Application Form [pdf]

This document pretains to ITC-T/C-20051219-00532 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2005121900532_518042

- L.L.P COLE, RAYWID& BRAVERMAN, ATTORNEYS AT LAW 1919 PENNSYLVANIA AVENUE, N.W., SUilE 200 DANIELLEFRAPPIER WASHINGTON, D.C.20006-3458 238 I RO.LS%.”, A Y E W E . 5”- 1 10 DIRECTDIAL ( 2 0 2 )8 2 8 - 9822 TELEPHONE 1202)659-9750 Fax I2021 452-0067 EL ILOUNLIO. U Y r 0 ” ” U . 00245.4PPO DFRAPPIER@CRBL~W.COM W\YW.CRBLIIW.COM December 16,2005 Federal CommunicationsCommission Wireline Competition Bureau - CPD - 214 Appls. P.O. Box 358145 Pittsburgh, PA 15251-5145 Re: Joint International and Domestic Application of Cebridge Telecom Limited, LLC et at. for Authorization Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Transfer Control of Three Cox Entities, Assign a Portion of Other Cox Entities’ Telecommunications Customer Bases and Assign Certain Associated Telecommunications Assets to to Cebridge Telecom Limited, LLC and Cebridge Telecom General, LLC Dear Sir or Madam: Cebndge Telecom Limited, LLC, Cebridge Telecom General, LLC, and Cox Communications, Inc. and certain affiliated entities hereby submit one (1) original, five (5) copies, and one (1) stamp and return copy of the above-captioned application. Also enclosed are the completed Form 159 and a check in the amount of $895 for the filing fee. A copy of this application is being filed simultaneouslywith the International Bureau. Please contact the undersigned with any questions regarding this matter Sincerely yours, r- Danielle Frappier cc: Susan O’Connell, David Krech and Jodi Cooper, FCC International Bureau (via e-mail) Tracey Wilson-Parker, Renee Crittendon, FCC Wireline Competition Bureau (via e-mail) 1‘~1040_1uoc

READ INSTRUCTIONS CAREFULLY Appwvcdby OMB BEFORE PROCEEDING FEDERAL COMMUNICATIDNS COMMISSION ,060-0189 PU'J-Dfl REMITTANCE ADVICE (16) CITY (17) STATE (18) ZIP CODE St. Louis MO 63131 (IY) DAYTIME TELEPHONE NUMBER (Include wci rode) (20) COUNTRY CODE (If not in U S A ) 314.315.9337 . . 0014361752 cmmm s~cno\c FOR EACH WNCE. IF UOILF IIOYES *RE ~ E E D E D L. S E C O ~ T I ~ U ~STI IIE O E T~ >;A,,'>.. I I C ' . 3 ! . l i n .L I ,Z<A,FA\ME>T '\I'L C O V t I 25,\,C~*\lIl\ Cebridqe/Cox 1 CUT 1 (26A)FEE DUE FOR (PTC) (17A) TOTAL FEE FCC USE ONLY $895.00 (28A)FCC CODE I (29A)FCC CODE 2 (23b) CALL SlCNlOTHER ID (24B)PAYMENT TYPE CODE (15B)QUANTITY 126B)FEE DUE FOR(PTC) (27B)TOTAL FEE FCCUSEONLY , certify u n d u p n l t y of perjuv lhat thr f MASTERCARD __ VISA __ AMEX __ DISCOVER ~ ACCOUNT NUMBER EXPIRATION DATE I hemby authorize thr FCC 10 charge iny credit card for Ihr rriuicc(r) euthorimion hririn deroihbcd. SEE PUBLIC BURDEN ON REVERSE FCC FORM 159 FEBRUARY 2003 (REVISED)

