Attachment ATTACHMENT1

This document pretains to ITC-T/C-20100831-00350 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010083100350_837400

Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of: ) ) Texas ICS Holding, LLC ) (Transferor) ) and Inmate Calling Solutions, LLC ) File No. ITC-T/C-_______ ) and ) ) WCB Docket No. _______ Centric Group, LLC ) (Transferee) ) ) Consolidated Application for Authorization ) to Transfer Control of Inmate Calling Solutions, LLC ) Pursuant to Section 214 of the ) Communications Act of 1934 ) To: International Bureau Wireline Competition Bureau CONSOLIDATED APPLICATION FOR AUTHORIZATION TO TRANSFER CONTROL OF INMATE CALLING SOLUTIONS, LLC Pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”), and Sections 63.03, 63.04 and 63.24 of the Commission’s Rules, Texas ICS Holding, LLC (“TICS” or “Transferor”) along with Centric Group, LLC (“Centric” or “Transferee”) (together "Applicants"), hereby seek authority to transfer control of Inmate Calling Solutions, LLC d/b/a ICSolutions (“ICS” or “Licensee”) to Centric. In Section IV of this application, the Applicants provide the information required by Sections 63.18 and 63.24 of the Commission’s Rules for transfer of control. As specified by Section 63.04(b) of the Commission’s Rules, the additional information required for the domestic component of this application is provided in Section V. Applicants respectfully request streamlined treatment of this Application pursuant to Sections 63.03 and 63.12 of the Commission’s Rules. As will be shown below, both the domestic and international components of this application qualify for streamlined processing.

I. DESCRIPTION OF THE APPLICANTS A. Transferor (Texas ICS Holding, LLC) Texas ICS Holding, LLC (“TICS”) (f/k/a Michael R. Smith and Group) was formed in 2008 for the purpose of acquiring ICS. Currently, TICS owns 99% of the equity interest in ICS and Michael R. Smith owns the remaining 1%. B. Transferee (Centric Group, LLC) Centric Group, LLC is a diversified holding company who, together with its subsidiaries, has been serving the correctional industry since 1974. Keefe Commissary Networks, LLC (“KCN”), a subsidiary created in 1993, provides software that correctional facilities use to set up and manage inmate trust accounts. KCN also contracts with correctional facilities to manage daily commissary operations by taking, filling and delivering commissary orders for inmates. KCN is affiliated for marketing purposes with a cooperative effort known as the Keefe Group. The Keefe Group includes Keefe Supply Company (a division of Centric), Keefe Commissary Networks, L.L.C and Access Catalog Company, LLC (a subsidiary of Centric providing mail order catalog services to inmates). C. Licensee (Inmate Calling Solutions, LLC d/b/a ICSolutions) Inmate Calling Solutions, LLC is a California Limited Liability Company headquartered in San Antonio, TX. ICS has been providing institutional calling services since 2003, and currently serves correctional facilities in thirty-one states. ICS’ mission is to focus on advanced technology and proven resources into transforming the inmate calling arena. Its dedication to ongoing technology advances, market-specific solutions, and unsurpassed customer service has earned ICS a reputation as an emerging industry leader. II. DESCRIPTION OF THE TRANSACTION On July 30, 2010, Buyer and Seller entered into a purchase agreement whereby Buyer proposes to purchase 100% of Seller’s ownership interests in ICS in return for a cash payment and other consideration, thereby acquiring 99% of the equity ownership of ICS. The remaining 1% will continue to be owned by Michael R. Smith. No change in day-to-day management or employees is contemplated. The transaction is expected to be completed by October 31, 2010, subject to all regulatory approvals.

