Attachment Broadvox LOA pdf.pdf

Broadvox LOA pdf.pdf

SUPPLEMENT

Supplement

2011-01-11

This document pretains to ITC-T/C-20101015-00413 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010101500413_860602

broadvox»" BUSINESS CONNECTS HERE January 9, 2011 David S. Kris Assistant Attorney General for National Security U.S. DepartmentofJustice 950 Pennsylvania Avenue, N.W. Washington, D.C. 20530 cfius@usdo).gov David Heyman Assistant Secretary for Policy Department of Homeland Security Washington, DC 20528 ip—cffus@hq.dhs.gov Re: Cypress Communications Operating Company, LLC Application for Authority to Transfer Control of Company Holding International and Blanket Domestic Section 214 Authority WC Docket No. 10—216 TB File No. ITC—T/C—20101015—00413 Sirs: This letter of assurances ("LOA") outlines the commitments made by The Broadvox Holding Company, LLC, Broadvox, Inc., and their subsidiaries (collectively "Broadvox") to the U.S. Departmentof Justice ("DOJ") and the U.S. Department of Homeland Security ("DHS") (collectively, the "USG Agencies") with respectto the transfer of control of Cypress Communications Operating Company, LLC ("Cypress") and TechInvest Holding Company, Inc. ("THC") from Arcapita Bank B.S.C. (c) and its subsidiaries and affiliates ("Arcapita;" for the purposes of this LOA, "Arcapita" shall include employees, contractors, representatives, and agents of Arcapita) to Broadvox as described in the applications before the Federal Communications Commission ("FCC") that are captioned above ("Applications"). These commitments are intended to address the national security, law enforcement, and public safety concerns that the USG Agencies believe are presented by the proposed transaction. Corporate Headquarters 800.273.4320 Cleveland Office 1950 Stemmons Fwy., Suite 3031 216.373.4600 1228 Euclid Ave., Suite 390 Dallas, TX 75207 216.373.4699 fax Cleveland, OH 44115 www.broadvox.com

Broadvox is providing this LOA on the express understanding that, promptly upon execution of the LOA,the USG Agencies will notify the FCC that they have no objection to the FCC's grant of the Applications. and will request that the FCC's grant of the Applications be made subject to this LOA and its resolution of issues relating to national security, law enforcement, and public safety. Broadvox has agreed to provide this LOA to the USG Agencies to address issues raised by the USG Agencies, and to jointly petition the FCC to condition the requested authorization on compliance with this LOA. Assuming the Applications are granted and control of Cypress is transferred to Broadvox per the tenns of the Applications, Broadvox undertakes to comply with the following commitments to the USG Agencies: I. Broadvox has designated Pete Sandrev as a security officer ("Security Officer"). and agrees to maintain a Security Officer within the United States who is a resident U.S. citizen with the primary responsibility for carrying out Broadvox's assurances in this LOA. The Security Officer shall have appropriate knowledge and ability to design and implement a security program to implement the terms of lbjs LOA consistent with industry best practices. Broadvox will notify the USG Agencies of any change in the Security Officer within five (5) business days of such change. Broadvox shall cooperate with any request by a U.S. government authority that a background check be completed for a designated Security Officer. 2. If any employee of Broadvox acquires any information that reasonably indicates that any foreign government, any foreign govemment-eontrolled entity, or any foreign entity (including but not limited to Arcapita) ("Foreign Person''): (a) plans to participate or has participated in any aspect of the management of Broadvox. or (b) plans to exercise or has exercised any control or undue inHuence over Broadvox then such employee shall promptly notify the Security Officer, who, in tum, shall promptly notify the USG Agencies in writing of the timing and the nature of the Foreign Person's plans and/or actions. 3. The Security Officer shall certify in writing no later than March 31. 2011, and annually thereafter, that, except for any notice provided under the previous paragraph, no Foreign Person: (a) plans to participate or has participated in any aspect of the management of Broadvox, or (b) plans to exercise or has exercised any control or undue influence over Broadvox. 4. If any member of the management of Broadvox acquires any information that reasonably indicates that Arcapita has or will likely obtajn an ownership interest (direct or indirect) in Broadvox or its successors or assigns, as detennined in accordance with 47 C.F.R. § 63.09, then such member shall promptly notify the Security Officer, who, in tum. shall promptly ,

