Attachment 20161220165458-600.p

20161220165458-600.p

SUPPLEMENT

Supplement

2000-02-04

This document pretains to ITC-T/C-20000204-00071 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000020400071_1385227

_—Categories of Serv1ces for 214 Applications B2 5 AL FACILITIES—BASED SERVICE tet~ AL FACILITIES—BASED/RESALE SERVICE Oe uie L FACILITIES—BASED SERVICE ——INTERCONNECTEDPRIVATELINERESALESERVICE falssfel —INMARSATANDMOBILESATELLITESERVICE _INTERNATIONALSPECIALPROJECT (Bly e es(9] A cGNMENT 224 ARY AUTHORITY olts] BLE LANDING LICENSE E_ etf 1x J/)H/L // N4 W%M CMAAAAAAAMA O\Jmm S :I;WL _ _er knafiuiine Prv tluachaCw &W?J:V

LAW OFFICES OF THOMAS K. CROWE, P.C. 2300 M STREET, N.W. s > SUME 800 WwaASHINGTON, D.C. 20037 TELEPHONE(202) 973—2890 FAX (202) 973—2891 E—MAIL tkcrowe@bellatlantic.net February 3, 2000 BY COURIER Federal Communications Commission International Bureau — Telecommunications P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Silverthorne Production Company and Aquila International Telecommunications, Inc. Dear Sir or Madam: Please find enclosed an original and six (6) copies of Silverthorne Production Company, Inc.‘s and Aquila International Telecommunications, Inc.‘s Application for Consent to Transfer Control. Also enclosed is FCC Form 159 and 159—C and a check in the amount of $ 780.00 to cover the requisite filing fee. Please file—stamp and return the extra copy ofthis filing in the self—addressed, stamped envelope provided for this purpose. Questions regarding this filing should be directed to the undersigned. Thomas K. Crowe C. Jeffrey Tibbels, Counsel for Silverthorne Production Company, Inc. and Aquila International Telecommunications, Inc. Enclosures

1111 INTER—AMERICAN TELECOMMUNICATIONS HOLDING CORPORATION 3220 HIGUERA ST _ t1—35 SAN LUIS OBISPO, CA 93401 patk ) — /~ 0C 1210 Kua. J LC Fexly [ i2 onper or it 1 58 * — P< «< ——— P22—— —————————poiLars ASEZ m Bank of America San Luis Obispo Branch 0061 1105 Higuera Street San Luis Obispo, CA 93401 (805) 544—2022 1"0O0 & & l lt af l 21000 3SA!1 OOR iAB—O498 iL pe ce =—esn Eus prrsecmogamn mere ue amprorem

