (6) Not applicable. (7) Not applicable. (8) Not applicable. (i) Transferee hereby certifies thatit 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. (j) Transferee hereby certifies that no party to this application, as defined in 47 C.F.R. § 1.2002(b), is subjectto denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 853(a). (k) The Application qualifies for streamlined treatment pursuant to Section 63.12 because Transferee has no affiliations. \\\DC — 6859372 — 0765327.06

Nov. 30. 1998 5:08PM HOGAN & HARTSON Dcé No, 2546 P. 10/34 III, CONCLUSION Accordingly, Applicants respectfully request that the Commission grant this transfer of control. Respectfully submitted, MUNICIPALITY OF ANCHORAGE ALASKA COMMUNICATIONS d/b/a ANCHORAGE TELEPHONE UTILITY SYSTEMS, INC. Thomas Edrington %nesgen mes 600 Telephone Avenue 00 W. 11th Street Anchorage, Alaska 99503—6091 Vancouver, WA 98660 (907) 564—1627 (860) 9983—5150 William S. Lamb Mitchell S. Presser LeBoeuf, Lamb, Greene & Wachtell, Lipton, Rosen & Katz MacRae, L.LP. 51 West 52nd Street 125 West 55th Street New York, NY 10019 New York, NY 10019—5389 (212) 403—1000 (212) 424—8000 Michele C. Farquhar Attorney for Municipality of Alaska Hogan & Hartson, L.LP. 555 13th Street, N.W. Washington, DC 20004 (202) 637—5600 Attorneys for Alaska Communications Systems, Inc. wlz— Dated: Decembera’_, 1998 \\\DC — 6859972 . 07€5327.06

Nov. 30. 1998 5:06PN No. 6958 P. 10/34 III, CONCLUSION Accordingly, Applicants respectfully request that the Commission grant this transfer of control. Respectfally submitted, MUNICIPALITY OF ANCHORAGE ALASKA COMMUNICATIONS d/b/a ANCHORAGE TELEPHONE UTILITY SYSTEMS, INC. By: By: Thomas Edringto James H. Huesgen 600 Telephone Avenue 100 W. l11th Street Anchorage, Alaska 99508—6091 Vancouver, WA 98660 (907) 564—1627 (360) 993—5150 William 8. Lamb Mitchall 8. Presser LeBoeuf, Lamb, Greene & Wachtell, Lipton, Rosen & Katz MacRae, LLP. 51 West 52nd Street 125 West 55th Street New York, NY 10019 New York, NY 10019—5389 (212) 408—1000 (212) 424—8000 Michele C. Farquhar Attorney for Municipality of Alaska Hogan & Hartson, L.LP. 555 18th Sitreet, NW. Washington, DC 20004 (202) 637—5600 Attorneys for Alaska Communications Systems, Inc. Dated: December __, 1998 \~\DC — G859977 — 0760327.06 R=96% 11—30—98 O2:35PM PO10 #15

Attachment Anchorage Telephone Utility Microwave WHB63 WLC603 WLC604 WLC605 WLC606 Anchorage Telephone Utility BETRS W—P—C—6710 MACtel, Inc. Microwave WMNT700 MACtel Fairbanks, Inc. Cellular KNKN204 MACtel, Inc. Cellular KNKQ398 KNKR274 KNKA480 ATU Long Distance, Inc. Section 214 ITC—96—328 Limited Global Resale Authorization \\\DC — 6859372 — 0765327.06

Attachment Pac1fi elecom Temporary Fixed 10/8/98 Cellular of Alaska Microwave PTI Communications Microwave WMS884 10/8/98 of Alaska WPND459 WPNJ814 WMN885 WPNJ813 Telephone Utilities of Microwave WNM284 11/9/98 the Northland WLK671 WMS499 WLA344 ‘ITLA 0 A 0 MIT NV MC MI WMS498 WML566 WMV951 WMQ535 WMN283 WLK581 WLK670 WPNG599 KWW97 WLK669 WPJB359 WLW391 WPJB358 Pacific Telecom PCS KNLF936 pending Cellular of Alaska KNLG973 . PCS KNLG981 Pacific Telecom Cellular KNKN261 pending Cellular of Alaska KNKN407 \\\DC — 6859372 — 0765327.06

Telephone Utilities of Rural Radio KNKO622 pending the Northland KNKL938 KNKG791 KNKH871 KWY8O KNKM770 KNKO922 KNKP492 KNKP549 KNKO613 KNKO856 WBB818 KNKP848 KNLM933 KNKO481 KNKPA491 KNKO755 KNKP434 KNKKT780 KNKL383 KNKO623 KNKO922 Telephone Utilities of Experimental Mobile WA2XOW 9/10/98 the Northland Earth Station PTI Communica— Telephone WNWV749 9/9/98 tions of Alaska Maintenance WNXH700 Telephone Utilities of Telephone WZN410 9/9/98 the Northland Maintenance KNCM5836 KNAC931 WGI929 KR4087 WZN409 KNAA256 WZN408 Telephone Utilities of Aeronautical KQ9568 9/3/98 the Northland \\\DC — 6859372 — 0765327.06


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