STAMP & RETURN Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of the Application of COX COMMUNICATIONS, INC. COX NORTH CAROLINA TELCOM, L.L.C. TCA COMMUNICATIONS, L.L.C. COX TEXAS TELCOM, L.P. COX LOUISIANA TELCOM, L.L.C. COX MISSOURI TELCOM, L.L.C. COX OKLAHOMA TELCOM, L.L.C. COX CALIFORNIA TELCOM, L L C . WB Docket No. and IB File No. CEBRIDGE TELECOM LIMITED, LLC CEBRIDGE TELECOM GENERAL, LLC for Authorization Pursuant to Section 214 of tht Communications Act of 1934, as Amended, tc Transfer Control of Three Cox Entities, Assign i Portion of Other Cox Entities Telecommunications Customer Bases and Assigr Certain Associated Telecommunications Assets tc Cebridge Telecom Limited, LLC and Cebridgi Telecom General, LLC JOINT INTERNATIONAL AND DOMESTIC SECTION 214 APPLICATION Cebridge Telecom Limited, LLC and Cebridge Telecom General, LLC (together, “Cebridge,” unless otherwise specified,’ or “Transferees”), and the above-captioned Cox entities (“Transferors”) (collectively with Cebridge “Applicants”), through their ’ Cebridge Telecom Limited, LLC and Cebridge Telecom General, LLC share the same ultimate parent entities and management personnel. Thus, unless otherwise specified, all references to “Cebridge” in this application, including references in all attachments and certifications, refer to both Cebridge Telecom Limited, LLC and Cebridge Telecom General, LLC. Tbat being said, the only interest that is being transferred to Cebridge Telecom General, LLC under the proposed kanSaCtiOn is a one percent (1%) general partnership interest in Cox Texas Telcom, L.P., as is more filly described below.

. . ,. . , . . . ~ ~. ~ . . .,. undersigned counsel, hereby request authorization pursuant to Section 214 of the Communications Act of 1934, as amended, and Sections 63.04 and 63.24 of. the Commission’s rules, to permit the parties to: (i) transfer control of Cox North Carolina Telcom, L.L.C. and TCA Communications, L.L.C. to Cebridge Telecom Limited, LLC, (ii) transfer control of ninety-nine percent (99%) of Cox Texas Telcom, L.P. to Cebridge Telecom Limited, LLC and one percent (1%) of Cox Texas Telcom, L.P. to Cebridge Telecom General, LLC and (iii) assign a portion of the telecommunications customer base and certain assets associated with providing service to customers of Cox Louisiana Telcom, L.L.C., Cox Missouri Telcom, L.L.C., Cox Oklahoma Telcom, L.L.C., and Cox California Telcom, L.L.C. to Cebridge Telecom Limited, LLC.’ I. DESCRIPTION OF THE APPLICANTS A. Transferors Cox Communications, Inc., a corporation organized and existing under the laws of the state of Delaware, is the ultimate parent corporation of Cox North Carolina Telcom, L.L.C., TCA Communications, L.L.C. and Cox Texas Telcom, L.P. (collectively “Transferring Cox Entities”), and is also the ultimate parent corporation of Cox Louisiana Telcom, L.P., Cox Missouri Telcom, L.L.C., Cox Oklahoma Telcom, L.L.C., and Cox California Telcom, L.L.C. (collectively “Assigning Cox Entities’?. Aside fiom the residential and small business customers of Cox Texas Telcom, L.P., the only telecommunications customers of the Transferring and Assigning Cox Entities are ‘47 U.S.C. 5 214; 47 C.F.R. 85 63.04,63.24. The Applicants are f i b g a joint domestic and international applicationin accordance with the Commission’srules. 47 C.F.R. 8 63.04@).

. . . , . schools and libraries to which certain of the entities provide the underlying telecommunications transport for Wide Area Networks and Internet access services. Transferring Cox Entities 1. Cox North Carolina Telcom, L.L.C. (“CNC”): CNC is a limited liability company organized and existing under the laws of the state of Delaware. CNC currently holds a Certificate of Public Convenience and Necessity from the North Carolina Utilities Commission (“NCUC”), but holds no other telecommunications assets. (The Applicants are submitting, concurrently with this application, an application to the NCUC to transfer control of CNC to Cebridge Telecom Limited, LLC.) CNC does not currently provide any telecommunications services. After the close of the proposed transaction, CNC will continue to exist as a separate entity and will be brought into the Cebridge f d l y of entities as a wholly-owned subsidiary of Cebridge Telecom Limited, LLC. 2. TCA Communications, L.L.C. (“TCAC”): TCAC is a limited liability company organized and existing under the laws of the state of Texas. TCAC currently holds two Certificates of Public Convenience and Necessity from the Arkansas Public Service Commission (“A”SC‘’).3 (The Applicants are submitting, concurrently with this application, an application to the APSC to transfer control of TCAC to Cebridge Telecom Limited, LLC.) In addition, TCAC provides telecommunications services under the Federal Schools and Libraries program. M e r the close of the proposed transaction, TCAC will continue to exist as a separate entity and will be brought into the Cebridge family of entities as a wholly-owned subsidiary of Cebridge Telecom Limited, LLC. 3 Another Cox entity. Cox Arkansas Telcom, L.L.C.,also is authorized to provide service in Arkamas, but is not affected by this transaction.

