Attachment 20161213153559-167.p

20161213153559-167.p

SUPPLEMENT

Supplement

2000-07-21

This document pretains to ITC-T/C-20000721-00429 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000072100429_1381330

_Categories of Services for 214 Applications d Non—streamline —J LIMITED/GLOBALRESALESERVICE —BASED SERVICE LITIES—BASED/RESALE SERVICE O — ED SERVICE LINE RESALE SERVICE E SERVICE

KELLEY DRYE & WARREN cup A LIMITED LiA BILIT® PARTNER SHIP 1200 1978 STREET, N.W. NiIIW YORK, NY SUITE 5CD FACSIMILE inNsEt=‘ ~A wasHington, p.s. so03ée .;, 9 P (2D2) ©s5—0702 chHicago, iL 3 L.L ‘NWVT.kelleydrya.com sTAMFORD,C (202) $81:1:8e50 PARSIPPANY, NJ WFIITER‘S DIRECT LINE (2)2) 955—9667 BRUSSELS, BELGIUM FONG KONG WRITER‘S E—MAIL Ms mith @kelleydrye.com AFFILIATE OFFICES Jl Lly 21 2(‘00 BANGKOK, THAILAND JAKAFITA, INDONESIA MANILA, THE PHILIPPINES MUMBAI, INDIA Federal Communications Zonniistiion International Bureau — Tel:scomnuaications P.O. Box 358115 Pittsburgh, PA 15251—51°: 5 ATTN: J. Breck Blayloc Re: Application of " n‘ /ege it Commun caions, Inc. and Gebriel Communicatior s, nc. fcr T ransfer Cortrol 0 : Section 214 .\uthorization Dear Mr. Blaylock: TriVergent Commun:caions, [nc. and Gapriecl Cor imunications, Inc., by their attorneys, respectfully subnit for filing the enc os :d application for transfer of control of entity holdin z Section2.4 : wuthorization to provide inter 1ational telecommunications service pursuant to Section 214 of the Act and Section 63.18(e)(3) of the Commission‘s rules. An original and five (5) copies of this filing are enclosed. Also included with this filing is a check for $780.00 made out to the Federal Communications Commission (FCC Fee Code CUT) and a completed FCC Form 159 (Remittance Advice). Please acknowledge receipt of this application on the duplicate copy enclosed for that purpose and return the stamped copy via the courier. Please do not hesitate to call the undersigned counsel at the above—referenced number if you have any questions regarding this matter. Respectfully submitted Enclosures: Section 214 Application; check; FCC Form 159 DCO1/SMITM/120264.1

