Attachment 20170824165529-540.p

20170824165529-540.p

SUPPLEMENT

Supplement

2006-12-11

This document pretains to ITC-T/C-20061211-00554 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006121100554_1621299

Mikelle Morra From: Kishiyama, Lonnie [Lonnie.Kishiyama@dhs.gov] Sent: Tuesday, January 23, 2007 4:27 PM To: Kishiyama, Lonnie; George Li; Susan OConnell; Mikelle Morra; Joann Ekblad; David Krech Co: James Ball Subject: FCC application status update for week of 1/22/07 Good afternoon, Please be advised that based on the information in its FCC application and discussions with the company, the DOJ, FBI, and DHS have NO COMMENT on the following application: 1. Top Communications — ITC—214—20060905—00417 2. BP Exporation — SLC—LIC—20061115—00010 Please be advised that DOJ, FBI and DHS request that the following applications be REMOVED from streamline: 1: Bingo Consulting LLC — ITC—214—20070103—00003 2. Flint Telecom, Inc. — ITC—214—20070102—00002 3. South American—1 Cable Network (SAm—1) held by Telefonica Int. Wholesale Services USA, Inc. and TI Wholesale Services PR Inc. — SCL—T/C—20061117—00014 4 . bved Cationtn/n~lU.. BmTedlepactEtencorp: ILTC=—T/C—20061211—00554, (Letter to Defer will be flled on 1/25/07) Please contact me or Amy Jabloner if you have any questions. Thank you, Lonnie Kishiyama DHS

Page 1 of 1 Mikelle Morra From: Mikelle Morra Sent: Friday, January 26, 2007 12:25 PM To: ‘mmulkey@arrival.com‘; ‘Burt, Danielle‘ Coe: George Li; David Krech; Susan OConnell; Joann Ekblad; Janeese Parker; Veronica Garcia—Ulloa; Mikelle Morra; ‘agmrsald@ic.fbi.gov‘; ‘Kishiyama, Lonnie‘; ‘Amy.Jabloner@usdoj.gov‘; ‘joseph.springsteen@usdoj.gov‘; ‘Louis.brenner@dhs.gov‘ Subject: FCC Section 214 Removed from Streamlined Attachments: DOC—269800A1[1]. pdf ivalCommunications,Inc. T/C—20061211—00554 The above referenced application was placed on Public Notice on January 19, 2007 for streamlined processing. Since the Public Notice was released, the Commission has been requested by the Executive Branch agencies of the United States that we remove the subject applications fromstreamlined processing because of foreign ownership issues. Therefore, pursuant to Section 63.12(c)(3) of the Commission‘s Rules, we have removed the application from streamlined processing. Please be advised that your company may not commence operations until the Section 214 authorization is granted. See Section 63.12(d) of the rules, 47 C.F.R. Section 63.12(d). The Executive Branch will contact you or the "Contact" listed on your application directly for further information. You can be assured that your application will be processed expeditiously upon completion of Executive Branchs review. We will notify you by e—mail when your application is granted. The Public Notice Report No. TEL—O1110S (released January 26, 2007), is attached. »If you have any questions please email: Mikelle. Morra@fccgov, JoAnn. Ekblad@fcc gov, Susan.Oconnell@Ofcc.gov, Thank you, Mikelle Morra Federal Communications Commission International Bureau/ Policy Division 202—418—7151 1/26/2007

Page 1 of 1 Mikelle Morra From: David Krech Sent: Monday, February 12, 2007 11:22 AM To: Mikelle Morra Co: George Li; Joann Ekblad Subject: FW: Arrival—Telepacific FCC Filing Attachments: Arrival—Telepacific Deferral Withdraw ECFS Comment Submission CONFIRMATION.htm; Letter to withdraw deferral — Arrival—Telepacific.doc Please upload into IBFS. And grant the application effective today. Thanks. *** Non—Public: For Internal Use Only *** From: Kishiyama, Lonnie [mailto:Lonnie.Kishiyama@dhs.gov] Sent: Friday, February 09, 2007 2:31 PM To: Kishiyama, Lonnie; George Li; Susan OConnell; Mikelle Morra; Joann Ekblad; David Krech; Myrva Charles Gail Cohen; Kiddoo, Jean L.; mmulkey@arrival.com; danielle.burt@bingham.com Co: James Ball f Subject: Arrival—Telepacific FCC Filing Good afternoon, Please be advised that the attached Letter to Withdraw the Deferral was filed with the FCCthis afternoon regarding the Arrival / Telepacific matter, WC Docket Number 06232, DA 07—56. 1 have attached the filed—letter and :the FCC filing confirmation. Please let me know if you have any questions. Thank you, Lonnie Kishiyama DHS 2/12/2007