.. . . . 3. Cox Texas Telcom, L.P. (“CTT”): CTT is a limited partnership organized and existing under the laws of the state of Delaware. CTT currently holds a Service Provider Certificate of Operating Authority from the Texas Public Utilities Commission (“TPUC”). (The Applicants are submitting, concurrently with this application, an application to the TPUC to transfer control of C’M to Cebridge Telecom Limited, LLC and Cebridge Telecom General, LLC). CTT currently provides interstate and international telecommunications services transaction to residential customers (and a small number of small business customers) in Texas. (CTT is the only Transferring or Assigning Cox Entity that offers any internariond telecommunications service affected by the proposed transaction.) In addition, CTT provides telecommunications services under the Federal Schools and Libraries program. After the close of the proposed transaction, CTT will continue to exist as a separate entity and will be brought into the Cebridge family of entities, with Cebridge Telecom Limited, LLC holding a 99% limited partnership interest in CTT and Cebridge Telecom General, LLC holding a 1% general partnership interest in CTT. Assienine Cox Entities 1. Cox Louisiana Telcom, L.L.C. (“Cox Louisiana”): Cox Louisiana is a limited liability company organized and existing under the laws of the state of Louisiana. (Cox Louisiana’s authority from the Louisiana Public Service Commission (“LPSC”) will be transferred to Cebridge, but a Cebridge subsidiary is applying, concurrently with this application, for new authority from the LPSC.) Cox Louisiana provides 4

telecommunications services under the Federal Schools and Libraries program in certain parts of Louisiana affected by the proposed transaction. 2. Cox Missouri Tetcom, L.L.C. (“Cox Missouri”): Cox Missouri is a limited liability company organized and existing under the laws of the state of Missouri. (Cox Missouri’s authority &om the Missouri Public Service Commission (“MPSC‘) will &be transferred to Cebridge, but a Cebridge subsidiary is applying, concurrently with this application, for new authority from the MPSC.) Cox Missouri provides telecommunications services under the Federal Schools and Libraries program in certain parts of Missouri affected by the proposed transaction. 3. Cox Oklahoma Telcom, L.L.C. (“Cox Oklahoma”): Cox Oklahoma is’a limited liability company organized and existing under the laws of the state of Oklahoma. (Cox Oklahoma’s authority from the Oklahoma Public Service Commission (“OPSC) will not be transferred to Cebridge, but a Cebridge subsidiary is applying, concurrently with this application, for new authority fiom the OPSC.) Cox OMahoma provides telecommunications services under the Federal Schools and Libraries program in certain parts of Oklahoma affected by the proposed transaction. 4. Cox California Telcom, LLC (“Cox California”): Cox California is a limited liability company organized and existing under the laws of the state of California. (Cox California’s authority from the California Public Utilities Commission (“CPUC”) will not be transferred to Cebridge, but a Cebridge subsidiary is applying, concurrently with this application, for new authority from the CPUC.) Cox California provides telecommunications services under the Federal Schools and Libraries program in certain parts of California affected by the proposed transaction. 5

B. Cebridge (Cebridge Telecom Limited, LLC, FRN # 0014361752; Cebridge Telecom General, LLC, FRN # 001438391) Transferees are limited liability companies organized and existing under the laws of the state of Delaware, with principal oflices located at 12444 Powerscourt Dr., Suite 450, St. Louis, MO 63131. Transferees are indirect subsidiaries of Cebridge Connections Holdings, LLC (“Cebridge Holdings”). Transferees and their affiliates do not currently provide any telecommunications services. A detailed organization chart of Cebridge and all telecommunications affiliates is attached to this application at Confidential Attachment 2. The organization chart shows the ownership structure (including ownership percentages) of Cebridge and affiliated entities, all of which are privately held. The ownership structure of these private companies is not routinely made available for public inspection and therefore, constitutes trade secrets and proprietary commercial and financial information. Disclosure of this information would result in substantial competitive harm to Cebridge because it would reveal non-public information regarding Cebridge’s financial backing. As such, Cebridge requests that the Commission withhold the organization chart from public inspection under Sections 0.459 and 0.457(d) of the Commission’s Applicants have provided the organizational chart in a sealed, appropriately-marked envelope attached to this application. As shown on the organization chart, GS Capital Partners 2000, L.P., OCM Principal Opportunities Fund 11, L.P. and PAR Investment Partners, LP hold significant interests in Cebridge Holdings. Each of these entities is a private investment company. ‘47 C.F.R. $5 0.459,0.457(d). 6