mmmmunmnmmmmmmes lREAD INSTRUCTIONS CAREFULLY APPROVED BY OMB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION REMI'II'TANCE ADVICE erecincuse FCC USE ONL.Y pace no.__ _‘ OF 2 ) LockBox # 358115 sEction—PINFoRL AYVIR examyan 2) PAYER NAIIE(:I paying by credit card, enter name s appears on your card) (3) TOTAL AMOUNT PAID (doilars and cents) Inter—American Telecommunications Holding Corp. , 780.00 4) STREET ADDRESS LINE NO. 1 3220 South Higuera Street Fi) STREET ADDRESS LINE NO. 2 8) CITY (7) STATE I(l) ZIP CODE San Luis Obispo CA 93401 3) DAYTIME TELEPHONE NUMBER (Include area code} (10) country cone (if not in U.S.A.) (805) 786—2640 IFPAYERNAME ANDTHEAPPLICANTNAME ARE DIFFERENT,COMPLET©SECTION B — _IE MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159—C) MCANT sEemo—AEpCoAmiNromwantsA NAME(if paying by credit card, enter name exactly asml your card) Silverthorne Production Company 12) STREET ADDRESS LINE NO. 1 7001 Seaview Avenue, N.W. 13) STREET ADDRESS LINE NO. 2 Suite 210 14) CiTy (15) STATE (15) zip cone Seattle WA 98117 17) DAYTIME TELEPHONE NUMBER (Include area code) (18) GOUNTRY GODE (if not in U.S.A.) (206) 297—3900 COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORM 159—C) TON PAYNM meneonarmmem _— MWTRMATION 19A ALL SIGNI/OTHER ID (20A) PAYMENT TYPE CODE (PTG) 27A) Quan T 22A N BLOCK 20 c |u | 1t | 1 ,780.00 illA) FCC CODE 1 24A) FCC CODE 2 oomimance 19B) FCC CALL SIGN/OTHER ID (208) PAYMENT TYPE CODE (PTC) oo —oommmmrony,————oprenees (278) quannit [228) FEE DUE FOR (PTC) IN 8LOCK 208 FCC USE ONLY I | l’ $ 23B) FCCCODE 1 248) FCC CODE 2 19C) FCC CALL SIGN/OTHER ID (20C) PAYMENT TYPE CODE (PTC) (210) quantiTy [22c) FEE DUE FOR (PTC) IN BLOCK 200 FCC USE ONLY Kmcrree cooe i [ | s 24C) FCC CODE 2 m!D) FCC CALL SIGN/OTHER ID r(iOD) PAYMENT TYPE CODE (PTC) Trio) auanm [220) rEE DUE FOR (PTC) IN BLOCK 200 IFCB USE ONLY 230) FCC CODE 1 [ | | 24D) :FCC CODE 2 _SECTION_D — TAXPAYER INFORMATION (REQUIRED 28) COmPL HIS BLOCK ONLY IF APPLICANT NAME IN B—1115 DIFFERENT FROM PAYER NAME IN A—2 25) PAYER TIN 7 |7 |— 0 |5 9 0| 8| 3| _JAPPLICANT TIN 8|4]—|1]|0|8]|9]|3]7]7 SECTION E_— CERTIFICATION 27) CERTIFICATION STATEMENT _ C. Jeffrey Tibbels , Certify under penalty of perjury that th(ln\reg?? apd s PW/ (PRINT NAME) lare true and correct to the best of my knowledge, 4 infomation and belief. 1 : SIGNATURE vl MONTH YEAR AUTHORIZED SIGNATURE DATE I hereby authorize the FCC to charge my VISA or MASTERCARD p VISA for the service(s)/authorizations(s) herein described. rmppmmmmmmmen SEE PUBLIC BURDEN ESTIMA E ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

FEDERAL COMMUNICATIONS COMMISSION REMITTANCE ADVICE (Continuation Sheet) PAGE NO. ECTION BB — ADDITIONAL APPLICANT INFORMATION name as P appnrs on ypur Aquila International Telecommunications, Inc. 2) STREET ADDRESS LINE NO. 1 3220 South Higuera Street 3) STREET ADDRESS LINE NO. 2 Suite 304 4) CITY 5) STATE 6) ZIP CODE San Luis Obispo CA 93401 7) DAYTIME TELEPHONE NUMBER (Include area code) 8) COUNTRY CODE not in U.S.A.) (805) 786—2640 MOREBOXES ARE NEEDED, USE ADDITIONAL FCC 159C CONTINUATION SHEETSToList EACH SERVICE SECTION CC — PAYMENT INFORMATION _ 780.00 FCC CODE 2 3C) FCC CALL SIGN/OTHER ID FEE DUE FOR (PTC) IN BLOCK 200 FCC CODE 1 SECTION DD — TAXPAYER INFORMATION APPLICANT TIN [O]— [ reset form