Page 1 of 1 Mikelle Morra From: Mikelle Morra Sent: Thursday, February 15, 2007 3:21 PM To: ‘mmulkey@arrival.com‘; ‘Burt, Danielle‘ Co: George Li; David Krech; Susan OConnell; Joann Ekblad; Mikelle Morra; Janeese Parker; ‘Kishiyama, Lonnie‘; ‘AmyM@softmed.com‘; ‘jpifer@leo.gov‘; ‘joseph.springsteen@usdoj.gov‘; ‘Louis.brenner@dhs.gov‘ Subject: FCC Section 214 Granted Attachments: DA—07—676A1[1]. pdf ArrivalCommunications,Inc, The above listed application has been granted by Public Notice released February 15, 2007; Report No. TEL—O1116, DA 07—676 (attached). Thank you, Mikelle Morra Mikelle.Morra®@fcc.gov International Bureau/ Policy Division 202—418—7151 2/15/2007

U.S. Department of Homeland Security Washington, DC 20528 VaaHomeland yc Yss U& $ Security 08. Ms. Marlene H. Dortch January 25, 2007 Federal Communications Commission 445 12th St. SW, Room TW—B204 Washington, DC 20554 Re: Arrival Communications, Inc. / U.S. TelePacific Corp. ~ITC—T/C—20061211—00554 Dear Ms. Dortch: The Department of Homeland Security ("DHS") with the concurrenceofthe Department of Justice, including the Federal Bureau of Investigation ("FBI"), request that the Federal Communications Commission ("Commission") defer action in the above—captioned matterto transfer control of Arrival Communications, Inc. ("Arrival") to U.S. TelePacific Corp. Arrival holds a domestic and international section 214 authorizations...DHS, DOJ and. FBI ("the agencies") are currently.. ./ reviewing such matter for any national security, law enforeement, and public safety issues, but have not yet completed that effort. See generally, In the matter of Rules and Policies on Foreign > Participation in the U.S. Telecommunications Market, 12 F.C.C. Red. 23,891, [ 63 (November26; 1997). We are therefore requesting that the Commussion defer action until such time as the agencies notify the Commission ofthe:completion of their review and, based on the results of such review, request appropriate action by the Commission. DHS, DOJ and FBI will advise the Commission promptly upon completion of our review. Thank you for your consideration. Sincerely, /s/ BRANDT PASCO Brandt Pasco Deputy Director Foreign Financial and Investment Issues United States Department of Homeland Security ge: Cecilia Seppings Gail Cohen Susan O‘Connell James Bird George Li Doane F. Kiechel Lonnie Kishiyama

