Attachment Transfer Application

This document pretains to ITC-T/C-20100610-00232 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010061000232_821805

Jean L. Kiddoo Russell M. Blau Jeffrey R. Strenkowski Brett P. Ferenchak jean.kiddoo@bingham.com russell.blau@bingham.com brett.ferenchak@bingham.com jeffrey.strenkowski@bingham.com June 10, 2010 Via Electronic Filiniz Marlene H. Dortch, Secretary Federal Communications Commission International Bureau Applications P.O. Box 979093 St. Louis, MO 63197-9700 Re: In the Matter of the Joint Application of MegaPath Inc., DSLnet Communications , LLC, DSLnet Communications VA, Inc., CCGI Holding Corporation, Platinum Equity, LLC, Covad Communications Company and DIECA Communications , Inc for Grant of Authority 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 Complete a Transaction Between MegaPath Inc. and CCGI Holding Corporation That Will Result in the Transfer of Indirect Control of the DSLnet -Licensees (defined below) and the Change of Indirect Control of the Covad -Licensees (defined below) Dear Ms. Dortch: On behalf of MegaPath Inc. ("MegaPath"), DSLnet Communications, LLC ("DSLnet"), DSLnet Communications Virginia, Inc. ("DSLnet-VA" and together with DSLnet, the "DSLnet-Licensees"), CCGI Holding Corporation ("CCGI"), Platinum Equity Boston ("Platinum"), Covad Communications Company ("CCC") and DIECA Communications, Hartford Inc. ("DIECA" and together with CCC, the "Covad-Licensees") (Mega-Path, DSLnet- Hong Kong Licensees, CCGI, Platinum and Covad-Licensees collectively, the "Applicants"), London enclosed please find an application for approval to complete a transaction whereby: (1) Los Angeles CCGI and Platinum will acquire indirect control of DSLnet-Licensees' when MegaPath, New York DSLnet-Licensees' direct parent company, becomes a direct subsidiary of CCGI, and (2) Orange County San Francisco Platinum will relinquish indirect de facto control of the Covad-Licensees as a result of Santa Monica changes to the Board of Directors of CCGI, which indirectly wholly owns the Covad- Silicon Valley Licensees. Pursuant to Section 63.04(b) of the Commission's rules, Applicants submit Tokyo this filing as a combined domestic section 214 assignment application and international Washington section 214 assignment application ("Combined Application"). Bingham McCutchen LLP zozo K Street NW 1 Washington, DC Of the DSLnet-Licensees, only DSLnet holds an international Section 214 zooo6-i8o6 authorization. T +1.202.373.6ooo F +1.202.373.6ooi bingham.com A/73405644.1

Marlene H. Dortch, Secretary June 10, 2010 Page 2 This filing and the applicable credit card payment in the amount of $1,015.00, which satisfies the filing fee required for this application under line 2.b of Section 1.1105 of the Commission's rules, are being submitted electronically through the MyIBFS for each of the three international Section 214 authorization holders. Applicants are simultaneously filing the Application with the Wireline Competition Bureau, in accordance with the Commission's rules. Please direct any questions regarding this filing to the undersigned. Respectfully submitted, Jean L. Kiddoo Russell M. Blau Brett P. Ferenchak Jeffrey Strenkowski Counsel for Applicants A/73405644. I

Before the FEDERAL COMMUNICATIONS COMMISSION Washington , D.C. 20554 In the Matter of the Joint Application of MegaPath Inc., DSLnet-Transferor DSLnet Communications, LLC and DSLnet Communications VA, Inc. DSLnet-Licensees, and WC Docket No. 10- CCGI Holding Corporation, ) DSLnet-Transferee, ) Platinum Equity, LLC ) Covad-Transferor, ) Covad Communications Company ) File Nos. ITC-T/C-2010 and ) ITC-T/C-2010 DIECA Communications , Inc. ) ITC-T/C-2010 Covad-Licensees ) For Grant of Authority 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 Complete a Transaction Between ) MegaPath Inc. and CCGI Holding Corporation ) That Will Result in the Transfer of Indirect Control ) of the DSLnet-Licensees and the Change of ) Indirect Control of the Covad-Licensees ) JOINT APPLICATION MegaPath Inc. ("MegaPath" or "DSLnet-Transferor"), DSLnet Communications, LLC ("DSLnet"), DSLnet Communications Virginia, Inc. ("DSLnet-VA" and together with DSLnet, the "DSLnet-Licensees"), CCGI Holding Corporation ("CCGI" or "DSLnet-Transferee"), 1 A/73365283.4