notify the usa Agencies in writing; provided, however, that there shall be no obligation to notify the usa Agencies of any ownership intcrest acquired or to be acquired by Arcapita if such ownership interest is subject to immediate purchase by Broadvox or its designee and is in fact purchased by Broadvox or its designee immediately after the acquisition of such ownership interest by Arcapita. 5. othing in this LOA is intended to excuse Broadvox from any obligation to comply with U.S. legal requirements for the rctention, preservation, or production of infonnation, records or data, or from any applicablc requirements of the Communications Assistance for Law Enforcemcnt Act. 47 U.S.C. § IDOl et seq .. or to comply with lawful U.S. process; nor shall it constitute a waiver or: (a) any obligation imposed by any U.S. Federal, stale or local laws on Broadvox; (b) any enforcement authority available undcr any U.S. or state laws; (c) the sovereign immunity of the United States; or (d) any authority the U.S. govemment may possess (including without limitation authority pursuant to the I.ntemational Emergency Economic Powcrs Act, 35 U.S.c. § 1701 et seq.) over the activities of Broadvox located within or outside the United Slates. Broadvox employces in the United States will have unconstrained authority to comply, in an effectivc, efficient, and unimpeded fashion. with lawful U.S. process. olhing in this LOA is intended, or is to be interpreted, to require Broadvox to violate any applicable U.S. law. Likewise, nothing in this LOA limits the right of the U.S. government to pursue criminal sanctions or charges against Broadvox, and nothing in this LOA provides Broadvox with any relief from civil liability. 6. If, after the date that Broadvox has executed this LOA, the usa Agencies find that the ternts of this LOA are inadequate to address national security, law enforcement, or public safety concerns, then Broadvox will negotiate in good faith to modify this LOA to address those concerns. Conversely, Broadvox is providing this LOA on the cxpress understanding that the usa Agencies agree to promptly negotiate in good faith with rcspect to any request by Broadvox for relief from the application of specific provisions of this LOA if thosc provisions become unduly burdcnsome or adversely affect the competitive position of Broadvox. Notwithstanding the foregoing, the usa Agencies reserve the right to object, fonnallyor informally, to lhe grant of any other FCC application or petition of Broadvox for a license or other authorization under the Cable Landing License ACl, 47 U.S.c. § 34 et seq., or Titles II and 111 of the Communications Act of 1934, as amended, 47 U.S.C. § 151 et seq.. and to seek additional or different tcrnlS that would. consistent with the public interest, address any threat to the ability of tbe United States to enforce the laws, preserve the national security and protect the public safety raised by the services and transactions undcrlying any such application or petition. 7. Broadvox is providing this LOA on the express understanding that all notices and information provided to the usa Agencies pursuant to this LOA shall be treated as confidential business information exempt from disclosure under the Freedom of Infonnation Act. 5 U.S.C. § 552(b)(4). 8. This LOA shall inure to the bencfit of, and shall be binding upon, Broadvox and its respective parent companies, successors. assigns, subsidiaries, and amliates. 3

9. G gencie und r thi L will b dire t d t th pro ided on th fu t page f the LO . In additi and ommunication will b forward d to 1t I and 10. Th ommitm nts set forth in lhi LOA hall not b binding on Broad ox Wlle th pplications are grant d and control f ypre i tran ferred 1 Br ad p r th t rro of th pplication. incerely Andr Temnorod 0 The Broadvox aiding ompan, LL . Br advox Inc. and th ir ub idiarie 4


Document Created: 2011-01-11 14:05:31
Document Modified: 2011-01-11 14:05:31
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