READ INSTRUCTIONS CAREFULLY Approved by OMB BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION 3060‘-5589 REMITTANCE ADVICE Page _L_of 4_. (1) LOCKBOX # A AAAA SPECIAL USE ONLY 7 ~ FCC USE onty 258115 SECTION A — PAYER INFORMATION (2) PAYER NAME (if paying by credit card enter name exactly as it appears on the card) (3) TOTAL AMOUNT PAID (U.S. Dollars and cents) Bingham McCutchen LLP $965 .00 (4) STREET ADDRESS LINE NO. 1 c/o Danielle Burt (5) STREET ADDRESS LINE NO. 2 3000 K Street, N.W., Suite 300 (6) CITY (7) STATE (8) ZIP CODE Washington PC 20007—5116 (9) DAYTIME TELEPHONE NUMBER (include area code) (10) COUNTRY CODE (if not in U.S.A.) 202—424—7530 FCC REGISTRATION NUMBER (FRN) REQUIRED (11) PAYER (FRN) E (12) FCC USE ONLY 0004—3539—00 IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159—C) COMPLETE SECTION BELOW FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEET (13) APPLICANT NAME Arrival Communications, Inc. (14) STREET ADDRESS LINE NO. 1 1807 19th Street (15) STREET ADDRESS LINE NO. 2 (16) CITY (17) STATE (18) ZIP CODE Bakersfield CA 93301 (19; DAYTIME TELEPHONE NUMBER (include area code} (20) COUNTRY CODE (if not in U.S.A.) €61—716—6002 FCC REGISTRATION NUMBER (FRN) REQUIRED (21) APPLICANT (FRN) J (22) FCC USE ONLY 0003 —7745—36 COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEET (23A) CALL SIGN/OTHER ID (24A) PAYMENT TYPE CODE (25A) QUANTITY CUT L (26A) FEE DUE FOR (PTC) (27A) TOTAL FEE FCC USE ONLY $965 .00 s965 .00 (28A) FCC CODE I (29A)FCC CODE 2 (23b) CALL SIGN/OTHER ID (24B) PAYMENT TYPE CODE e (25B) QUANTITY (26B) FEE DUE FOR (PTC) (27B) TOTAL FEE FCC USE ONLY (28B) FCC CODE I (29B) FCC CODE 2 SECTION D — CERTIFICATION CERTIFICATION STATEMENT I, Danielle C. Burt , certify under penalty of perjury that the foregoing and supporting information is true and correct to the best of myfidge, informatio; %fi belié SIGNATURE LAALLLAL OMA 1 12/098/2006 pare 12/08/2006 SECTION E — CREDIT CARD PAYMENT INFORMATION MASTERCARD VISA AMEX DISCOVER ACCOUNT NUMBER EXPIRATION DATE I hereby authorize the FCC to charge my credit card for the service(s) authorization herein described. SIGNATURE DATE SEE PUBLIC BURDEN ON REVERSE FCC FORM 159 FEBRUARY 2003 (REVISED)

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of the Joint Application of ARRIVAL COMMUNICATIONS, INC., Transferor, File No. ITC—T/C—2006 and WC. Docket No. 06— U.S. TELEPACIFIC CORP. Transferee For Grant of Authority Pursuant to Section 214 ofthe Communications Act of 1934, as amended, and Sections 63.04 and 63.24 of the Commission‘s Rules to Complete a Transfer of Control of an Authorized Domestic and International Section 214 Carrier JOINT APPLICATION 1. INTROQODUCTION A. Summary of Transaction Arrival Communications, Inc. ("Arrival") and U.S. TelePacific Corp. ("TelePacific") (together, the "Applicants"), through their counsel and pursuant to Section 214 of the —Communications Act, as amended, 47 U.S.C. §2'14’ and Sections 63.04 and 63.24 of the Commission‘s Rules, 47 C.F.R. §§ 63.04, 63.24, respectfully request authority to transfer control of Arrival to TelePacific. TelePacific has entered into an agreement to acquire the stock of Arrival for cash. Under the terms of the agreement, Arrival will be merged with TPAC Merger Corp. ("TPAC Merger"), a wholly—owned subsidiary of TelePacific created for this transaction, DCiManage/9319832.1

with Arrival being the surviving corporation. As a result, following the transaction, Ar. ill be a direct—wholly owned subsidiary of TelePacific. B. Request for Expedited Consideration As set forth below, TelePacific has significant financial resources and substantial ex ce operating as a regulated telecommunications provider. As a result, the proposed trans: is structured to ensure that existing Arrival customers will continue to enjoy uninterrupted sen ad immediately following the proposed transaction, customers of Arrival will continue to ve services under the same rates, terms and conditions as those services are presently provided. of the substantial benefits that the Applicants expect from the proposed transaction, Applic: ek e:xped.ited approval to allow Applicants to complete the proposed transaction as soon as post C. Request for Streamlined Processing Applicants respectfully submit that this Application is eligible for streamlined pre ag pursuant to Section 63.03 and 63.12 of the Commiission‘s Rules, 47 C.F.R. §§ 63.03 4 2. With respect to domestic authority, this Application is eligible for streamlined pr( ag pursuant to Section 63.03(b)(2)(i) because, immediately following the transactic 1) Applicants and their affiliates, as defined in Section 3(1) of the Communicatic «ct ("Affiliates") combined will hold less than a ten percent (10%) share of the interstate, interexchange market; (2) Applicants and their Affiliates will provide local exchange service only in areas served by dominant local exchange carriers (none of which is a party to the proposed transactions) and; (3) none of the Applicants or their Affiliates is dominant with respect to any service. With respect to international authority, this Application is eligible for streamlined processing pursuant to Section 63.12(a)—(b) of the Commission‘s Rules, 47 C.F.R. §63.12(a)—(b). In particular, Section 63.12(c)(1) is inapplicable because none of the Applicants is a foreign carrier, or *4 DCiManage/9319832.1