rmmansomemsctenmmmeeme READ INSTRUCTIONS CAREFULLY °PROV—ID BY OMB 360 0529 BEFOFIE PROCEEDIN i FEDERAL COMAIUNICATIONS COMAIISSION spec LV REMITTANCGE ADVICE 1.._ce. 2. FCcl pase no.__L x, y o i 3EcCTo2A PAVER NFORMATION_ 2) PAYER N WME{W ; aying by redit card, o sor name exactly as | \pmmyouu:m (J)THTALAI UNT PAI ) (dollars and cant _Ke] ley Drle & Warren 1 _P ; 780 00 d 4) STREET DORESSLINE N ~— 12(0 19th Stleet, N.W._ Nss 21 5) STREET DORESSUINEN .2 Invoimcmanedies‘t Suite 500 d (a ory [n stare [s z1‘ coors To ns Wa: hingto i : Di% 20( 36 IKG) DAYTIMI TELEPHONIE NU BER (include aree code} ~~[(10) COUN TRY CO0E (Hf not in U.S.A) (2(2) 955 :96( 0 iarennentanrpaamesteniea fls 7 IF PA\ =R h AME AND T! E APPLICANT—NAME ARE DIFFERENT; com LETESECTION B:# T F MOF E T 4AN ON! APPLI(‘ANT,USE CONTINUATION SHEE'I S FORM159—C _L _ L LL_ fFrompaercremrozrum)__ || 11) A PPLIC NT MAME{H pay q by crec t card, intue name exact as it appears on your card) Trilergeni Commuricaticns, Inc. 2 17 SREE ADORESSLINE 3.1 301 NORTH Mat i_§trset _ 13) smes AboressLNE Sui ze 200( ory Es mm es 6 [ 5) state [ng a» i oo Gre :nville 5C 236 211 '1?)?47111 ETELEPHONEN UBER lude ccdn} [18) COUNTRY CO0E (if not in U.3A) a (864) 271—633 : in COMPLETE SECTION : FOR EACH 's. Weirptenrmiereiicnetiesemomnnemreemegun RVICE, IF MOREBOXES ARE NEEDED, USE CONTIN ATION SHEETS (FORM 159—C) m-. EBm ~SEecron c — Payment_inrornclox Rull F NOTHER i (20A, PAYMENT nPl OOE (PTC) l(nflm w ; lm FEE OVE FOA | PTC) IN BLOCX Zn > C ONEY ~c w gutebe enumamen uied mt [rayrce ccoei ak ol J _k ZajFree cooei x exs: 198) Foo CaLL siGNHTHERT) (208) PAYMENT TYP1 008 (PTC) (21s) cuamtm (228) FEE DuE FOR (PTC) in LOCK 208 F38) ree cooe i | | & Zaa) rec cooez 19C) Foe call. sawomeRis Reciramemt mpi Soeirro) herawa (Reires pue ron (ric) in scbex me 25G) ree cooe i [s1 : Zac) Fec cooez M730) ree cauL seNomeRio (200) PayMeNT TyPE cooe (PTC) hreyacaamt T20) Fes oue on (Pro) in susex 10 230) FCC COOE 1 _E3 : (240) FCC COOE2 _I; nomectnesinmine 25) L9E s PAYER TIN o 1| 3 5|3 SECTION E_ — CERTIFICATION 27) CERTIF)C{HON STATEMENT C 1 Melissa M. Smith , Certify under penalty of perjury that foreghi (PRINT Name) are true and correct to the best of my knowledge, infomation and belief. SIGNATURE ECTIONFE— CREDIT CARD PAYMENT INFORMAT 28) MASTERCARD MONTH YEAR lAUTHORIZED SGNATURE DATE msa hareiry suthorize the PCC to charge myVISA or MASTERCARD ftor ue servicn(tymuterttatons(s) hervin deveribed. neoommmmmmmntnmemmemmenbenirome nmenssneeaan enprmemmmmmmaimon SEE PUBLIC BURCEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

_FEDERAL COMMUNICATIONS COMMISSION rommonmorguge pepenemmemmrensmcpensmmesss womg APPROVED BY OMB 3060—058¢ I REMITTANCE ADVICE (Continuation Shect)pagEno. __2 _or_2 USE THIS SE.CTION ONY FOR_EZACH ADDIIION, .L APPLICANT --_ISECTION BB — ADDITIONAL APPLICANT INFORM.\TION 1) APPLICANT NAME(i paiying by credit card, ente: name exactly asit appear: on your card) Gabriel (ommunications 5 Ihc. K12) STREET ADDRESS | INE NO. 1 16090 Swingley Ridge Road 13) STREET ADDRESS I INE NO. 2 Suite 50( P14 crty (15) STATE M (16) ZiP cope Chesterfield MO 63017 [K17) DAYTIME TELEHO IE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.] {(314) 991—9375 | is me [TTL .mescorrtrhneme@®@ _______ IF MORE BOXI!S ARE NEEDED, USE ADDITIONAL FCC 159—C CONTINUATION SHEE TS TO LIST EACH SERVICE _ _ 19,;) FCC CALL SIGN/OT IER 1 ) 20 5) PA ntTYPecooe|Gia)auANMIY* (ezamreeouersm( relm cockzo® ECC USE ONLY . :o oyg $ K2arcecooei ~— (24A) Foc cobe 2 murmsen omm mmoeomemammememsey nuumme I‘IQB) FCCCALL SIC NOTHER ID (20B) PAYMENT TYPE CODE (PTC) (218) QUANTITY (228) FeE DUE FOR (PTC) IN LOCK 208 |FCC USE ONLY $ ecmmmmesnemnenssce [{238) FCC CODE 1 (248) FCC CODE 2 mmmommmmmmmmme m muomumcs 19©) FCC CALL SIGN/OT 1ER ID (20C) PAYMENT TYPE CODE (I‘TC) (21C) QUANTITY [22c) FEE puE FoR (PTC) IN BLOCK 20C ECC USE ONLY $ K23¢) FCC CoOpE 1 (24C) FCC CODE 2 frao)ree catt stervomen io (200) PAYMENT TYPE CODE (PTC) (21D) QUANTITY (220) Fee pue FoR (PTC) IN BLOCK 200 rcc use OnLY $ *27 §{230) FCC CODE 1 (24D) FCC CODE 2 SECTION DD — TAXPAYER INFORMATION— (25) COMPLETE THIS BLOCK ONLY IF SECTION BB IS APPLICABLE APPLICANT TIN O| s |s |ifs |a ol s s s mmomemonmmum yemmmmnom FCC—FORM 159—C JULY 1997(REVISED) reset form

