Attachment 20170822140353-860.p

20170822140353-860.p

SUPPLEMENT

Supplement

2006-09-11

This document pretains to ITC-T/C-20060911-00425 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006091100425_1620965

Page 1 of 1 Mikelle Morra From: David Krech Sent: Tuesday, October 10, 2006 9:57 PM To: Mikelle Morra Co: Sumita Mukhoty Subject: FW: WC Dkt. 06—176 /ITC—T/C—20060911—00425 Mikelle, Please upload this supplement into thefile. Thank you. DK From: Ash Johnston [mailto:johnston@lI—olaw.com] Sent: Tue 10/10/2006 6:34 PM To: David Krech Subject: FW: WC Dkt. 06—176 / ITC—T/C—20060911—00425 David — attached is a supplement filed earlier today, updating the MegaPath ownership information. The names of the Fidelity entities with direct interests in Megapath are disclosed in footnote 4 of Exhibit B. Please let me know if you need additional information or clarification. Regards, Ash Johnston E. Ashton Johnston LAMPERT & O‘CONNOR, P.C. 1776 K Street NW Suite 700 Washington, DC 20006 202—887—6230 tel 202—887—6231 fax www.l—olaw.com This message is intended only for the use of the addressee and may contain information that is PRIVILEGED and CONFIDENTIAL, and/or may contain ATTORNEY WORK PRODUCT. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. Thank You. 10/31/2006

BINGHAM McCUTCHEN Jean L. Kiddoo Brett P. Ferenchak Jeffrey R. Strenkowski Tel: (202) 424—7500 Fax: (202) 424—7647 jean.kiddoo@binghar1.corm brett.ferenchak@tiin;shan .com jeffrey.strenkowsl i@bing hain.c on . F, LED/ACCEPTED January 19, 200 JAN 19 2007 BY COURIER *=f tsCommiston Bingh im McCutchen LLP Suite 200 Marlene H. Corich Secretarmy :1000 K Street NW Office of the Secre ary Wash ngton, DC Federal Commuiications Co:nn issio1 23007—5116 445 12th Street, SV/ 202.424.7500 Washington, DC 20554 202.42.4.7647 fax Attn: InternationiJ Bureau bingham.com Re: NOTICE OF CONLUIMAMATION Boston Communicaticns, LLC and MS Acquisition, Lic. for Crant of Authority Hartford Pursiiant to Section 214 cf the Communications A«ct of 1934 and Section 63.04 London and 63.] 8 of th e Co:nniissio 1‘s Riuiles to Complete :i Transfer of Control of Los Angeles DSLnet Comnmur ications, L LC, ; Domestic and In terns tional Carrier, to MDS New York Acquisi io: 1, Irc. Orange County Dear Ms. Dortct: San Francisco Silicon Valley MDS Acquisitioi, nc. "MDSAT") ar d 1DS _net Commu nivatons, LC ("DSLnet") hereby Tokyo notify the Fecer:l Communication: Commission ("Com nission‘‘) t 1at the parties completed Walnut Creek the conversion 0° a portior 0: th: Cor ve: title Notes intc approximi.tely 53% of the common Washington stock of DSLnet s parent, DSL.1et, Inc., thereby transferit .g cor trcl of DSLnet to MDSAI, as described in the App ic: ticn ind ar thurized by the Cem:nis sion on October 26, 2006 (Public Notice CA )6—2117). T ie saities have not yet u1d :rtiiken the conversion of the remaining Convertible Noes an 1 plar ne 1 merger of DS. _n :t‘ parent company with MDSAI and will notify the Commissi n at such t me as that aspect of he transaction is completed. An original and ::ix (6) cog ies of th s not fication letter are enclosed. Please date—stamp the extra copy of this filing and return it in the self—addressed envelope provided. Kindly direct any correspondence or questions concerning this matter to the undersigned. Respectfull Jean L. Kiddoo Brett P. Ferenchak Jeffrey R. Strenkowski~~ Counsel for DSLnet Communications, LLC ge: E. Ashton Johnston (Counsel for MDS Acquisition, Inc.)

Lampert & O‘Connor, P.C. 1776 K Street NW Suite 700 Washington, DC 20006 E. Ashton Johnston Tel 202/887—6230 johnston@l—olaw.com Fax 202/887—6231 October 10, 2006 Via ECFS and Hand Delivery Marlene H. Dortch Secretary Federal Communications Commission 445 12"" Street SW Washington, DC 20554 Re: WC Dkt. 06—176 / ITC—T/C—20060911—00425, Application of DSL.net, Inc., DSLnet Communications, LLC, and MDS Acquisition, Inc. for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, and Section 63.04 and Section 63.18 of the Commission‘s Rules to Complete a Transfer of Control of DSLnet Communications, LLC, a Domestic and International Carrier, to MDS Acquisition, Inc. Dear Ms. Dortch: MDS Acquisition, Inc. ("MDSAI"), by its undersigned counsel, hereby supplements the information set forth in the above—referenced application, filed September 11, 2006, specifically, Part V (Information Required by Section 63.24(e), Subpart (h) (Answers to Questions 11 and 12), and the associated Exhibit B, all with respect to MDSAL. Should there be any questions regarding this information, please contact the undersigned. Very truly yours, E. Ashton Johnston Enclosures ge: Brett Ferenchak, Bingham McCutchen LLP