is affiliated with any foreign carriers and none ofthe scenarios outlined in Section 63.12(c) of t! Commission‘s Rules, 47 C.F.R. § 63.12(c), applies. In support of this Application, Applicants provide the following information: IL. DESCRIPTION OF THE APPLICANTS A. Arrival Communications, Inc. (Transferor) Arrival is a privately—held Delaware corporation with its headquarters located at 18( 19th Street, Bakersfield, California 93301. Arrival is a facilities—based communications provid: offering an integrated bundle ofvoice and data services to business .customers. Arrival delivers full range of teléphone, high—speed data, and Web hosting solutions to customers in centr California. B. U.S. TelePacific Corp. (Transferee) . TelePacific is a California corporation with its headquarters located at 515 S. Flow: Street, 47th Floor, Los Angeles, CA 90071—2201. TelePacific provides facilities—based busine: communications services, including local, long di’stanxce, data and Internet services to small—t« medium sized businesses in Nevada and California. It also serves customers in Illinois throug its affiliate, Mpower Communications Corp. With thousands of customers, TelePacific is one « the largest telecommunications companies headquartered in California. III. DESCRIPTION OF THE TRANSACTION Applicants propose to complete a transaction through which Arrival will become a wholly owned subsidiary of TelePacific. In particular, TelePacific and Arrival have entered into an Agreement, dated December 1, 2006, for TelePacific to acquire 100 percent of the stock of Arrival for cash. Under the terms of the agreement, Arrival will be merged with TPAC Merger, a wholly—owned subsidiary of TelePacific created for this transaction, with Arrival being the DCiManage/9319832.1

surviving corporation. As a , following the transaction, Arrival will be é direct—wholly owned subsidiafy of TelePacif Following the propose saction, Arrival‘s customers will continue to receive services under the same rates, terms : »nditions as those services are currently provided to them. Applicants therefore expect the proposed transaction will be virtually transparent to Arrival‘s customers in terms 0 services that those customers receive. TelePacific is already well qualified to control the co ng operations of Arrival. A chart illustrating the re and after" corporate organization of the merged entities is attached as Exhibit A. IV. PUBLIC INTEREST CEMENT | The proposed transac described above serves the: public interest in promoting competition among telecomm: ions providers. In particular, the proposed transaction will combine the strengths of Tel ic and Arrival which the Applicants believe will allow the combined companies to cor more effectively against incumbent carriers and larger competitive carriers which ha bstantial resources and can offer a wide range of facilities— based service offerings. The operations of Applicants are highly complementary. Applicants believe the proposed transaction will enhance the ability of the entities to expand their respective operations both in terms of service area coverage and through the ability of each entity to offer customers an expanded line of products and services. In addition, Applicants expect that the proposed transaction will yield substantial operational and financial benefits to the combined companies. Moreover, the fitness of TelePacific to offer domestic and international telecommunications services was recently confirmed by the Commussion in connection with 2006 acquisition of Mpower Communications Corp. by U.S. TelePacific Holdings Corp. 4 DCiManage/9319832.1