Platinum Equity ("Platinum" or "Covad-Transferor"), Covad Communications Company ("CCC") and DIECA Communications, Inc. ("DIECA" and together with CCC, the "Covad- Licensees") (the DSLnet-Licensees and Covad-Licensees collectively, the Licensees) (Mega- Path, DSLnet-Licensees, CCGI, Platinum and Covad Licensees collectively, the "Applicants"), through their undersigned counsel and pursuant to Section 214 of the Communications Act, as amended, 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission's Rules, 47 C.F.R. §§ 63.04, 63.24, respectfully request Commission approval, to the extent necessary, to complete a transaction whereby: (1) CCGI and Platinum will acquire indirect control of DSLnet-Licensees when MegaPath, DSLnet-Licensees' direct parent company, becomes a direct subsidiary of CCGI, and (2) Platinum will relinquish indirect de facto control of the Covad-Licensees as a result of changes to the Board of Directors ("Board") of CCGI, which indirectly wholly owns the Covad-Licensees. Although the proposed transaction will result in a change in the ultimate ownership of the DSLnet-Licensees and ultimate control of the Covad-Licensees, no transfer of authorizations, assets or customers will occur as an immediate consequence of the proposed transaction. The Licensees will continue to provide service to their existing customers pursuant to their authoriza- tions under the same rates, terms and conditions. Accordingly, this transaction will have no effect on the rates, terms and conditions of service to the customers of Licensees. B. Request for Streamlined Processing 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, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the transaction, Applicants (and their Affiliates) will have a market share 2 A/73365283.4

in the interstate, interexchange market of less than 10 percent, and Applicants (and their Affili- ates) will 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 transaction, and none of the Applicants (or their Affiliates) are dominant with respect to any service. With respect to international authority , this Application is eligible for streamlined proc- essing pursuant to Section 63.12(a)-(b) of the Commission ' s Rules, 47 C.F.R. § 63.12(a)-(b). In particular, Applicants qualify for a presumption of non-dominance under Section 63.10(a)(1) and (3) of the Commission ' s rules, 47 C.F.R. § 63.10 (a)(1,3), because they are not foreign carriers and, as demonstrated below in Section V(k), their only foreign carrier affiliation is with non- dominant carriers in a country that is a Member of the WTO. In support of this Application , Applicants provide the following information: II. DESCRIPTION OF THE APPLICANTS A. MegaPath and DSLnet-Licensees MegaPath Inc. is a Delaware corporation with its principal office located at 555 Anton Boulevard, Suite 200, Costa Mesa, CA 92626. MegaPath is the direct parent company of DSLnet and DSLnet-VA. MegaPath is a provider of a variety of managed Internet Protocol ("IP") services including cable and satellite system broadband Internet access, mobility services such as digital certificates, global remote access, personal firewalls, and remote access virtual private networks ("VPN"), and security services. MegaPath does not currently offer any regulated telecommunications services and therefore does not hold any telecommunications authorizations from the FCC or any state regulatory authority. 3 A/73365283.4

DSLnet Communications, LLC is a Delaware limited liability company. DSLnet Com- munications VA, Inc. is a Virginia corporation. DSLnet-Licensees have principal offices located at 50 Barnes Park North, Suite 104, Wallingford, Connecticut 06492. DSLnet-Licensees provide high speed access to the Internet services. DSLnet is authorized to provide intrastate telecommu- nications services in forty-seven (47) states and the District of Columbia, and DSLnet-VA is authorized to provide intrastate telecommunications services in Virginia. DSLnet is authorized by the Commission to provide international and domestic interstate telecommunications services as a non-dominant carrier; DSLnet-VA is authorized by the Commission to provide domestic interstate telecommunications services as a non-dominant carrier. B. CCGI, Platinum and Covad-Licensees CCGI Holding Corporation is a Delaware corporation with offices located at 360 North Crescent Drive, Beverly Hills, California 90210. CCGI is the parent company of Covad Com- munications Group, Inc. ("Covad"), a Delaware corporation that owns Covad Communications Company, a California corporation, and DIECA Communications, Inc., a Virginia corporation. Covad and Covad-Licensees have principal offices located at 2220 O'Toole Avenue, San Jose, California 95131. Covad is a leading nationwide provider of integrated voice and data communi- cations. Through its operating companies (Covad-Licensees), the company offers DSL, Voice Over IP, T1, Ethernet, Web hosting, managed security, IP and dial-up, wireless broadband, and bundled voice and data services directly through Covad's network and through Internet Service Providers, value-added resellers, telecommunications carriers and affinity groups to small and medium-sized businesses and home users. Covad broadband services are currently available across the nation in 44 states and 235 Metropolitan Statistical Areas ("MSAs") and can be purchased by more than 57 million homes and businesses, which represent over 50 percent of all 4 A/73365283.4