enen oc nmmommmmemmmmmacs Rese se o5enc enene en eenee on e ben on ie ieo ieenies KELLEY DRYE & WARREN LLP 006246 1200 19TH STREET, N.W. WASHINGTON, DC 20036 15—122/540 BRANCH 00480 DATE July 20, 2000 PAY y TO THE . o T eat SHFemniinieimeemene ORDER oF Federal Communications Commission | $1780.00 © HARLAND Soe oneeontemmnnterer n cnmojsces vonommncoment Seven Hundred Right And No/lOO DOLLARS f 3 First Union National Bank F N R/T 054001220 fiwkSHrict. : ©00006 246"" 1205400 L 2 2012 EDDDDBLE:':I/DB § 31° DETACH AND RETAIN THIS STATEMENT THE ATTACHED CHECK 15 N PAYMENT OF ITEMS DESCRISED BELOW. IF NOT CORRECT PEASE NOTIEY US PRoMPNY, No 2ECEPT DesizeD. KELLEY DRYE & WARREN LLP DATE DESCRIPTION AMOUNT 7/20/00 Charge 012687.0005 for filing fees $780 .00

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 Application of TriVergent Communications, Inc. ) And Gabriel Communications, Inc. ) ) Docket No. for Authority to Transfer Control of ) Entity Holding Section 214 Authorizations to ) Provide Telecommunications Services Between ) the United States and International Points ) APPLICATION TriVergent Communications, Inc. ("TriVergent‘) and Gabriel Communications, Inc. ("Gabriel") (collectively, hereinafter, the "Applicants"), by their attorneys and pursuant to Section 214 of the Communications Act of 1934, as amended("the Act") and section 63.18 of the Commission‘s Rules, 47 C.F.R. §63.18, hereby respectfully request authority from the Federal Communications Commission("Commission") to transfer control of TVCI to Gabriel through merger as described more fully below. As discussed below, TVCI and Gabriel are — currently certified to provide international te:lecommfinications services between the United States and various points pursuant to Section 214 authorizations. Due to the timing of the Applicants‘ business plans, the Applicants respectfully request that the Commission process this Application in accordance with the Commission‘s streamlined processing procedures as set forth in Section 63.12 of the Commission‘s Rules. DCO1/SMITM/120160.1

1. The Applicants TVCI. TVCI is a privately—held, South Carolina corporation headquartered at 301 North Main Street, Gréefiville, South Cérolina, 29601, énd is a direct wholly—owned subsidiary of State Communications, Inc. ("SCI"). TVCI is a facilities—based, integrated communications provider, and offers business customers a bundled product package that includes high—speed Internet access, such as digital subscriber line ("DSL"), and local and long distance telecommunications service, as well as web design and web hosting. Subsequent to the merger described below, SCI will cease to exist and Gabriel will assume ultimate control of TVCI, as described hereafter. TVCI currently provides local and long distanceservices primarily to certain markets in the Southeast, including Florida, Georgia, South Carolina and North Carolina, and plans to expand service to other markets. TVCI is authorized bythe Commissionto provide interstate and international long distance telecommunications services.‘ TVCI‘s federal authority occasions this application for transfer of control. SCI also is authorized by the Commission to provide interstate and international long distance telecommunications services," however SCI does not have any customers pursuant to this Section 214authority and will be filing separately for a discontinuance of its authority to provide international resale services. Gabriel. Gabriel is a privately—held Delaware corporation whose principal offices are located at 16090 Swingley Ridge Road, Chesterfield, MO, 63017. Gabriel is a facilities—based, integrated communications and applications services provider. Gabriel packages dedicated high TVCI holds a global Section 214 authorization to provide resale service granted effective December 24, 1999 in File No. ITC—214—19991119—00742. See FCC Public Notice dated December 10, 1999. SCI holds a global Section 214 authorization to provide resale service, granted effective May 6, 1998 in File No. ITC—214—10080226—00148. See FCC Public Notice dated April 1, 1998. DCO1/SMITM/120160.1 2