11. DESCRIPTION OF THE TRANSACTION Through the proposed transaction, the Applicants propose to transfer control of the Transferring Cox Entities to Cebridge Telecom Limited, L E (except for the 1% general partnership interest in CTT to be transferred to Cebridge Telecom General, LLC), and assign the telecommunications assets and telecommunications customer base of the Assigning Cox Entities to Cebridge Telecom Limited, LLC in the communities listed in Attachment 3 (“Affected Service Area”). Specifically, an af3iliate of Transferees and certain affiliates of Transferors signed an asset purchase agreement, which will be assigned by such Cebridge affiliate to Transferees and certain other Transferee affiliates immediately prior to the closing contemplated thereunder, pursuant to which Transferees, as assignees, propose to transfer control of the Transferring Cox Entities, as well as acquire certain regulated communications facilities of the Assigning Cox Entities currently used to provide video, Internet access and telecommunications services. Telecommunications assets of the Transferkg and Assigning Cox Entities to be acquired by Cebridge include, but are not limited to: hybrid coaxial cable and fiber communications plant; franchise rights; state telecommunications certificates of public convenience and necessity; and customer contracts. It also is contemplated under the asset purchase agreement, as assigned to Transferees, that Cebridge will acquire all telecommunications customers of the Transferring and Assigning Cox Entities located in the Affected Service Area, the majority of which are schools and libraries and Texas residential customers.

111. INFORMATION REQUIRED BY SECTIONS 63.04 AND 63.24 Applicants submit the following information in support of their requests for Section 214 authorization pursuant to Section 63.04 and 63.24 of the Commission’s rules. (a) Name, address and telephone number of each Applicant. Transferors Transferees Cox Communications, Inc. and all Cebridge Telecom Limited, LLC Transferring and Assigning Cox Entities Cebridge Telecom General, LLC 1400 Lake H e m Drive 12444 Powerscourt Dr., Suite 450 Atlanta, GA 30319 St. Louis, MO 63131 Telephone: 404 843 5845 Telephone: 314 965 2020 (b) State of organization of each Applicant. Applicant State Cebridge Telecom Limited, LLC Delaware Cebridge Telecom General, LLC Delaware Cox Communications, Inc. Delaware Cox North Caroliia Telcom, L.L.C. Delaware TCA Communications, L.L.C. Texas Cox Texas Telcom, L.P. Delaware Cox Louisiana Telcom, L.L.C. Louisiana Cox Missouri Telcom, L.L.C. Missouri Cox Oklahoma, L.L.C. Oklahoma Cox California Telcom, L.L.C. California 8

(e) The name, title, post offce address, and telephone number of the offcer or contact point, snch as legal counsel, to whom correspondence concerning the application is to be addressed. Questions or inquiries conceming this application may be directed to: Counsel for Cox: Counsel for Cebridge: J.G. Harrington Adam S . Caldwell Dow, Lohnes & Albertson, PLLC K.C. Halm 1200 New Hampshire Ave., NW, Danielle Frappier Washington, D.C. 20036 Cole, Raywid & Braverman, LLP Tel: 202 776 2000 1919 Pennsylvania Ave., NW Suite 200 Fax: 202 776 2222 Washington, D.C. 20006 Email: jharrin@on@dowlohnes.com Tel: 202 659 9750 Fax: 202 452 0067 Email: acaldwell@crblaw.com khalm@crblaw.com d&aDuier@crblaw.com With Copies to: With Copies to: Carrington Phillip Michael J. Zarrilli Vice President, Regulatory Affairs Director, Governmental Relations Cox Communications, Inc. Cebridge Telecom Limited, LLC 1400 Lake Heam Drive Cebridge Telecom General, LLC Atlanta, GA 30319 12444 Powerscourt Dr., Suite 450 Tel: 404 843 5791 St. Louis,MO 63131 Fax: 404 843 7909 Tel: 314 965 2020 Email: carrineton.DbilliD@cox.com Fax: 314 315 9322 Email: mike.zarrilli@ceauel3.com (d) A statement as to whether the Applicants have previously received authority under Section 214 of the Act and, if so, a general description of the categories of facilities and services authorized. Neither Transferee has previously received authority under Section 214 of the Act. The Transferors are all authorized to provide domestic interstate common carrier services pursuant to blanket authority under Section 63.01 of the Commission’s rules. In 9