US homes and businesses. Covad-Licensees are authorized by the Commission to provide international and domestic interstate telecommunications services as non-dominant carriers. Currently, Platinum Equity LLC ultimately wholly controls CCGI. Neither CCGI nor Platinum offer any regulated telecommunications services. Platinum is a privately-held Delaware limited liability company with offices located at 360 North Crescent Drive, Beverly Hills, California 90210. Platinum is a global firm specializing in the merger, acquisition and operation of companies that provide services and solutions to customers in a broad range of business markets, including information technology, telecommunications, logistics, manufacturing, and entertainment distribution. Platinum indirectly controls two other telecommunications carriers: Matrix Telecom, Inc. ("Matrix"); i and Americatel Corporation ("Americatel"). Matrix (and its wholly owned subsidi- ary, Matrix Telecom of Virginia, Inc. ("Matrix-VA") provides integrated communications services including local, 1+ long distance and toll-free voice services plus a wide range of data services, such as dedicated Internet access, frame relay and point-to-point transmission services, chiefly to enterprise customers. Matrix provides intrastate, interstate and international services throughout the United States, and Matrix-VA provides, either directly or indirectly through Matrix, intrastate, interstate and international long distance services in Virginia. Americatel provides international and domestic facilities-based and resold long distance services, including "dial around" casual calling (i.e., IOIOXXX) service and presubscribed 1+ calling services, in each of the 48 contiguous states, with a particular emphasis on serving the needs of United States customers with connections to Latin America and the Caribbean. I Matrix is currently in the process of acquiring substantially all of the assets of Comtel Telcom Assets LP. See " Docket No. 10-82 and IB File No. ITC-ASG-20100319-00120. 5 A/73365283.4

III. DESCRIPTION OF THE TRANSACTION CCGI and MegaPath entered into an Agreement and Plan of Merger dated as of March 26, 2010 (the "Agreement"). Pursuant the Agreement, a subsidiary of CCGI created specifically for this transaction, TMAC Merger Corporation, will merge with MegaPath, with MegaPath surviving. As a result, MegaPath will become a wholly owned, direct subsidiary of CCGI and CCGI will acquire indirect control of DSLnet-Licensees. Applicants therefore request authority to transfer indirect control of DSLnet-Licensees to CCGI, and ultimately to Platinum. For the Commission's convenience, pre- and post-transaction corporate organizational structure charts are provided as Exhibit A. In addition, as a result of the transaction, Platinum will relinquish sole control of the Board of Directors ("Board") of CCGI. Upon completion of the transaction, Platinum will no longer control a majority of the Board of CCGI.2 As a result, there will be a change in indirect control of the Covad-Licensees. IV. PUBLIC INTEREST STATEMENT Applicants respectfully submit that the proposed transaction serves the public interest. In particular, Applicants submit that: (1) the proposed transaction will increase competition in the United States telecommunications market by reinforcing the status of Licensees as viable competi- tors and (2) the proposed transaction will be virtually transparent to consumers. Immediately following the consummation of the proposed transaction, Licensees will continue to offer service with no change in the rates or terms and conditions of service. Further, Licensees will continue to 2 Currently, Platinum is expected to control three (3) of the seven (7) seats on the Board of CCGI. MegaPath' s current shareholders are expected to control two (2) seats on the Board of CCGI. The parties are currently determining the allocation of the other two (2) seats, but they will not be controlled by Platinum or MegaPath. As a result, Platinum will relinquish sole control of CCGI and its indirect subsidiaries , CCC and DIECA, and as such, Commission approval is requested for this transfer of control. 6 A/73365283.4

provide service to its customers under the same name, and will continue to be led by experienced management teams. Therefore, the transfer of control of DSLnet-Licensees and the change in control of the Covad-Licensees will be seamless and virtually transparent to consumers. Given the increasingly complex and competitive nature of the telecommunications and capital markets and for other business reasons, Applicants seek to complete the proposed Trans- action as soon as possible. Accordingly, Applicants respectfully request that the Commission process, consider, and approve this Application as expeditiously as 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 Applica- tion: (a) Name, address and telephone number of each Applicant: DSLnet Transferor: MegaPath Inc. FRN 0018105601 555 Anton Boulevard Suite 200 Costa Mesa, CA 92626 DSLnet-Licensees: DSLnet Communications LLC FRN 0004324851 DSLnet Communications VA Inc . FRN 0015540230 50 Barnes Park North Suite 104 Wallingford, Connecticut 06492 Covad-Licensees: Covad Communications Company FRN 0003753753 DIECA Communications, Inc. FRN 0003753787 2220 O'Toole Avenue San Jose, CA 95131 7 A/73365283.4

DSLnet Transferee and Covad Transferor: CCGI Holding Corporation FRN 0017234758 Platinum Equity, LLC FRN 0014921878 360 North Crescent Drive, South Building Beverly Hills, CA 90210 (b) Jurisdiction of Organizations: DSLnet Transferor: MegaPath is a Delaware corporation. DSLnet-Licensees: DSLnet is a Delaware limited liability company DSLnet-VA is a Virginia corporation. DSLnet Transferee: CCGI is a Delaware corporation. Covad-Licensees: CCC is a California corporation. DIECA is a Virginia corporation. Covad Transferor: Platinum is a Delaware corporation. (c) (Answer to Question 10) Correspondence concerning this Application should be sent to: For Applicants: Jean L. Kiddoo, Esq. Russell M. Blau, Esq. Brett P. Ferenchak, Esq. Jeffrey R. Strenkowski, Esq. Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006 202-373-6000 (Tel) 202-373-6001 (Fax) jean.kiddoo@bingham.com russell.blau@bingham.com brett.ferenchak@bingham.com jeffrey.strenkowski@bingham.com A/73365283.4