III. PUBLIC INTEREST STATEMENT The transfer of control to Centric will serve the public interest. Centric’s experience and success in service industries supporting correctional facilities make the company particularly well-qualified to acquire ownership of ICS. The Transfer will be transparent to the users of ICS’ services and will not have an adverse effect on them. There will be no change to services, rates, terms or conditions of service. ICS will continue its mission to develop and offer innovative solutions responding to the demands of the corrections market, serving the needs of inmates and their families as well as facility management personnel. IV. ADDITIONAL INFORMATION REQUIRED BY SECTIONS § 63.18 AND 63.24 OF THE COMMISSION’S RULES In accordance with Sections 63.18 and 63.24(e) of the Commission’s Rules, the Applicants submit the following information in support of this application: Information Provided for Transferor and Transferee (a) Name, address and telephone number: Transferor: Texas ICS Holding, LLC 2200 Danbury Street San Antonio, TX 78217 Telephone: (210) 581-8104 Facsimile: (210) 832-8915 Transferee: Centric Group, LLC 1260 Andes Blvd. St. Louis, Missouri 63132 Telephone: (314) 214-2785 Facsimile: (314) 214-2790 (b) Corporate Organization: Transferor: TICS is a Limited Liability Company incorporated under the laws of Texas. Transferee: Centric is a Limited Liability Company incorporated under the laws of Delaware. Licensee: ICS is a Limited Liability Company organized under the laws of California.

(c) Correspondence concerning this Application should be sent to: Robin Norton, Consultant to Applicants Technologies Management, Inc. 2600 Maitland Center Parkway, Suite 300 Maitland, Florida 32751 Telephone: (407) 740-3004 Facsimile: (407) 740-0613 E-mail: rnorton@tminc.com (d) International Section 214 Authorizations: TICS - Transferor does not have international Section 214 authority. Centric - Transferee does not have international 214 authority. Licensee - ICS has international Section 214 global resale authority pursuant to FCC rules (ITC- 214-20030312-00128). Information Provided for Transferee (h) Ten Percent or Greater Interest Holders: Name Percent Primary Business Citizenship Ownership Andrew C. Taylor 16.42% Enterprise Rent-a-Car U. S. Citizen Jo Ann Kindle 16.42% Enterprise Rent-a-Car U. S. Citizen Foundation Kelly A. Taylor 11.08% Not employed U. S. Citizen Christine Taylor 11.08% Enterprise Rent-a-Car U. S. Citizen Broughton Patricia A. Taylor 11.08% Not employed U. S. Citizen Alison Taylor 11.08% RUNG, Ltd, philanthropy- U. S. Citizen Kindle focused non-profit apparel resale Mary Carolyn 11.08% Enterprise Rent-a-Car U. S. Citizen Kindle No other person or entity owns a ten percent (10%) or greater direct or indirect ownership in Centric. No officer or director of Centric is also an officer or director of any foreign carrier.

(i) Foreign Carrier Affiliation: Centric certifies that it is not nor is it affiliated with any foreign carrier. (j) Foreign Carrier and Destination Countries: Centric certifies that it does not seek to provide international telecommunications service to any destination where: (1) Centric is a foreign carrier in that country; (2) Centric controls a foreign carrier in that country; (3) any entity that owns more than a 25% interest in Centric, or controls Centric, controls a foreign carrier in that country; or (4) two or more parties own, in the aggregate, more than 25% of Centric and are parties to, or the beneficiaries of, a contractual relationship that affects the provision or marketing of international basic telecommunications services in the United States. (k) Showing of WTO Membership for Destination Countries: Not applicable; Centric is not affiliated or otherwise related to any foreign carrier. (l), (m) Showing of Non-Dominance/Regulatory Classifications: Not applicable; Centric is not affiliated or otherwise related to any foreign carrier. (n) Concessions: Centric certifies that it has not agreed and will not agree in the future to accept any direct or indirect special concessions from a foreign carrier or administration with regards to traffic or revenue flows between the United States and any foreign countries the company is authorized to serve. (o) Federal Benefits: Centric certifies pursuant to Sections 1.2001 through 1.2003 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. See 21 U.S.C. § 862. (p) Streamlined Processing: This application is entitled to streamlined processing pursuant to Section 63.12 of the Commission’s Rules because the information provided herein clearly demonstrates: (1) Centric is not affiliated with a foreign carrier on any route for which authority is sought; (2) Centric is not affiliated with any dominant U.S. carrier whose international switched or private lines services it seeks to resell; and (3) Centric is not requesting authority to provide switched service over private lines to countries not previously authorized for service by the Commission. V. ADDITIONAL INFORMATION REQUIRED BY SECTION § 63.04 OF THE COMMISSION’S RULES Pursuant to Section 63.04(b) of the Commission’s Rules, 47 C.F.R. § 63.04(b), the Applicants submit the following additional information in support of their application to transfer control under Section 214 of the Act, as attached hereto as Exhibit A.