Before the f FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of Nes Nt Nt Nut SILVERTHORNE PRODUCTION COMPANY Not Nust Nes Ne Transferee, AQUILA INTERNATIONAL File No.____ TELECOMMUNICATIONS, INC. N/ N/ N/ N N) Transferor, Application for Authority Pursuant to Section 214 of the Communications Act N/ N/ of 1934, as amended, to Transfer Control of Authorized International Carrier w APPLICATION FOR CONSENT TO TRANSFER CONTROL Pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214 (1999), and Section 63.18 of the Commission‘s Rules, 47 C.F.R. § 63.18 (1999), Silverthorne Production Company ("Silverthorne") and Aquila International Telecommunications, Inc. ("Aquila") (collectively, "Applicants") hereby request authority to effectuate the transfer of control of Aquila, an international carrier, to Silverthorne. Aquila is a non—dominant carrier authorized by this Commission to provide international telecommunications services. As fully described herein, approval of the transfer will permit Silverthorne and Aquila to realize significant economic and marketing efficiencies which will enhance their ability to continue providing 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) Silverthorne Production Company Silverthorne is a Colorado corporation whose principal office is loca‘ted at 7001 Seaview Avenue, NW, Suite 210, Seattle, Washington, 98117. Silverthorne is not a provider of telecommunications services and has no affiliation, within the meaning of Section 63.09(e) of the Commission‘s Rules, 47 C.F.R. § 63.09(e) (1999), with a dominant U.S. or foreign facilities— based carrier. Further information required by the Commission pursuant to Section 63.18 regarding Silverthorne is included below in Part IV of this Application. (b) Aquila International Telecommunications, Inc. Aqguila, a California corporation, has global authority to provide resold and facilities—based international telecommunications services.‘ Aquila is considered a non—dominant carrier under the Commission‘s Rules. Aquila has no affiliation, within the meaning of Section 63.09(e) of the Commission‘s Rules, 47 C.F.R. § 63.09(e) (1999), with a dominant U.S. or foreign facilities— based carrier. 1 Overseas Common Carrier Section 214 Applications Actions Taken, Public Notice, Report No. 1—8303, DA 98—862 (May 7, 1998). Aquila originally filed for Section 214 authorization under the name "Altair International Executive Services, Inc." but changed its name to "Aquila International Telecommunications, Inc." prior to the Commission‘s grant of authority . iSee id. at 12—13.

Information concerning Aquila‘s legal, technical, and financial qualifications to provide service was submitted with the company‘s application for Section 214 authorization and is, therefore, already a matter of record before the Commission. II. DESCRIPTION OF TRANSACTION Applicants propose an exchange of stock Where:by shareholders owning 100 %of the issued and outstanding capital shares of Aquila ("Aquila shares") exchange the Aquila shares for 3,767,519 shares of Silverthorne‘s $0.001 par value common stock. This proposed transaction will result in a transfer of control from Aquila to Silverthorne. The closing date for the transaction has been provisionally set for April 28, 2000. Applicants expect to consummate the transaction subject to the permission of the Commission and, therefore, request Commission approval for authority to effectuate the acquisition, thereby allowing for the transfer of control of Aquila to Silverthorne. III. PUBLIC INTEREST Consummation of the proposed transaction will serve the public interest in promoting competition in the international telecommunications market by providing Silverthorne and Aquila the opportunity to strengthen their competitive positions by combining their financial resources and complementary services, facilities and expertise. The transaction creates access, by Aquila, to the larger capital base of its new parent company, Silverthorne. Aquila‘s operations will more readily increase in size and profitability, due to enhanced economies of scale. Accordingly, the proposed acquisition will benefit consumers through improved services and lower rates, thereby promoting competition in the international telecommunications market.

The Commission recognizes that the international market for switched voice services is becoming increasingly competitive in nature and that such competition benefits consumers. Given the Commission‘s desire to foster competitioninthe international switched services market, grant of the proposed transactionis in the public interest. IV. SPECIFIC PART 63 INFORMATION As required by Section 63.18 of the Commission‘s Rules, Applicants submit the following information: (a) Names, addresses and telephone numbers of Applicants: Transferee Silverthorne Production Company 7001 Seaview Avenue, NW Suite 210 Seattle, WA 98117 (206) 297—3900 Telephone Transferor Aquila International Telecommunications, Inc. Suite 304 3220 South Higuera Street San Luis Obispo, CA 93401 (805) 786—2640 Telephone (b) The Government, State, or Territory under the laws of which each of the Applicants is organized: Silverthorne is a corporation organized under the laws of the State of Colorado and Aquila is a corporation organized under the laws of the State of California. 2 See In re Rules and Policies on Foreign Participation in the U.S. Telecommunications Market; Market Entry and Regulation of Foreign—Affiliated Entities, Report and Order and Order on Reconsideration, 12 FCC Red. 23891, 23891 (1997). 4