For CCGI and Platinum: For CCGI and Covad- Licensees: Eva Kalawski, Esq. Anthony Hansel Executive Vice President, General Assistant General Counsel Counsel and Secretary Covad Communications Company Platinum Equity, LLC 1750 K Street, NW 360 North Crescent Drive, South Build- Suite 200 ing Washington, DC 20006 Beverly Hills, CA 90210 202-220-0410 (Tel) 310-712-1850 (Tel) 202-833-2026 (Fax) 310-712-1863 (Fax) ahansel@covad.com ekalawski@platinumequity.com For MegaPath and DSLnet-Licensees: and: Steven B . Chisholm, Esq. Schula Hobbs MegaPath Inc. Regulatory Affairs 555 Anton Boulevard, Suite 200 DSLnet Communications, LLC Costa Mesa, California 92626 50 Barnes Park North, Suite # 104 714-327-2041 (Fax) Wallingford, CT 06492 Steve .Chisholm@megapath.com 203-284-6205 (fax) shobbs@megapath.com (d) Section 214 Authorizations DSLnet Transferor: MegaPath does not hold any domestic or international Sec- tion 214 authorizations, but controls DSLnet-Licensees, two entities that hold Section 214 authorizations. DSLnet-Licensees: DSLnet holds Section 214 authority to provide global fa- cilities-based and resold services pursuant to authority granted by the Commission in File Nos. ITC-214- 19990716-00434 and ITC-ASG-20030611-00290. DSLnet also holds blanket domestic Section 214 authority to pro- vide interstate telecommunications services. DSLnet-VA holds blanket domestic Section 214 authority, but does provide international telecommunications services and does not hold international Section 214 authority. DSLnet Transferee : CCGI does not hold any domestic or international Section 214 authorizations, but controls CCC and DIECA, two enti- ties that hold Section 214 authorizations. Covad-Licensees : CCC and DIECA hold blanket domestic authority to pro- vide interstate services . 47 C.F. R. § 63.01 . CCC and DIECA each also hold global facilities based and resale Section 214 authority to provide international services pur- 9 A/73365283.4

suant to authority granted in FCC File Nos. ITC-214- 20021118-00544 (CCC) and ITC-214-20021126-00558 (DIECA). u Covad-Transferor : Platinum does not hold domestic or international Section 214 authorizations . In addition to controlling Covad- Licensees , Platinum also controls other entities that hold Section 214 authorizations . Specifically , Matrix and Ma- trix-VA hold blanket domestic authority to provide inter- state services pursuant to 47 C.F. R. § 63.01. Matrix also holds global facilities -based and resale Section 214 author- ity to provide international services pursuant to authority granted in FCC File No. ITC-214-19980915-00644. To the extent Matrix -VA provides international services, it does so pursuant to the international Section 214 authority of its parent company, Matrix . In addition, Americatel holds blanket domestic authority to provide interstate services pursuant to 47 C.F. R. § 63.01 . Americatel also holds au- thority under Section 214 of the Act to provide global fa- cilities-based and resale services (FCC File Nos. ITC-214- 19920512-00044 , ITC-214-19920512 -00045 , ITC-93-160- TC, ITC-214-19940517-00162 , ITC-21419940922-00294, ITC-214-19960423-00165 , ITC-214-19970312-00146, ITC-214- 19970421-00220 , ITC-214-19941020-00007 (as- signment of FCC File No. ITC-214- 19941020-00007 from AmericaSky Corporation to Americatel approved in File No. ITC-ASG-20060420-00252), and ITC-214 -19890331- 00002 and ITC-214-19970627- 00354 (assigned from Startec Global Operating Company in File No. ITC-ASG- 20090507 -00203). 10 A/73365283A

(h) (Answer to Questions 11 & 12) The following entities hold, directly or indirectly, a 10% or greater interest3 in Applicants as calculated pursuant to the Commission's ownership attribution rules for wireline and international telecommunications carriers:4 Pre- and Post-Transaction Direct Ownership of DSLnet-Licensees The following entity currently has and, upon completion of the transaction, will continue to have a 10% or greater direct interest in DSLnet Communications, LLC and DSLnet Communications VA, Inc. Name: MegaPath, Inc. Address: 555 Anton Boulevard, Suite 200 Costa Mesa, California 92626 Ownership Interest: 100% (directly in DSLnet and DSLnet-VA) Citizenship: U.S Principal Business: Managed IP Communications Services Provider Pre-Transaction Ownership of Me^ a Path The following entities currently have a 10% or greater direct or indirect interest in MegaPath Inc.: Name: Northern Neck Investors LLC ("Northern Neck") Address: c/o Volition Capital LLC in its capacity as sub- advisor to Northern Neck Investors LLC 111 Huntington Avenue Suite 2700 Boston, MA 02199 Ownership Interest: Approx. 19% (indirectly in MegaPath as the general partner of the general partners of various investment funds)5 Citizenship: U.S Principal Business: Venture Capital 3 Unless otherwise indicated, the ownership interests provided herein represent both equity and voting interests. 4 While the Commission's rules for combined domestic and international applications require this information only for the transferee, see 47 C.F.R. §§ 63.04(b), 63.24(3)(2), Appli- cants are providing ownership information for both parties. 5 None of the funds or their general partners controlled by Northern Neck hold a 10% or greater interest in MegaPath. 11 A/73365283.4