VI. CONCLUSION For these reasons, the grant of this Application is consistent with the public interest and Applicants respectfully request that the Commission grant this Application as expeditiously as possible through its streamlined procedures. Respectfully submitted, Robin Norton, Consultant Technologies Management, Inc. 2600 Maitland Center Parkway, Suite 300 Maitland, FL 32751 Phone: 407-740-3004 E-mail: Rnorton@tminc.com Dated: August ___ ,2010

VERIFICATION I, Michael R. Smith, hereby declare under penalty of perjury, that I am President of Inmate Calling Solutions, LLC d/b/a ICSolutions (“ICS”) and President and Manager of Texas ICS Holding, LLC (“TICS”); that I am authorized to make this verification on behalf of ICS and TICS; that I have read the foregoing Application; and that the facts stated therein are true and correct to the best of my knowledge, information and belief. _______________________________ Michael R. Smith Inmate Calling Solutions, LLC d/b/a ICSolutions Texas ICS Holding, LLC Sworn to and subscribed before me this ______ day of _______________, 2010. ____________________________ Notary Public My Commission expires: ______________________

VERIFICATION I, James M. Theiss, hereby declare under penalty of perjury, that I am President and Chief Operating Officer of Centric Group, LLC (“Centric”); that I am authorized to make this verification on Centric’s behalf; that I have read the foregoing Application; and that the facts stated therein are true and correct to the best of my knowledge, information and belief. __________________________________________ James M. Theiss, President and Chief Operating Officer Centric Group, LLC Sworn to and subscribed before me this ______ day of _______________, 2010. ____________________________ Notary Public My Commission expires: ______________________

EXHIBIT A INFORMATION REQUIRED BY RULE 63.04 63.04(a)(6): Description of the Transaction The proposed transaction is described in Section II of the Application. 63.04(a)(7): Description of Geographic Service Areas Neither Transferor nor Transferee is a telecommunications provider. Licensee is an institutional services provider certificated, registered or otherwise authorized to provide service in all states except Alaska, Connecticut, Delaware, Hawaii, Nebraska, Vermont, and West Virginia. Licensee currently contracts with correctional facilities to provide service in thirty one states. 63.04(a)(8): Eligibility for Streamlined Processing Applicants submit that the proposed transaction would result in Centric’s market share in the institutional calling services market to be substantially less than ten percent. ICS provides competitive telecommunications services exclusively in geographic areas served by a dominant local exchange carrier that is not a party to this transaction. No applicant is dominant with respect to any service. Therefore, this Application presumptively qualifies for streamlined processing pursuant to Section 63.03(b)(2)(i) of the Commission's rules. 63.04(a)(9): Other Related FCC Applications None. 63.04(a)(10): Statement of Imminent Business Failure No special consideration is requested as no party to the transaction is facing imminent business failure. 63.04(a)(11): Separately Filed Waiver Requests None. 63.04(a)(12): Public Interest Statement The public interest statement is provided in Section III of the Application.


Document Created: 2010-08-31 11:47:29
Document Modified: 2010-08-31 11:47:29
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