("Company"), the parent ofTelePacific.‘ In the context of that proceeding, TelePacific disclosed that certain foreign investors hold a greater than 10 percent indirect interest in the Company and, in separate discussions with the Department of Justice, including the Federal Bureau of Investigation, and the Department of Homeland‘ Security, the Company made specific commutments that addreése:d national security issues with respect to location ofand access to billing records and other :subscriber information and other law enforcement concerns. The investors who were disclosed in that application still hold interests in TelePacific and are disclosed below," and TelePacific readily agrees to extend its earlier commitments to include the Arrival operations following the transaction closing. | (Giventhe increasingly competitive nature of the telecommunications market, Applicants are seeking to complete the proposed transaction as soon as possible to ensure that customers can obtain rapidly the benefits of the proposed transaction. Accordingly, Applicants respectfully request that fhe Commission process, consider, and approve this Application as expeditiouslyas possible. V. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(3) of the Commission‘s Rules, the Applicants submit the following information requested in Section 63.18 (a)—(d) and (h)—(p) in support of this Application: See In the Matter of the Joint Application of Mpower Holding Corporation, Transferor, and U.S. TelePacific Holdings Corp., Transferee, for authority pursuant to Section 214 of the Communications Act of 1934, as amended, for the transfer of control of an authorized U.S. domestic and international Section 214 cartier, Docket No. WC 06—107. The only changes in the ownership of the foreign investors are that Investcorp S.A.‘s aggregate holdings in TelePacific are now 42% instead of 45%, and some of the individual ownership percentages of intermediate Investcorp S.A. investment companies have changed and a new intermediate investment company, Investcorp Properties Limited, a Cayman Islands entity, now holds 2%. In addition, Clarity Partners, L.P., and two related investment funds, all U.S. entities, holds an aggregate interest of 22.75% in TelePacific. The ownership of all entities with more than 10% ownership are disclosed in response to §63.18(h) below. DCiManage/9319832.1

63.18 (a) Name, address and telephone number of each Applicant: Armival Communications, Inc. 1800 19th Street Bakersfield, CA 93301 (661) 716—2100 (Tel) U.S. TelePacific Corp. 515 S. Flower Street, 47th Floor Los Angeles, CA90071—2201 (213) 213—3000 (Tel) 63.18 (b) Jurisdiction of Organizations: Arrival is a corporation formed under the laws ofthe State of Delaware. TelePacific is a corporation formed under the laws of the State of California. 63.18 (c) Correspondence concerning this Application should be sent to: Jean L. Kiddoo Danielle C. Burt BNGHAM MCCUTCHEN LLP 3000 K Street, N.W., Suite 300 Washington, DC 20007 (202) 424—7500 (Tel) (202) 424—7647 (Fax) jean.kiddoo@bingham.com danielle.burt@bingham.com 63.18 (d) Arrival holds international Section 214 authority granted in File No. ITC— T/C—20000310—00195 and holds blanket domestic Section 214 authority. TelePacific holds international Section 214 authority granted in File No. ITC—214—19970828—00514 and holds blanket domestic Section 214 authority. 63.18 (b) In accordance with 63.24(e)(3), items (h)—(p) are provided for the transferee. 1) The following entity owns or controls 10% or more of U.S. TelePacific Corp. Name: U.S. TelePacific Holdings Corp. Address: 515 S. Flower Street, 47th Floor Los Angeles, California 90071—2201 Citizenship: U.S. Principal Business: Holding Company % Equity: 100% DCiManage/9319832.1