Name: US Venture Partners Address: 2735 Sand Hill Road Menlo Park, CA 94025 Ownership Interest: 10.5% (directly in MegaPath) Citizenship: U.S. Principal Business: Venture Capital To the best of Applicant's knowledge, no other person or entity currently holds a 10% or greater direct or indirect interest in MegaPath or DSLnet- Licensees. Post-Transaction Ownership of MegaPath Upon completion of the transaction, the following entity will have a 10% or greater direct interest in MegaPath Inc.: Name: CCGI Holding Corporation Address: 360 North Crescent Drive, South Building Beverly Hills, CA 90210 Ownership Interest: 100% Citizenship: U.S Principal Business: Holding Company Pre- and Post-Transaction Direct Ownership of Covad-Licensees The following entities currently have and, upon completion of the transaction, will continue to have a 10% or greater direct interest in Covad Communications Company and DIECA Communications, Inc. Name: Covad Communications Group, Inc. Address: 2220 O'Toole Avenue San Jose, California 95131 Ownership Interest: 100% (directly in CCC and DIECA) Citizenship: U.S Principal Business: Holding Company Name: CCGI Holding Corporation Address: 360 North Crescent Drive, South Building Beverly Hills, CA 90210 Ownership Interest: 100% (indirectly in CCC and DIECA as 100% owner of Covad) Citizenship: U.S Principal Business: Holding Company Pre-Transaction Ownership of CCGI CCGI Holding Corporation is ultimately controlled by Platinum Equity, LLC. Three private equity funds and one investment entity, all of which are ultimately 12 A/73365283.4

controlled by Platinum and Tom Gores , hold direct equity interests totaling 100% in CCGI. The three private equity funds are: (a) Platinum Equity Capital Partners II, L.P. ("PECP"); (b) Platinum Equity Capital Partners -A II, L.P. ("PECP-A"); and (c) Platinum Equity Capital Partners -PF II, L.P. ("PECP-PF"); and the in- vestment entity is Platinum Blackberry Principals , LLC ("PBP") (PECP, PECP-A, PECP-PF and PBP collectively , the "CCGI Holding Shareholders "). The names, addresses , citizenship, primary business , and equity interest in CCGI of each of the CCGI Holding Shareholders is as follows: Name : Platinum Equity Capital Partners II, L.P. Address: 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Principal Business: Private equity investments Ownership Interest: 60.58% direct ownership of CCGI6 Name: Platinum Equity Capital Partners -A II, L.P. Address: 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Ownership Interest: 9.6% direct ownership of CCGI? Name: Platinum Equity Capital Partners-PF II, L.P. Address: 3^0 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Ownership Interest: 9.82% direct ownership of CCGIB 6 The limited partnership interests in PECP are held by institutional investors and Platinum Equity Investment Holdings II, LLC ("PEIH"), a Delaware limited liability company. With the exception of PEIH II, these limited partners have no control over the day-to-day business opera- tions, activities, or decisions of PECP or CCGI. With the exception of PEIH, none of these limited partners ultimately holds equity interests in CCGI greater than 10%. The sole general partner of PECP is Platinum Equity Partners II, LLC ("PEP"), a Delaware limited liability company. The senior managing member and controlling entity of PEP is PEIH, the sole member of which is Platinum. PEP, PEIH and Platinum are described more fully below. 7 The sole general partner of PECP-A is PEP. The senior managing member and control- ling entity of PEP is PEIH, the sole member of which is Platinum. PEP, PEIH and Platinum are described more fully below. 8 The limited partnership interests in PECP-PF are held by institutional investors. These limited partners have no control over the day-to-day business operations, activities, or decisions of PECP-PF or CCGI. None of these limited partners ultimately holds equity interests in CCGI greater than 10%. The sole general partner of PECP-PF is PEP. The senior managing member 13 A/73365283.4