addition, the ultimate parent entity, Cox Communications, Inc., holds the following international Section 214 authorizations: 1. Global or Limited Global Facilities-Based Service, ITC-214-19991207- 00764:5 This authorization provides authority to Cox Communications, Inc. and two subsidiaries, Cox Telcom Partners, Inc., and Cox California Telcom, L.L.C. (one of the Assigning Cox Entities), to provide facilities-based service to Mexico through the use of fiber facilities that cross the US.-Mexican border. This authorization, however, is not being transferred to Cebridge, nor is any customer base that will be transferred to Cebridge being served through these facilities. (Only a portion of the Cox California Telcom, L.L.C.’s customer base is being transferred to Cebridge, and this portion is not served by these facilities.) Specifically, neither (i) any ownership interest, (ii) any right to use or carry traffic over those cross-border facilities nor (iii) File ITC-214-19991207- 00764 will transfer to Cebridge. After the closing of the proposed transaction, Cox will continue to fully own, operate and maintain those facilities, Cebridge will not send any traffic over the facilities and the international Section 214 authorization will continue to be held by Cox Communications, Inc. Customer bases of the Transferring and Assigning Cox Entities being transferred to Cebridge will be served through other service arrangements, pursuant to new authority sought by Cebridge.6 ~~~ Intentational A u f h o r ~ Granted, o ~ Public Notice, 15 FCC Rcd 16349 (FCC Jan. 6,2000). See explanation of additional authority being sought at Attachment 1 (the domestic section of this application). 10

2. Global Resale, ITC-214-19970815-00496 (Old File No. ITC-97-485):’ This authorization provides authority to Cox Communications, Inc. and certain of its subsidiaries (including Cox California Telcom, L.L.C.; Cox Louisiana Telcom, L.L.C.; Cox Missouri Telcom, L.L.C., Cox Oklahoma Telcom, L.L.C. and Cox Texas Telcom, L.P.) to resell the international telecommunications services of other common carriers between the United States and permissible international points. This authorization, however, is not being transferred to Cebridge. Specifically, neither (i) any right to use or carry traffic via the resale arrangements of the entities authorized by this file number nor (ii) File ITC-214-19970815-00496 will transfer to Cebridge. After the closing of the proposed transaction, Cebridge will not route any traffic to any international points in reliance on this authorization. Customer bases of the Transferring and Assigning Cox Entities being transferred to Cebridge will be served pursuant to new authority sought by Cebridge.8 (e)-(g) No response is required to paragraphs (e) through (g) of Section 63.18 of the Commission’s rules in an application to transfer authorization under Section 214. 47 C.F.R. @ 63.24(e)(2). (h) The name, address, citizenship and principal place of business of any person or entity that directly or indirectly owns at least ten (10) percent of the equity of Transferees, and the percentage of equity owned by each of those entities (to the nearest one (1) percent). Transferees are indirect subsidiaries of Cebridge Holdings, a Delaware limited liability company whose address and principal places of business (‘TPB’?are located at ’ Overseas Common &mer Section 214 Application Actions Taken, Public Notice, 12 FCC Rcd 16423 (FCC nl. Oct. 9, 1997); Cox Communications, Inc. Notice of Afiliater Providing Service Pursuant to Section 214 Authorizations, FCC File No. ITC-97-485,Letter to Marlene H. Dortch, FCC Secretary from Jason E. Rademacher (filed Dec. 8, ZOOS). 8 See explanation of additional authority being sought at Attachment 1 (the domestic section of this application). 11

12444 Powerscourt Dr., Suite 450, St. Louis, MO 63131. The names and citizenship of entities and persons that directly or indirectly own at least 10% of Transferees are listed in the detailed organization chart attached to this application at Confidential Attachment 2, unless otherwise indicated below. The addresses and PPBs of all these entities are 12444 Powerscowt Dr., Suite 450, St. Louis, MO 63131, unless otherwise indicated below. Additional, public information not contained on the organization chart is as follows: OCM Principal Opportunities Fund 11, LP Citizenship: U S . Address and PPB: 333 South Grand Ave., 28th Floor Los Angeles, CA 90071 PAR Investment Partners, LP Citizenship: U.S. c/o Par Capital Management, Inc. Address and PPB: One International Place Suite 2401 Boston, MA 021 10 GS Capital Partners 2000,L.P. Citizenship: U.S. Address and PPB: 85 Broad Street New York, NY 10004 Transferees do not have any interlocking directorates with any foreign carrier because no person or entity who performs the duties of officer or director for any Transfer* also performs such duties for any foreign carrier. 12