(c) Correspondence concerning this Application should be addressed to: Thomas K. Crowe C. Jeffrey Tibbels, Law Offices of Thomas K. Crowe, P.C. 2300 M Street, N.W., Suite 800 Washington, D.C. 20037 . (202) 973—2890 Telephone with a copy to: Darrell H. Hughes Chief Executive Officer Silverthorne Production Company, Inc. 7001 Seaview Avenue, NW Suite 210 Seattle, WA 98117 (206) 297—3900 Telephone and Jimmy L. Boswell President Aquila International Telecommunications, Inc. Suite 304 3220 South Higuera Street San Luis Obispo, CA 93401 (805) 786—2640 Telephone (d) Statement as to previous Section 214 authorization: As discussed above, Aquila previously received authority from the Commission under Section 214 of the Communications Act to provide global facilities—based and resale services." Silverthorne is not a provider of telecommunications services. (e) This Application requests transfer of control of Aquila to Silverthorne. (£) Not applicable. See supra at n.1.

(g) Not applicable. (h) The following entity holds a ten percent (10%) or greater ownership interest in Silverthorne: ' Name/Address %Held Citizenship Principal Business Inter—American Telecommunications 53.9% U.S. Holding Company Holding Corporation ("ITHC") 2608 Second Avenue, Suite 108 Seattle, WA 98121 The followingentity holds a ten percent (10%) or greater ownership interest in ITHC: Name/Address % Held Citizenship Principal Business Cognigen Corporation 57.9% U.S. Internet marketing of 8711 15" Avenue, NW ‘ \ long—distance telecom. Seattle, WA 98117 services The following individual holds a ten percent (10%) or greater ownership interest in Cognigen Corporation: Name/Address % Held Citizenship Principal Occupation Kevin Anderson \65.9% U.S, Internet management 2608 Second Avenue, Suite 108 * consultant Seattle, WA 98121 (i) 'Certific:ation by Silverthorne of non—affiliation with a foreign carrier: See attached. (J) Certification that Silverthorne does not intend to provide international telecommunications services to a destination country for which any of Sections 63.18(j)(1)—(4) of the Commission‘s Rules, 47 C.F.R. § 63.18(j)(1)—(4) (1999) is true: iSee attached. (k) Not applicable.

(1) Not applicable. (m) Not applicable. (n) Certification that Silverthorne 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 market power on the foreign end of the route and will not enter into such agreements in the future: iSee attached. (0) Certifications by Applicants 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): iSee attached. (p) Not applicable.

Vv. CONCLUSION For the reasons stated herein, Silverthorne and Aquila respectfully submit that the public interest, convenience and necessity would be furthered by grant of this application. Respectfully submitted, SILVERTHORNE PRODUCTION COMPANY AND AQUILA INTERNATIONAL TEL ICATIONS, INC. By: f Qb Thomas K. Crowe C. Jeffrey Tibbels, LAW OFFICES OF THOMAS K. CROWE, P:C: 2300 M Street, N.W., Suite 800 Washington, D.C. 20037 (202) 973—2890 Telephone COUNSEL FOR SILVERTHORNE PRODUCTION COMPANY AND AQUILA INTERNATIONAL TELECOMMUNICATIONS, INC. January 26, 2000