Name : Platinum Blackberry Principals, LLC Address : 360 North Crescent Drive , South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business : Private equity investments Ownership Interest: 20% direct ownership of CCGI9 The following entity currently has a 10% or greater direct interest in PECP, PECP-A, and PECP-PF: Name : Platinum Equity Partners II, LLC ("PEP") Address: 360 North Crescent Drive , South Building Beverly Hills, California 90210 Citizenship : Delaware Primary Business : Private equity investments Ownership Interests : Through its interests in PECP , PECP-A, and PECP- PF (as sole general partner of those entities), PEP indirectly and ultimately controls 80% of the voting interests of CCGI.10 and controlling entity of PEP is PEIH, the sole member of which is Platinum. PEP, PEIH and Platinum are described more fully below. 9 The senior managing member of PBP is PEIH. The remaining membership interests in PBP are held by Platinum principals. With the exception of Tom Gores, these members have no control over the day-to-day business operations, activities, or decisions of PECP or CCGI. With the exception of Tom Gores and PEIH, none of these members ultimately holds equity interests in CCGI greater than 10%. The sole member of PEIH is Platinum. PEIH, Platinum and Tom Gores are described more fully below. 10 The senior managing member and controlling entity of PEP is PEIH. The remaining membership interests in PEP are held by Platinum principals. With the exception of Tom Gores, these members have no control over the day-to-day business operations, activities, or decisions of PECP or CCGI Holding. With the exception of Tom Gores and PEIH, none of these members ultimately holds equity interests in CCGI greater than 10%. The sole member of PEIH is Plati- num. PEIH and Platinum are described more fully below. 14 A/73365283.4

The following entity currently has a 10% or greater direct interest in PEP and PBP: Name : Platinum Equity Investment Holdings II, LLC Address: 360 North Crescent Drive , South Building Beverly Hills, California 90210 Citizenship : Delaware Primary Business : Private equity investments Ownership Interests : Through its interests in PBP and PEP (as senior managing member and controlling entity), PEIH in- directly and ultimately controls 100% of the voting interests of CCGI.11 The following entity currently has a 10% or greater direct interest in PEIH: Name : Platinum Equity, LLC Address: 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship : Delaware Primary Business : Mergers & Acquisitions Ownership Interests : Through its interests in PEIH (as sole member), Platinum indirectly and ultimately controls 100% of the voting interests of CCGI.12 Post-Transaction Ownership of CCGI Upon completion of the transaction , the following entities will have a 10% or greater direct or indirect interest in CCGI: Name: Platinum Equity Capital Partners II, L.P. Address: 360 North Crescent Drive , South Building Beverly Hills, California 90210 Citizenship: Delaware Principal Business: Private equity investments Ownership Interest: 40.4% direct ownership of CCGI. Name: Platinum Blackberry Principals, LLC Address: 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Ownership Interest: 13.3% direct ownership of CCGI. II The sole member of PEIH II is Platinum. Platinum is described more fully below. 12 Platinum is the sole member of PEIH II , which holds indirect or direct interests in each of the CCGI Holding Shareholders , as outlined above. 15 A/73365283.4

The following entity will have a 10% or greater direct interest in PECP: Name: Platinum Equity Partners II, LLC Address: 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Ownership Interests: Through its interests in PECP, PECP-A, and PECP- PF (as sole general partner of those entities), PEP will indirectly ultimately control 53.3% of the vot- ing interests of CCGI. The following entity will have a 10% or greater direct interest in PEP and PBP: Name: Platinum Equity Investment Holdings II, LLC Address: 360 North Crescent Drive, South Building Beverly Hills, California 90210 Citizenship: Delaware Primary Business: Private equity investments Ownership Interests: Through its interests in PBP and PEP (as senior managing member and controlling entity), PEIH will indirectly ultimately control 66.6% of the vot- ing interests of CCGI. The following entity currently has a 10% or greater direct interest in PEIH: Name: Platinum Equity, LLC Address: 360 North Crescent Drive , South Building Beverly Hills, California 90210 Citizenship : Delaware Primary Business : Mergers & Acquisitions Ownership Interests: Through its interests in PEIH (as sole member), Platinum will indirectly ultimately control 66.6% of the voting interests of CCGI. Pre- and Post-Transaction Ownership of Platinum The following individual ultimately currently owns or controls and, upon comple- tion of the transaction, will continue to own or control 100 percent of the mem- bership units (equity and voting interest ) in Platinum Equity, LLC: Name: Tom T. Gores. Address: 360 North Crescent Drive, South Building Beverly Hills, CA 90210 Citizenship: U.S. Principal Business: Individual 16 A/73365283.4

To the best of Applicants' knowledge, no other person or entity currently holds or, upon completion of the transaction, will hold a ten percent (10%) or greater interest in Appli- cants. DSLnet and DSLnet-VA do not currently have any interlocking directorates with any for- eign-carrier affiliates . Upon completion of the transaction , DSLnet-Licensees may have interlocking directorates with their foreign carrier affiliates described below for CCC and DIECA. CCC and DIECA do not have any interlocking directorates except with their foreign- carrier affiliates described below . The interlocking officers and directors are: Eva M . Kalawski (Director, Vice President and Secretary) Robert J . Joubran (Vice President and Treasurer) Mary Ann Sigler (Vice President) Stephen T . Zollo (Vice President) Sally A. Ward (Assistant Secretary) Dawn Walloch (Assistant Treasurer) (i) (Answer to Question 14) Applicants are not foreign carriers. Through Platinum, Applicants are or, upon completion of the transaction, will be affiliated with the following foreign carriers: Americatel Corporation ("Americatel") is an American company that holds a Class B Li- cense in Canada. Vancouver Telephone Company Limited ("Vancouver") is a subsidiary of Americatel Corporation, and holds a Class A License in Canada. 0) (Answer to Question 15) Applicants certify that, through the transaction, Appli- cants do not seek to provide international telecommunications services to any destination country where: Applicants are a foreign carrier in that country; or Two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of Applicants and are parties to, or the beneficiaries of, a contractual relation affecting the provision or mar- keting or international basic telecommunications services in the United States. 17 A/73365283.4