~ . . . , . , .. ..,.,..,, ~ , . .~ . ..~ - . . . . . (i) A certification as to whether or not Transferees are, or are affiiated with, a foreign carrier. Through the attached certification of Dale Bennett, SI. Vice President, Operations of both Transferee entities, Transferees certify that they are not foreign carriers and that they are not affiliated with any foreign canier. (j)A certification as to whether o r not Transferees seek to provide international telecommunications services to any destination country in which the Transferees are, or are affiliated with, a foreign carrier. Through the attached certification, Transferees certify that they do not seek to provide international telecommunications services to any destination country to which paragraphs (j)(l)-(4) of Section 63.18 ofthe Commission’s rules apply. (k) Not applicable. (I) Not applicable. (m)Not applicable (n) A certification that Transferees have 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. Through the attached certification, Transferees certify that they have 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. 13

. (0) Certification pursuant to $5 1.2001 through 1.2003 of this chapter that no party to the application is subject to a denial of Federal benefits pursuant to section 5301 of the Anti-Drug Abuse Act of 1988. Through the attached certification, Transferees certify that no party to the application is subject to a denial of Federal benefits pursuant to section 5301 of the hti-Drug Abuse Act of 1988. (p) A statement of how the application qualifies for streamlined processing. Transferees are not foreign carriers and they have no affiliations with any foreign carriers. Moreover, Transferees are not affiliated with any dominant U.S.carriers whose international switched or private line service they seek to resell. Accordingly, this . application qualifies for streamlined processing pursuant to Section 63.12 of the Commission's rules? IV. INFORMATION REQUIRED BY SECTION 63.04 (a)(6)-(a)(12) Paragraph (b) of Section 63.04 instructs applicants submitting a joint domestic and international section 214 transfer application to submit information required by paragraphs (a)(6) through (a)(l2) in an attachment to the application.'o Applicants have provided this information in Attachment 1. V. CONCLUSION For the foregoing reasons, Applicants respectfully submit that the public interest, convenience and necessity would be served by a grant of this application. 47 C.F.R. 5 63.12. Io47 C.F.R.5 63.04@), (a)(6)-(a)(12). 14

." . . . .. Respectfully submitted, h.G-M .n& u J.G. Hanington Adam S . Caldwell Dow, Lohnes & Albertson, PLU: K.C. Halm 1200New Hampshire Ave., NW, Danielle Frappier Washington, D.C. 20036 Cole, Raywid & Braverman, LLP Tel: 202 776 2000 1919 Pennsylvania Ave., NW Suite 200 Fax: 202 776 2222 Washington, D.C. 20006 Email: jhanindon@dowlohnes.com Tel: 202 659 9750 Fax: 202 452 0067 COUNSEL FOR COX ENTITIES Email: acaldwell@,crblaw.com khalm@,crblaw.com dframier@crblaw.com COUNSEL FOR CEBRIDGE c Dated: 15

ATTACHMENT 1 BY SECTION63.04 (a)(6)-(a)(12) REQUIRED INFORMATION Section 63.04(b) of the Commission’s rules state that in a joint domestic and international 2 14 transfer application, applicants should submit the information requested in Section 63.04(a)(6)-(a)(lZ) in an attachment to the international application.” The information requested in those paragraphs is provided below. (a)(@ Description of the Transaction The proposed transaction is described in Section II of the above application. (a)(7) A description of the geographic areas in which the transferor and transferees (and their affdiates) offer domestic telecommunications services, and what services are provided in each area. The Transferring and Assigning Cox Entities provide domestic telecommunications services, as described more fully in Section I of the application above, in the States of Arkansas, California, Louisiana, Texas, Missouri and Oklahoma, but only those communities listed in Attachment 3 will be affected by the proposed -. transaction. The ultimate parent corporation, Cox Communications, Inc., and affiliated entities not party to this application also provide domestic telecommunications services in the central and western United States. Operations by these entities, however, will not be affected by the proposed transaction. Cebridge and its affiliates do not currently provide any telecommunications services. I’ 47 C.F.R. 8 63.04@), (a)(6)-(a)(12).