speed Internet access and "traditional" local and long distance telephone services with unified voice, e—mail and fax messaging and other advanced data services. Founded in 1998, Gabriel nowhas broadband telecommunications networks in operation or under development in 15 v'markets in Arkansés, Iilinois, Indiana, Kansas, Kentucky, Missouri, Ohio, Oklahoma, and Tennessee. Gabriel has previously been authorized to provide interstate and international long distance telecommunications service by the Commission.3 II. tequest for Authority to Transfer Control of TVCI to Gabriel The Applicants and SCI have signed a definitive agreement ("Agreement") of merger whereby at the closing SCI will merge with and into a wholly—owned special—purpose subsidiary of Gabriel, Triangle Acquisition, Inc. ("Triangle"). Triangle will be the surviving entity, and by virtue of the merger, SCI‘s existing subsidiary, TVCI, will become a direct subsidiary of Triangle. At the same time, as consideration for the merger, each SCI shareholder will receive Gabriel stock in return for cancellation of its SCI shares at the exchange ratio specified in the Agreement. Thus, upon consummation of the merger, TVCI will become a direct, wholly—owned subsidiary of Triangle* and ultimate control of TVCI will have changed fromthe present SCI shareholders to Gabriel. After the consummation of the merger, Gabriel will own 100% of the former SCI and TVCI, but TVCI will continue to operate under its samename and operating authority. Thus, the transfer of control will be transparent to customers and will not have any adverse impact on Gabriel holds a global Section 214 authorization to provide facilities—based and resale service, granted effective May 7, 1999 in File No. ITC—214—19990323—00165. See FCC Public Notice dated April 2, 1999. Gabriel‘s Section 214 authority is not affected in any way by the instant application. ~ As part of the consummation of the merger, Triangle will change its name to TriVergent Corporation. DCO1/SMITM/120160.1 3

them. After the merger, TVCI‘s toll—free contact for customer service and Commission inquiries will remain: 888—782—8318, for business customers; and §00—800—9681, for reéi.dential customers. Gabriel clearlyis qualified to acquire and control SCI and TVCI Like SCI, Gabriel has s.ucc‘essfu.lly raised sufficient capital to deploy facilities and provide seeriée in its target markets. Notably, for its initial network build—out, Gabriel has raised approximately $187 million in capital investment, including approximately $97 million in an initial round of private equity financing in 1998, followed by establishment of a $90 million dollar senior secured debt facility in 1999. Like SCI, Gabriel‘s preferred stockholders include various large institutional investors. Furthermore, Gabriel had cash and cash equivalents of approximately $63 million as of December 31, 1999. Accordingly, Gabriel‘s resources, combined with those of SCI, create a far stronger company than either operation independently. The combined company has fully funded plans to develop networks in over 40 markets in 16 Midwestern and Southeastern states. On a pro formabasis, the combined company will havetotal invested and committed capital of $800 million. Additionally, like SCI, Gabriel is led by a highly—qualified team of management personnel, all of whom have extensive backgrounds in telecommunications. Collectively, Gabriel‘s senior management team has over 200 years of telecommunications industry experience, in founding, developing and managing successful high growth communications businesses, including CenCom Cable and Brooks Fiber. The members of Gabriel‘s management team have extensive experience in telecommunications network management, provisioning, billing, customer service, OSS design and implementation, sales, marketing, finance, and legal and regulatory affairs, including significant entrepreneurial experience in emerging DCO1/SMITM/120160.1 4

telecommunications companies n consummation of the merger, various SCI executives likely will join with those of G: to form the management tearmfor the combined company. III. Public Interest Analys The proposed transfer 0 rol of TVCI fromits current shareholders to Gabriel does not raise any public interest iss d is clearly is in the public interest. The combination of TVCI and Gabriel will enhance ability to compete in the market for telecommunications services. The Applicants will b : from increased economies of scale that will permit them to operate more efficiently and thi ompete more effectively. SCI or TVCI and Gabriel currently operate in a total of 1( cets, and expect that the combined company will be operational in over 30 markets, approximately 350 collocations in service, by year—end 2000. The merger will allow th ibinedentity to introduce new products and services and to respond to the competitivé telec unications environment across the nation. Over time, consumers across the nation wi. »fit from a greater number ofproduct and service options as well as lower prices. IV. Streamlined Processin: The Applicants believe : us Application qualifies for streamlined processing procedures as set forth in Sectic 12 of the Commission‘s Rules. First, neither Applicant is affiliated with a foreign carrier in a destination market. Second, neither Applicant is affiliated with a dominant U.S. carrier whose international switched or private line services the Applicants seek to resell. Finally, the Applicants do not seek authority to provide switched basic services over private lines to any country not previously authorized by the Commission. The Applicants therefore request that the Commission accord this Application streamlinedprocessing treatment. DCO1/SMITM/120160.1