2) Ths followring sn :ities own or control 10% or more of U.S. TelePacific Holdings Corp. Name: Inve stcorp S.A." Addrass: 6 tue: Aldolph Fischer L—1520 Luxembourg Ciltizenship: Luxembourg Principal Busine:s: Investing % Equiry: 42% Neame: Clar ty Partners, L P.* Acldrass: 100 North Crescent Drive, Suite 300 Beverly Hills, CA 90210 Ciizenship: U.S. Principal Busine:s: Investing % Equry: 22.75% 3a) The following sn ity owns or controls 25% or more of Invistcorp S.A. Nzeam#s: Inve stcorp Holdings Limited Acldres:s: clo Faget Brown & Company Lirnited P.O. Box 1111, West Wind Building, Harbour Drive Geo:ge Town, Grand Cayman, CaymmanIslands Citizsnshp: Ciaryioan Islands Principal Busine:s: Hol¢ing Company % Ecuity: 1008 ' 3b) The following en ity cwns or controls 25% or more of Clarity Partners, L.P. Namz: Clarity GenPar, LLC Acddress: 100 North Crescent Drive, Suite 300 Investcorp S.A. does not hold a direct interest in U.S. TelePacific Holdings Corp. Instead, Investcorp S.A.‘s interest is held indirectly through control of various corporations. Of these corporations, only TelePacific Equity Limited individually owns or controls more than 10% of U.S. TelePacific Holdings Corp. All of the intermediate corporations and the approximate magnitudes of their interests are as follows: Aguanga Limited (4%); Cahuilla Limited (4%); Fallbrook Limited (4%); Palmas Limited (4%); Investcorp Properties Limited (2%); TelePacific Holdings Limited (1%), TelePacific Equity Limited (16%) and New TelePacific IIP Limited (1%). In addition, Investcorp S.A. owns 100% of TelePacific Investments Limited, the general partner of Investcorp TPC Limited Partnership. Investcorp TPC Limited Partnership owns approximately 8% of U.S. TelePacific Holdings Corp. All of these entities are Cayman Islands companies, with the exception of Investcorp TPC Limited Partnership, which is a Cayman Islands exempted limited partnership, and all of them can be reached at c/o Paget Brown Trust Company Limited, P.O. Box 1111, West Wind Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands, except for Aguanga Limited, Cahuilla Limited, Fallbrook Limited and Palmas Limited, which can be reached at: c/o Martonemere Services Ltd., P.O. Box 2197, West Wind Building, Harbour Drive, George Town, Grand Cayman, Cayman Islands. * Clarity Partners, L.P.‘s interest is held through three entities: Clarity Partners, L.P. (14.56%), Clarity TPAC, GP (5.86%), Clarity Advisors, L.P. (2.14%), and Clarity Associates, L.P. (0.20%). All of these entities are can be reached at 100 North Crescent Drive, Suite 300, Beverly Hills, CA 90210. 7. DCiManage/9319832.1

Beverly Hills, CA 90210 Citizenship: U.S. Principal Business: Investing % Equity: 0.034% (General Partner) Name: Penusylvania Public School Employees‘ Retirement System Address: 5 North Fifth Street Harrisburg, PA 17101—199 Citizenship: U.S. Principal Business: Investing % Equity: 29.029% The following entities own or control 25%or more of Investcorp Holdings Limited Name: Investcorp Bank B.S.C. Address: Investcorp House P.O. Box 5430 Manama, Bahrain Citizenship: Bahrain Principal Business: Investment Bank _ Ale ; % Equity: 100% ofequity (20% voting control) Name: CP Holdings Limited Address: c/o Paget Brown & Company Limited P.O. Box 1111, West Wind Building, Harbour Drive George Town, Grand Cayman, Cayman Islands Citizenship: Cayman Islands Principal Business: Investing % Equity: 80% voting control Sa) The following entities own or control 25% or more of Clarity GenPar, LLC Name: Barry Porter Address: 100 North Crescent Drive, Suite 300 Beverly Hills, CA 90210 Citizenship: U.S. Principal Business: Individual Ownership Interest: Managing Member Name: Stephen P. Rader Address: 100 North Crescent Drive, Suite 300 Beverly Hills, CA 90210 Citizenship: U.S. Principal Business: Individual Ownership Interest: Managing Member 8 DCiManage/9319832.1