(a)@) A statement as to how the application fits into one or more of the presumptive streamlined categories in this section or why it is otherwise appropriate for streamlined treatment. Applicants submit that this application fits into the presumptive streamlined category set forth in Section 63.03@)(l)(ii) of the Commission’s rules because the Transferees are not telecommunications providers.” Cebridge is not yet certificated by any state to provide telecommunications service, and Cebridge has not yet received blanket authority under Section 63.01(a) ofthe Commission’s rules because it has not yet begun offering interstate common carrier services.” Even if the application were not entitled to presumptive streamlined treatment, the application would otherwise qualify for streamlined treatment under Section 63.03@)(2) of the Commission’s rules because (i) the proposed transaction would result in Cebridge and all affiliates having a market share in the interstate, interexchange market of less than ten percent (lo%), (ii) Cebridge and all affiliates would provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the proposed transaction, and (iii) none of the Applicants or any of their affiliates is dominant with respect to any ~ervice.’~ (a)(9) Identification of all other Commission applications related to the same transaction. Concurrently with the filing of this application, Cebridge Telecom Limited, LLC is filing an application with the Commission to obtain new, global facilities-based ”47 C.F.R. 5 63.03@)(l)(ii). l3 47 C.F.R. 5 63.01(a). ’ I 47 C.F.R. 5 63.03@)(2). .. 11

and global resale international Section 214 authorization. The application for new international authority lists Cebridge Telecom CA, LLC, Cebridge Telecom LA, LLC, Cebridge Telecom MO, LLC and Cebridge Telecom OK, LLC as wholly-owned subsidiaries that will operate pursuant to Cebridge Telecom Limited, LLC’s authority. Pursuant to discussions with staff in the International Bureau, the relevant Applicant entities also plan to make additional, separate filings with the Commission to ensure that upon closing of the proposed transaction, the Transfemng Cox Entities will have global facilities-based and global resale international Section 214 authorization as those entities will exist post-consummation. (a)(lO) A statement of whether the applicants are requesting special consideration because either party to the transaction is facing imminent business failure. The Applicants are not requesting any special consideration of this application. (a)(ll) Identification of any separately filed waiver requests being sought in conjunction with the transaction. The Applicants have not filed any waiver requests with the Commission in conjunction with this application. (a)(12) A statement showing how grant of the application will serve the public interest, convenience and necessity, including any additional information that may be necessary to show the effect of the proposed transaction on competition in domestic markets. iii

Grant of this Application would serve the public interest, convenience and necessity for several reasons. First, the consummation of the proposed transaction will create a new, facilities-based competitor in the telecommunications market. The Commission has repeatedly stated that the goals of the Communications Act are served by encouraging facilities based competition.’’ Cebridge will use advanced, cablebased technology to provide high-quality, fully functional local and long distance telephony services, in addition to enhanced features such as voicemail. Cebridge will be providing a competitive choice in telephony services in many markets still dominated by incumbent local exchange carriers. Second, Cebridge’s management has extensive experience and expertise in bringing quality communications services to consumers. Jerald L. Kent, a nationally-recognized communications industry leader, is President and Chief Executive Officer of Cebridge and its affiliated entities. Mr. Kent began his career as a financial consultant, and then took a top management role at Cencom Cable Associates. He built Cencom into a top-20 cable operation before it was sold to Hallmark‘s Crown Cable in 1991 for an estimated $1 billion. Two years later he started Charter Communications Inc. with 5 employees, piecing together systems until they hit 1.3 million subscribers, and were sold to Mr. Paul Allen, co-founder of Microsoft Corporation in 1998 for $4.5 billion. Mr. Kent remained President and CEO of Charter Communications and grew the business into the fourth largest publicly traded broadband communicationsbusiness in the country. IS See e-g., In Re Review of Section 251 Unbundling Obligations of Incumbent Local &change Carriers; Implementation of the Local Competition Provisionr of the Telecommunications Act of 1996; Deployment of Wireline Services Offering Advanced Telecommunications Capabilities, Report and Order and Order on Remand and Further Notice of Proposed Rulemaldng, 18 FCC Rcd 16978 (FCC rel. Aug. 21,2003) at 1[ 70 (“We reaffm the conclusion in the UNE Remand Order that facilities-basedcompetition serves the Act’s overall goals”);see also United States Telecom Ass’n v. FCC, 359 F.3d 554, 576 @.C. Cir. 2004) (finding that the purpose of the Act “is to stimulate competition - preferably genuine, facilities-based competition.”), cert. denied, 125 S. Ct.313,316,345 (2004). iv