(hb) (Answers to Questions 11 and 12). The following entities own, directly or indirectly, 10% or more of MDSAI: MDSAL: Following completion of the conversionofthe Convertible Notes, MDSAI will hold approximately 92.4%of the aggregate voting power in Parent. Following completion of the subsequent merger of MDSAI and Parent, MDSAI will wholly own DSLnet. Name: MDS Acquisition, Inc. Address: 555 Anton Blvd., Suite 200 Costa Mesa, CA 92626 Ownership Interest: 92.4% (voting interest in Parent) upon completion of the conversions and 100% (in DSLnet) upon completion of the merger Citizenship: U.S. Principal Business: Managed IP Communications Services Provider MDSAI is a wholly ownedsubsidiary of MegaPath Inc. Name: MegaPath Inc. Address: 555 Anton Blvd., Suite 200 Costa Mesa, CA 92626 Ownership Interest: 100% (directly in MDSAID) Citizenship: U.S. Principal Business: Managed IP Communications Services Provider MegaPath: The following entities currently have a 10% or greater direct or indirect interest in MegaPath Inc. (the ownership interests are calculated using the FCC‘s attribution rules): Name: Fidelity Investors VI Limited Partnership Address: 82 Devonshire Street Boston, MA 02109 Ownership Interest: Approx. 15% (indirectly in MegaPath) Citizenship: U.S. Principal Business: Venture Capital

Name: U.S. Venture Partners VII, L.P. Address: 2735 Sand Hill Road Menlo Park, CA 94025 Ownership Interest: 10.1 % (directly in MegaPath) Citizenship: U.S. Principal Business: Venture Capital No other entity holds a 10% or greater direct or indirect interest in MegaPath. The general partners of Fidelity Investors VI Limited Partnership and of U.S. Venture Partners VII, L.P., and their respective officers and directors and managing members, are shown on Exhibit B. None of the above entities holds a 10% or greater interest in a domestic telecommunications services provider. MDSAI and MegaPath do not have any interlocking directorates with a foreign carrier.

EXHIBIT B Chart of Current Ownership Structure of MDS Acquisition, Inc.

/—' n _ Edward C. Johnson 3d / CA Timothy T. Hilton John J. Remondi George J. Yost III Gary Greenstein Irwin Federman Mark Ferrari Winston Fu Susan Sturdy Steven Krausz John J. Hitt David Liddle Scott Hagg Jonathan Root J. Gregory Wass Philip M. Young Kenneth A. Rathgeber \ Nicholas E. Steck A Andrew Flaster \\F’\olbert C. Ketterson, Jr. w \ Officers and Directors! Managing Members? Fidelity Investors Presidio Management Management Corp. Group VII, L.L.C.3 General Partner General Partner Fidelity Investors VI U.S. Venture Partners Limited Partnership* VII, L.P. Approx. 15% 10.08% I MegaPath Inc. 100% MDS Acquisition, Inc. 1 All are U.S. citizens. 2 All are U.S. citizens. 3 Presidio Management Group VII, L.L.C., also is the General Partner of 2180 Associates Fund VII, L.P., USVP Entrepreneur Partners VII—A, L.P., and USVP Entrepreneur Partners VII—B, L.P., each of which holds less than a 1% interest in MegaPath Inc., and is a U.S. entity. * Interest is held indirectly through the following entities, each of which has a direct interest in MegaPath Inc. of less than 10% and is a U.S. entity: Fidelity Ventures IV Limited Partnership, Fidelity Ventures IV—E Limited Partnership, Fidelity Ventures Principals IV Limited Partnership, and Fidelity Ventures Principals IV—E Limited Partnership.

Page 1 of 1 F€} Federal Communications Commission The FCC Acknowledges Receipt of Comments From ... MDS Acquisition, Inc. ...and Thank You for Your Comments Your Confirmation Number is: ©20861010004846 ‘ Date Received: Oct 10 2006 Docket: 06—176 Number of Files Transmitted: 1 | DISCLOSURE | This confirmation verifies that ECFS has received and accepted your filing. However, your filing will be rejected by ECFS if it contains macros, passwords, redlining, read—only formatting, a virus or automated links to source documents that is not included with your filing. Filers are encouraged to retrieve and view their filing within 24 hours of receipt of this confirmation. For any problems contact the Help Desk at 202—418—0193. http://gullfoss2.feec.gov/egi—bin/websql/prod/ecfs/upload_v2 .hts 10/10/2006


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