Name: R. Rudolph Reinfrank Address: 100 North Crescent Drive, Suite 300 Beverly Hills, CA 90210 Citizenship: U.S. Principal Business: Incividual Ownership Intersst: M:enaging Member Name: David Lee Address: 100 North Crescent Drive, Suite 300 Beverly Hills, CA 90210 Citizenship: U.S. Principal Business: Individual C wnership Intersst: Managirg Menber 5t) No entity owns or controls a mijority interest in Pennsylvania Public School Employvees‘ Retirement System. 6:) The following sntity owns or controls more than 25% of Investcorp Bank B.S.C. Name: Ownerstiup Hcldings Limited Addresss: c/o Paget Brown & Company Limited P.O. Bo:: 1 111., West Wind Building, Harbour Drive George ‘Fown, Grand Cayman, Caymim Islands Citizenship: Cayman Islands Principal Business: Holding Company % Equity: 46% 3 Name: CP Holding:s Limited Address: c/o Paget Brown & Company Limited P.O. Box 1111, West Wind Building, Harbour Drive George Town, Grand Cayman, Cayman Islands Citizenship: Cayman Islands Principal Business: Investing % Equity: 28% 6b) The following entities own or control more than 25% of CP Holdihgs Limited: Name: Ownership Holdings Limited Address: c/o Paget Brown & Company Limited P.O. Box 1111, West Wind Building, Harbour Drive George Town, Grand Cayman, Cayman Islands As a result of a recent securities transaction, the precise percentage ownership amounts may vary slightly from the percentage amounts indicated in 6a), 6b), and 8 in this filing. Applicant is in the process of verifying the exact correct amounts, and will provide such corrected percentages as soon as practicable. No new 25% shareholders were created as a result of the referenced transaction. 9 DCiManage/9319832.1

Citizenship: Cayman Islands Principal Business: Holding Company % Equity: 67% Name: Investors Holdings Limited Address: c/o Paget Brown & Company Limited P.O. Box 1111, West Wind Building, Harbour Drive George Town, Grand Cayman, Cayman Islands Citizen: —>: Cayman Islands Princip; 3usiness: Holding Company % Equt 33% T) No enti xwius or controls more than 25% of Investors Hloldings Limited. 3) The fol ving entity owns or controls more than 25% of Ownership Holdings Limite Name: SIPCO Limited Addres: c/o Paget Brown & Company Limited P.O0. Box 1111, West Wind Building, Harbour Drive George Town, Grand Cayman, Cayman Islands Citizen 9: Cayman Islands Princip; 3usiness: Holding Company % Equi 62% ) No enti owns or controls more than 25% of SIPCO Limited. No other entity owns o1 jntrols more than 10% directly or indirectly of U.S. TelePacific Corp. 13.1 D) ._ plicants certify that they are not foreign carriers, nor are they affiliated _ h foreign carriers, nor will they become affiliated with foreign carriers a result of this transaction. 13. (§) plicants certify that they do not seek to provide international telecommunications services to any destination country where: (1) An Applicant is a foreign carrier in that country; or (2) An Applicant controls a foreign carrier in that country; or (3) Any entity that owns more than 25 percent of TelePacific or Arrival, or that controls TelePacific or Arrival, controls a foreign carrier in that country; or (4) Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of TelePacific or Arrival and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. 10 DCiManage/9319832.1

63.18 (k) Not applicable. 63.18 (1) Not applicabl: 63.18 (n Not: licable. 63.18 (n Appl natscertify that they have not agreed to accept special concessions diree orindirectly from any foreign carrier with respect to any U.S. inter ional route where the foreign carrier possesses market power on the f ign end of the route and will not enter into such agreements in the futur 63.18 (0 Appl nts certify that they are not subject to denial of federal benefits purst t to Section 5301 of the Anti—Drug Abuse Act of 1998. See 21 U.S.( § 853a. Seealso 47 C.E.R. §§ 1.2001—1.2003. f 63.18 (p Appl nts respecifully submit that this Application is eligible for streai ned processing pursuant to Section 63.12(a)—(b) of the Commission‘s Rule 47 CFR. §63.12(a)—(b). Imn particular, Section 63.12(c)(1) is inapf able because none of the Applicants is or is affiliated with any forei; carriers and none of the scenarios outlinedin Section 63.12(c) of the Com ssion‘s Rules, 47 C.F.R. § 63.12(c), applies. VI. INFOR iIION] QUIRED BY SECTION 63.04 In lieu c in attack :nt,‘pursuant to Commussion Rule 63.04(b), 47 C.F.R. § 63.04(b) Applicants subn the follo ag information in support of their request for domestic Section 214 authority in ord :o addres he requirements set forth in Commission Rule 63.04(a)(6)—(12), 47 C.E.R. § 63.04(G 3)—(12): (a)(6) A description of the proposed Transaction is set forth in Section III above. (a)(7) Armival is authorized to provide competitive local and long distance telecommunications services as well as competitive access service in California. Arrival has no affiliated companies that provide telecommunications services. All of the services provided by Arrival are competitive in nature and neither Arrival nor any affiliated company holds a dominant position in any market. TelePacific provides business communications services, including local, long distance, data and Internet services to thousands of small—to—medium sized businesses in Nevada and California TelePacific is affiliated with Mpower Communications Corp., which provides telecommunications services in California, Illinois, and Nevada. All of TelePacific‘s and Mpower‘s services are competitive and neither TelePacific nor any affiliate holds a dominant position in any market. 11 DCiManage/9319832.1