.~ . ... . .. . . . . . , . .~ .... , Cebridge’s management team also includes Mr. Terry Cordova and Mr. Terry Piper. Mr. Cordova has over 18 years of experience in the communications industry, and has led technical teams in extensive deployments of advanced communications services including digital cable, high-speed Internet and video-on-demand services. Mr. Cordova also holds a Bachelor of Science degree in engineering and is a past National Director-at- Large for the Society of Cable Telecommunications Engineers Board. Mr. Piper has a degree in engineering electronics and over twenty years of experience in the engineering, technical operation, support and training of advanced communications network networks, including hybrid-fiber coaxial cable circuit switched telephony, Voice over Internet Protocol, high speed data and interactive video. The impressive management experience and engineering expertise of Messrs. Kent, Cordova and Piper, along with the operational expertise of key Cox employees to be hired by Cebridge, will ensure that Cebridge’s customers will receive the best possible communications services. Specifically, Cebridge anticipates the acquisition of additional employees with substantial technical, operational and managerial experience providing communications services. Such persons will be retained and employed by Cebridge or an affiliate of Cebridge in association with the proposed transaction. Currently these persons are employed by Cox and are responsible for the operation of Cox’s network facilities and the provision of service to Cox’s customers. Upon completion of the proposed transaction, a significant number of these Cox employees will become employees of Cebridge or an affiliate of Cebridge. As a result, in the near future Cebridge or an affiliate of Cebridge will employ additional employees with experience in providing the services that Cebridge will offer upon grant of this application. For the V

~ . . . . .. .. foregoing reasons, grant of this application would be served by the public interest, convenience and necessity. vi

ATTACHMENT 3 AFFECTED SERVICE AREA Residential and small business customers in the following Texas communities will be transferred to Cebridge, as described in the attached application: Abilene LUt?& Amarillo Midland, City of Andrews Mmeola Athens Mineral Wells Big Spring Mt. Pleasant Bryan Mt. Vernon Burke Nacogdoches Cannon AFB Oak Ridge Canyon Panorama Village, City Clarksville City Paris Coahoma Pflugerville College Station Plainview Como Quitman CONOe Reno Diboll Roxton Dyess AFB Sadler Farwell San Angelo Floyada scuny county Gainesville, City of Shallowater, City of Gatesville Snyder Georgetown South Mountain Gladewater Sulphur Springs Goodfellow AFB Sweetwater

Grande Saline Toco Heme TYe Henderson Tyler Hideaway, City of Union Grove Honey Grove Victoria Hudson Warren City Huntsville White Oak Jacksonville Whitehouse Jarrell Whitesboro Lake Tanglewood Willis Leander Winfield Lindale Winnsboro Lubbock Contracts with SI 101s an libraries for the pi ision of telecommunications services in the communities listed below will be transferred to Cebridge as described in the attached application. All communities except Chickasha, Oklahoma, receive funding from the federal Schools and Libraries program. Arkadelphia, AR Abilene, TX Batesville, AR Bremond, TX Gassville, AR Bryan, TX Mountain Home, AR Calvert, TX College Station, TX Arcata, CA Gainesville, TX Gladewater, TX Alexandriq LA Henderson, TX Benton, LA Huntsville, TX Lake Charles, LA Jacksonville, TX

~. . .. . ..... .. .. . .. . .. . . Lindale, TX Carthage,MO Marshall, TX Lamar,MO Mineral Wells, TX Paris,TX Chickasha, OK (no e-rate funding) Quitman, TX Seminole, OK Rusk, TX San Angelo, TX Tyler, TX Whitehouse, TX

JOINT INTERNATIONAL AND DOMESTIC SECTION 214 APPLICATION CEBRIDGE CERTIFICATIONS I, Dale Bennett, Sr. Vice President, Operations, Cebridge Telecom Limited, LLC and Cebridge Telecom General, LLC, (“Transferees”) hereby certify the following: Transferees are not foreign carriers, nor are they affiliated with any foreign carrier, within the meaning of Sections 63.18(i) and 63.09(d) and (e) of the rules of the Federal Communications Commission. 47 C.F.R $5 63.18(i), 63.09(d), (e); Transferees do not seek to provide international telecommunications services to any destination country to which paragraphs (j)(l)-(4) of Section 63.18 of the Commission’s rules apply; Transferees have 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 they will not enter into such agreements in the future; and No party to the application is subject to a denial of Federal benefits pursuant to section 5301 of the Anti-Drug Abuse Act of 1988. Dale Bennett Sr. Vice President, Operations Cebridge Telecom Limited, LLC Cebridge Telecom General, LLC


Document Created: 2005-12-23 14:14:13
Document Modified: 2005-12-23 14:14:13
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