However, Applicants certify that they are, or in the case of MegaPath and DSLnet-Licensees will become, affiliated with two foreign carriers, Americatel and Vancouver. Americatel and Van- couver provide telecommunications services in Canada. (k) Applicants certify that Canada, the country referenced in paragraph 0) above, is a Member of the World Trade Organization ("WTO"). Americatel and Vancouver, the foreign carriers listed in paragraph 0), are not on the Commission's List of Foreign Telecommunications Carriers that are presumed to Possess Market Power in Foreign Telecommunications Markets, released on January 26, 2007. In addition, Americatel and Vancouver, the foreign carriers listed in paragraph 0), offer services in competition with dominant foreign carriers and others. (1) Licensees may resell international switched services of unaffiliated U.S. carriers in order to provide telecommunications services to countries where they have a foreign carrier affiliation . As demonstrated above and because Americatel and Vancouver lack 50 percent market share in the international transport and the local access markets on the foreign end of the route, Licensees should be presumptively found to be non-dominant pursuant to Section 63.10(a)(3) of the Commission ' s rules, 47 C.F .R. § 63.10(a)(3). (m) Licensees qualify for a presumption of non-dominance under Section 63.10(a)(1) and (3 ) of the Commission ' s rules, 47 C.F.R. § 63.10(a)( 1,3), because they are not foreign carriers and, as demonstrated above in paragraph (k), their affiliation is with non -dominant foreign carriers in a country that is a Member of the WTO. (n) Applicants 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. 18 A/73365283.4

(o) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§ 1.2001-1.2003. (P) Applicants respectfully submit that this Application is eligible for streamlined proc- essing pursuant to Section 63.12(a)-(b) of the Commission's Rules, 47 C.F.R. §63.12(a)-(b). Applicants are or will be affiliated with foreign carriers that provides telecommunications services in Canada. Nevertheless, Applicants qualify for streamlined treatment under Section 63.12(c) because Applicants qualify for a presumption of non-dominance under Section 63.10(a)(1) and (3) for the reasons detailed in response to paragraphs (k) and (m) above. VI. INFORMATION REQUIRED BY SECTION 63.04 In lieu of an attachment, pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the following information in support of,their request for domestic Section 214 authority in order to address the requirements set forth in Commission Rule 63.04(a)(6)-(12), 47 C.F.R. § 63.04(a)(6)-(12): (a)(6) A description of the proposed Transaction is set forth in Section III above. (a)(7) The Applicants and their affiliates offer domestic telecommunications services in the United States as follows: (i) DSLnet provides domestic telecommunications services in the District of Colum- bia and all states except Alaska, Mississippi and Virginia. DSLnet-VA provides domestic telecommunications services in Virginia. Specifically, the DSLnet-Licensees provide highspeed access to the Internet services. (ii) Together, the Covad-Licensees offer telecommunications service in the following jurisdictions: Alabama, Arizona, California, Colorado, Connecticut, Delaware, District of 19 A/73365283.4

Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Okla- homa, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, Washington, Wisconsin, and Wyoming. Specifically, the Covad-Licensees provide integrated voice and data wireline communications services. (iii) As stated above, Platinum controls other entities that provide telecommunications services: Matrix, Matrix-VA and Americatel. Matrix and Matrix-VA, jointly offer domestic (local and/or long distance) telecommunications services in all fifty (50) states and the District of Columbia. Matrix and Matrix-VA are competitive providers of integrated communications services including local, 1+ long distance and toll-free voice services plus a wide range of data services, such as dedicated Internet access, frame relay and point-to-point transmission services, chiefly to enterprise customers. In addition, Americatel offers telecommunications service in all fifty (50) states and the District of Columbia, except Alaska. Americatel provides international and domestic facilities- based and resold long distance services, including "dial around" casual calling (i.e., 1010XXX) service and presubscribed 1+ calling services. (a)(8) Applicants respectfully submit that this Application is eligible for streamlined proc- essing pursuant to Sections 63.03 of the Commission's Rules, 47 C.F.R. §63.03. In particular, this Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) because, immediately following the transaction, Applicants (and their Affiliates) will have a market share in the interstate, interexchange market of less than 10 percent, and the Applicants (and their Affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclu- 20 A/73365283.4

sively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction, and none of the Applicants (or their Affiliates) are dominant with respect to any service. (a)(9) By this Application, Applicants seek authority with respect to both international and domestic Section 214 authorizations (this Application is being separately and concurrently filed with respect to both types of authorities in compliance with Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)). Covad, through its subsidiary NextWeb, Inc., is also filing applications with the Wireless Bureau in connection with the change in control of CCGI described above. (a)(10) Prompt completion of the proposed transaction is critical to ensure that Applicants can obtain the benefits described in the foregoing application. Accordingly, Applicants respectfully request that the Commission approve this Application expeditiously in order to allow Applicants to consummate the proposed transaction as soon as possible. No party, however, is requesting special consideration because it is facing imminent business failure. (a)(11) Not applicable. (a)(12) A statement showing how grant of the application will serve the public interest, convenience and necessity is provided in Section IV above. 21 A/73365283.4