(a)(8) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Sections 63.03 of the Commission‘s Rules, 47 C.F.R. §63.03. In particular, with respect to domestic authority, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the transaction, (1) Applicants and their affiliates (as fined in Section 3(1) of the Communications Act — ("Affiliates") combined will ] d less than a ten percent (10%) share of the interstate, interexchange market; (2) 4 ilicants and their Affiliates will provide local exchange service only in areas servec y dominant local exchange carriers (none of which is a party to the proposed tr action) and; (3) none ofthe Applicants or their Affiliates is dominant with respect any service. (2)(9) By this Application, Applicants seek authority with respect to th international and domestic Section 214 authorizations (this Application is be 3 separately and concurrently filed with respect to both types of authorities i1 ompliance with _ Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)). No othe applications are being filed with the Commission with respect to this transaction (a)(10) Prompt completion of the proposed transaction is critical to ens : that Applicants can obtain the benefits described in the foregoing applicati Accordingly, Applicants respectfully request that the Commission approv his Application expeditiously in order to allow Applicants to consummate the pi osed transaction as soon as possible. (a)(11) Not applicable. (a)(12) A statement showing how grantof the application will serve i public interest, convenience and necessity is provided in Section IV above. 12 DCiManage/9319832.1

VI. CONCLUSION For the reasons stated above, Appli¢ants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application. Applicants therefore respectfully request that the Com@ssion consider and approve this Application expeditiously to permit Applicants to consummate the proposed transaction as soon as possible. Respectfully submitted, Jean L. Kiddoo Danielle C. Burt BINGHAM MCCUTCHEN LLP 3000 K Street, N.W., Suite 300 Washington, DC 20007 (202) 424—7500 (Tel) (202) 424—7645 (Fax) jean.kiddoo@bingham.com danielle.burt@bingham.com Dated: December 8, 2006 13 DCiManage/9319832.1

EXHIBIT A Corporate Organization Charts 14 DCiManage/9319832.1

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DEC. 7.2006 4: 33PM TELEPACIF IC NO. 708 P.1#/1 VERIFICATION 1, Erich E. Everbach, state that I am Secretary fo : U.S. TelePacific Corp., an Applicant in the foregoing Application; that I am authorized to make this Verification on behalf ofU.8S. TelePacific Corp.; that the foregoing Application was piepared under my direction and supervision; and that the statements in the foregoing doc ument with respect to U.S, TelePacific Corp. are true and correct to the best of my knowledge, nformation, and belief,. I declare under penalty ofperjury that the forego ing is true and correct. Executed on December 7, 2006, at Los Angeles, California. 2B2_ Name: Erich E. Everbach * Title; Secretary U.8. TelePacific Corp. DCiManage/9319844. 1

DEC—08—2008 FRIL 09:32 AM FAX NO. P. 82 VERIFICATION I, Geoffrey Whynot, state that I am Chief Financial Officer for Arrival Cormmunications, Inc., an Applicant in the foregoing Application; that I am aufimrized to make this Verification or behalf of Arrival Communications, Inc.; that the foregoing Alpplication was prepared under my direction and supervision; and that the statements in the foregoing document with resyect to Arrival Communications, Inc. are true and correct to the best| of my knowledge, infonnation, and belief. I declare under penalty of perjury that the foregoing i true and correct. Executed on December _b'i, 2006, at 4méem-/‘ se 45. , California. y ,L__’C/@,,Qfi‘\\ Name: Geoffrey Whyt ot Title: Chief Financial Officet Artival Comm nications, Inc. DCiManago/9319844.1


Document Created: 2019-05-27 21:15:42
Document Modified: 2019-05-27 21:15:42
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