Vv. Section 63.18 Information The Applicants submit the following information pursuant to section 63.18(e)(3) of the Commission‘s Rules: (a) The name, address, and telephone number of the Applicants are as follows: TriVergent Communications, Inc. Gabriel Communications, Inc. 301 North Main Street 16090 Swingley Ridge Road Suite 2000 Suite 500 Greenville, Suite Carolina 29601 Chesterfield, MO 63017 (864) 271—6335 (636) 537—5700 (b) TVCI is a privately held South Carolina corporation. Gabriel is a privately held Delaware corporation. (c) Correspondence concerning this Application should be sent to: Brad E. Mutschleknaus Melissa M. Smith KELLEY, DRYE & WARREN LLP 1200 19°" Street, N.W. Suite 500 Washington, D.C. 20036 (202) 955—9600 (phone) (202) 955—9792 (fax) Copies of any correspondence also should be sent to the following designated representatives of the Applicants: For TVCI: For Talk.com Riley M. Murphy Edward J. Cadieux Secretary, General Counsel Executive Director— Regulatory TRIVERGENT COMMUNICATIONS, INC. GABRIEL COMMUNICATIONS, 301 North Main Street, Suite 2000 INC. Greenville, South Carolina 29601 16090 Swingley Ridge Road Suite 500 Chesterfield, MO 63017 DCO1/SMITM/120160.1 6

(d) TVCI received global Section 214 authorization to provide resale service effective December 24, 1999 in File No. ITC—214—19991119—00742. Gabriel received global Section 214 authorization to provide; facilities—based and resale service graflted May 7, 1999 in File No. ITC— 214—19990323—00165. (e) This Application is submitted pursuant to Section 63.18(e)(3). (£) Noresponse required. (g) Noresponse required. (h) The ownership information of Gabriel in its original Section 214 Application filed with the Commission on March 23, 1999 has not changedin any material respect. Thus, the information requested in this subsection already is a matter of record and on file with the Commission. There are no interlocking directorates with foreign carriers. (i) As evidenced by the certification provided in Attachment A, Gabriel is not affiliated with any foreign carrier. (G), (k), (1), (m) Not applicable; Gabriel is not affiliated or otherwise related to any foreign carrier on any of the routes on which Gabriel or TVCI seek to provide international telecommunications services. (n) As evidenced by the certification provided in Atftachment A, Gabriel 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 Gabriel will not enter into such agreements in the future. DCOL/SMITM/120160.1 7

(0) As evidenced by the certification provided in Afftachment A, no party to this Application is subject to a denial of Federal benefi s pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. (p) Thé Applicants request streamlined processing for this Application pursus it to Section 63.12 of the Commission‘s Rules. This Application is eligible for streamlined processing because neither Applicant is affiliated with foreig i carriers on any route, nor are the Applicants reque: ting authority to provic e switched services over private lines to countries nct previously authorized for tkis service. VI. Conclusion WHEREFORE, TVCI and Gabriel respectfully request thet the Commission authorize the transfer of control of TVCI f:oni its current skarecholders to Gabricl. Respectfully submitted, TRIVERGENT COMMUNICATIONS, I (C. AlID GABRIEL COMMUNICATIONS, INC. {)/\ A%@S:MW_— rad"'E“Mutschelknus Melissa M. Smith KELLEY DRYE & WARREN LLP 1200 19°" Street, N.W. Suite 500 Washington, D.C. 20036 (202) 955—9600 Their Attorneys Dated: July 21, 2000 DCO1/SMITM/120160.1 8

ATTACHMENT A CERTIFICATE _ The undersigned hereby certifies, on behalf of Gabriel Communications, Inc., with respect to the foregoing application for authority to transfer control of entity holding Section 214 authority to Gabriel, that: 1. Gabriel is not a foreign carrier and is not affiliated with any foreign carrier. 2. Gabriel 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 Gabriel will not enter into such agreements in the future. 3. 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). By: E%M/ déézféu/[%/ Title: Executive Diréctor—Regulatory Date: July 20, 2000 DCOL/SMITM/120263.1


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