CERTIFICATIONS OF APPLICA 172 On behalf of Silverthorne Production Company ("Silvert] me") and in accordance with Sections 1.2001—1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 2001—1.2003 (1999), I hereby certify that neither Silverthorne, its officers and directors, or ai party with a five percent or greater interest in Silverthorne, is subject to a denial of the Fe ‘al benefits requested herein pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. ; 21 U.S.C. § 853(a) (1999). I also hereby certify that the statements in the foregoing applicatio1 e true, complete, and correct to the best of my knowledge and are made in good faith. Silverthorne has not agreed to accept any concessions c ‘ctly or indirectly from any foreign carrier ~r administration with respect to traffic or revenue )w between the United States and variou »rnational points under the authority grante under Section 214 of the Communica Act of 1934, as amended, and the Commission Rules, and has not agreed to enter into such agreements in the future. Pursuant to Section 63.18(i) of the Commission‘s Rules, C.F.R. § 63.18(i) (1999), I certify that Silverthorne is neither a foreign carrier nor affiliated 1 h a foreign carrier as defined by the Commission‘s Rules. Further, pursuant to Section 63.18(J) of the Commission Rules, 47 C.F.R. § 63.18(j) (1999), I certify that Silverthorne does not intend to provide in national telecommunications services to a destination country for which: (1) Silverthorne is a reign carrier in that country; or (2) Silverthorne controls a foreign carrier in that country; or (3 1y entity that owns more than 25 percent of Silverthorne controls a foreign carrier in that coun ; or (4) two or more foreign carriers (or parties that control foreign carriers) own, in the aggi ate, more than 25 percent of Silverthorne and are parties to, or the beneficiaries of, a contractu relation (e.g., a joint venture or market alliance) affecting the provision or marketing of interna aal basic telecommunications services in the United States. SILVERTHORNE PFEOD} ‘TION COMPANY By: W@W Name: Urseyta. \%REAq Title: C—_9— snNnpdIIMEy3y Date: Z.— Z — ¢ ¢

CERTIFICATIONS OF APPLICANT On behalf of Aquila International Telecommunications, Inc. ("Aquila") and in ac« with Sections 1.2001—1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 1.2001—1.2007 I hereby certify that neither Aquila, its officers and directors, or any party with a five p« greater interest in Aquila, is subject to a denial of the Federal benefits requested herein to Section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. § 853(a) (1999 hereby certify that the statements in the foregoing application are true, complete, and c the best of my knowledge and are made in good faith. _ Aquila has not agreed to accept any concessions directly or indirectly from any carrier or administration with respect to traffic or revenue flow between the United S: various international points under the authority granted under Section 214 of the Commu: Act of 1934, as amended, and the Commission‘s Rules, and has not agreed to enter i agreements in the future. AQUILA INTERNATIONAL TELECOMMUNICATIONS, INC. L e J &M O C /i By: o Name: \///7702/ 4# 9 ; £elc Title: PResicle$—~—. E2C Date: porkd '/“OCJ

CERTIFICATE OF SERVICE I, Andrew Ganz, a legal assistant with the Law Offices of Thomas K. Crowe, P.C., certify that on February 4, 2000, a copy of the foregoing Application was served by first class U.S. mail, postage prepaid, on the parties listed below. Deputy Assistant Secretary of Breck Blaylock Defense (Telecommunications) Chief, Policy and Facilities Branch Office of the Assistant Secretary International Bureau, Of Defense Telecommunications Division Pentagon, Room 3E160 Federal Communications Commission Washington, D.C. 20401 445 12"" Street, S.W. Room 6—A¢A767 National Security Agency Washington, D.C. 20554 G042, NSA, EMC Center Room 1C166 Donald Abelson 9800 Savage Road Chief, International Bureau Fort George Meade, MD 20755 Federal Communications Commission 445 12"" Street, S.W. U.S. Coordinator and Director Room 6—A767 Office of International Communications Washington, D.C. 20554 Policy (EB—TD) Department of State Frances Eisenstein 21° and C Streets, N.W. International Bureau, Washington, D.C. 20305—2000 Telecommunications Division Attn: Code 15 Federal Communications Commission 445 12¢" Street, S.W. Chief Regulatory Counsel Room 6—C866 Defense Communications Agency Washington, D.C. 20554 Washington, D.C. 20305—2000 Attn: Code 115 National Telecommunications and qds Information Administration 14‘" & Constitution Ave., NW. Room H4717 Washington, D.C. 20320 Andrew Ganz


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