VII. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, con- venience, and necessity would be furthered by a grant of this Application. Indeed, failure to grant it would directly harm the public interest. In light of the particular need to ensure continuity of service to existing customers, Applicants respectfully request expedited treatment to permit Applicants to complete the Transactions as soon as possible. Respectfully submitted, Ta.&7 asum- Jean L. Kiddoo Russell M. Blau Brett P. Ferenchak Jeffrey R. Strenkowski Bingham McCutchen LLP 2020 K Street, NW Washington, DC 20006-1806 202-373-6000 (Tel) 202-373-6001 (Fax) russell .blau@bingham.com jean.kiddoo@bingham.com brett.ferenchak@bingham.com jeffrey.strenkowski@bingham.com Counsel to Applicants Dated: June 10, 2010 22 A/73365283.4

EXHIBIT A Illustrative Chart of Transaction and Ownership A/73365283.4

Pre-Transaction Ownership of DSLnet Northern Neck Investors, LLC 19% as General Partner' (General Partners of Investment Funds) 1 None of the funds or their general US Venture Partners (Multiple Investment Funds) partners controlled by Northern Neck hold a 10% or greater interest in MegaPath. 10.5% MegaPath Inc. MegaPath merges ("MegaPath") with and into MergerCo with MegaPath surviving the merger 100% DSLnet DSLnet Communications, LLC Communications VA, Inc.

Pre-Transaction Ownership of CCGI ' Platinum Equity, LLC 100% 100% MegaPath merges EnergyTRACS Acquisition Corp. with and into (multiple investment vehicles) MergerCo with MegaPath surviving the 100% merger CCGI Holding Corporation ("CCGI") MTAC Holding Corporation 100% 95% 100% Americatel Matrix TMAC Merger Covad Corporation Telecom, Inc. Corporation Communications ("MergerCo") Group, Inc. 100% 100% 100% Startec Global Matrix Telecom Canadian Holding of Virginia, Inc. Company Covad Communications DIECA 100% Company Communications, Inc. Vancouver Telephone Company Limited

Post-Transaction Ownership of DSLnet and CCGI ' Platinum Equity, LLC 100% (multiple investment vehicles) EnergyTRACS Acquisition Corp. 66.6% 100% CCGI Holding Corporation ("CCGI") MTAC Holding Corporation 100% 100% 95% MegaPath Inc. Covad Communications Matrix Americatel 100% Group, Inc. Telecom, Inc. Corporation 100% 100% 100% Matrix Telecom Startec Global DSLnet DSLnet of Virginia, Inc. Canadian Holding Communications, LLC Communications Company VA, Inc. Covad DIECA 100% Communications Communications, Inc. Company Vancouver Telephone Company Limited

VERIFICATIONS A/73365283.4

VERIFICATION I, Steven B. Chisholm, state that I am the Senior Vice President, of MegaPath Inc. and DSLnet Communications, LLC (the "Company"); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this 1,14- day ofAVK, 2010. Steven B . Chisholm Senior Vice President MegaPath Inc. and DSLnet Communications, LLC A/73344008.1

STATE OF CALIFORNIA ss: COUNTY OF LOS ANGELES VERIFICATION I, Eva M . Kalawski , being duly sworn, deposes and say that I am Executive Vice President, Secretary and General Counsel of Platinum Equity, LLC, and Vice President and Secretary of CCGI Holding Corporation, DIECA Communications , Inc., and Covad Communications Company (the "Companies"); that I am authorized to make this Verification on behalf of the Companies ; that the foregoing filing was prepared under my direction and supervision ; and that the contents are true and correct to the best of my knowledge, information, and belief. Eva M. Kawski Platinum quity, LLC CCGI Holding Corporation DIECA Communications, Inc. Covad Communications Company CERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLIC State of California County of Los Angeles On fU m e j, 90 /0, before me, the undersigned notary public, personally appeared Eva M. Kalawski, personally known to me (or proved to me on the basis of satisfactory evidence ) to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity , and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. _ DORIE ^-, KE« y s Commission # 1822428 C z Nota Z Los An be1o • California 0 as County i ^Y Comm . (Signature of Nota, j Officer Expires Nov 11, 2012 r Notary for the State of California My commission expires: NayEM Yr 11, ZD (2 A/73385348.1


Document Created: 2010-06-10 18:08:40
Document Modified: 2010-06-10 18:08:40
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