Attachment Attachment 2

This document pretains to ITC-T/C-20110930-00308 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011093000308_919383

                                  Before the
                    FEDERAL COMMUNICATIONS COMMISSION
                             Washington, D.C. 20554

In the Matter of                                         )
                                                         )
SJI Holdings, LLC,                                       )
SJI, L.L.C.                                              )
and                                                      )
Lafourche Telephone Company, L.L.C.                      )
                                                         )
               Transferors,                              )
                                                         )
                                                                   File No. _______________
and                                                      )
                                                         )
EATEL Acquisition, L.L.C.                                )
                                                         )
               Transferee.                               )
                                                         )
For Consent to Transfer Control pursuant to
Section 214 of the Communications Act of 1934,
as amended

          JOINT APPLICATION FOR TRANSFER OF CONTROL OF
      DOMESTIC AND INTERNATIONAL AUTHORIZATIONS PURSUANT TO
         THE COMMISSION’S STREAMLINED PROCESSING RULES

        SJI Holdings, LLC (“Holdings”), SJI, L.L.C. (“SJI”), and Lafourche Telephone

 Company, L.L.C. (“Latelco”) (collectively, "Transferors" or the "SJI Companies"), and

 EATEL Acquisition, L.L.C. ("Transferee" or “EATEL”) hereby request authorization for the

 transfer of control of a wholly-owned subsidiary of Holdings, SJI, and its subsidiary, Latelco,

 to EATEL. Applicants seek streamlined processing of this request pursuant to sections

 63.03(b)(2)and 63.24(c) of the Commission’s Rules. This Application is being filed

 simultaneously with the International Bureau and the Wireline Competition Bureau.

                                             Background

        Applicant Latelco is a rural local exchange carrier (“LEC”) providing local exchange

 and exchange access service to approximately 5,702 residential and 4,133 business access


lines in rural portions of southern Louisiana. Latelco's direct parent company, SJI (dba

Vision Long Distance), provides interstate long distance services to residents of Latelco's

service area, as well as global international resale services pursuant to Commission

authorization under File No. ITC-214-20020402-00156.

         Applicant EATEL, a wholly-owned subsidiary of EATELCORP, L.L.C.

(“EATELCORP”), is a diversified communications company, whose affiliates provide voice,

data and video services predominantly in rural portions of Ascension and Livingston

Parishes, Louisiana. In addition, EATELCORP affiliates also offer long distance services to

subscribers in Louisiana, Mississippi, Alabama and Texas. A family-owned company

serving rural Louisiana for more than 75 years, EATELCORP has extensive expertise in the

telecommunications industry. Pursuant to the proposed transaction, EATEL proposes to

purchase 100% of the ownership interests of SJI. After the contemplated transaction, SJI and

its subsidiaries will continue to exist and operate in their respective service territories, and

under the same trade names, providing service pursuant to existing rates, terms and

conditions. The proposed transactions will, accordingly, be transparent to consumers.

         The proposed transaction is entitled to streamlined treatment pursuant to section

63.03(b)(2)(iii) of the Commission's Rules because it would result in EATEL affiliates and

subsidiaries having a market share in the interstate, interexchange market of less than 10%;

similarly, the EATEL local exchange affiliates and subsidiaries would have, collectively,

fewer than 2% of the subscriber lines installed in the aggregate nationwide. Furthermore, the

transaction would result in no new overlapping or adjacent local service areas.1


1
          Approximately 100 of Latelco local exchange subscribers have selected EATEL long distance
affiliates as their primary interexchange carrier, thus a minor cross-service overlap exists. There is no overlap
in local exchange territory, either incumbent or competitive between SJI and its affiliates and EATEL and its
affiliates, nor are there any adjacent local exchange operations.



                                                        2


                                  Description of the Transaction

       This transaction will be accomplished through the sale of all of the membership

interests in SJI by its parent, Holdings, to EATEL, a company created for the purpose of

effecting this transaction. Following the sale, SJI will be a wholly-owned subsidiary of

EATEL. SJI’s operating subsidiaries will continue their current operations.

                 Transfer of Control of International Section 214 Authorization

       Applicant SJI resells switched international long distance toll services to residential

and business customers pursuant to an international Section 214 authorization granted by the

Commission under File No. ITC-214-214-20020402-00156. In accordance with the

requirements of Section 63.24(e) of the Commission's Rules, Applicants submit the

following information:

       (1) Name, address and telephone number of each applicant:

Transferors:
SJI Holdings, LLC
SJI, L.L.C.
Lafourche Telephone Company, L.L.C.
112 West 10th Street
PO Box 188
Larose, LA 70373
Tel: (985) 693-0215
Fax: (985) 693-5800

Transferee:
EATEL Acquisition, L.L.C.
913 South Burnside Avenue
Gonzales, LA 70737
Phone: (225) 621-4388
Fax: (225) 644-8566




                                               3


(2) Government, state or territory under the laws of which each corporate or
partnership applicant is organized

Holdings is a limited liability company organized under the laws of the state of Delaware.
SJI and Latelco are limited liability companies organized under the laws of the state of
Louisiana.

EATEL is a limited liability company organized under the laws of the state of Louisiana.

(3) Name, title, post office address, and telephone number of the officer or contact
point to whom correspondence concerning the application is to be addressed

For the SJI Companies:

Tony Duet
President and Chief Executive Officer
112 West 10th Street
PO Box 188
Larose, LA 70373
Tel: (985) 693-0215
Fax: (985) 693-5800

For EATEL:

John D. Scanlan
President and Vice Chairman
913 South Burnside Avenue
Gonzales, LA 70737
Tel: (225) 621-4388
Fax: (225) 644-8566

       With a copy to:

Sylvia Lesse
Communications Advisory Counsel, LLC
2154 Wisconsin Avenue, NW
Washington, DC 20007
Tel. 202-333-5273
Fax 202-333-5274

(4) Statement as to whether the applicant had previously received authority under
Section 214 of the Act.

EATELCORP subsidiary Advanced Tel, L.L.C. is authorized to provide international
switched and resale services pursuant to File No. ITC-214-19940131-00027. EATELCORP



                                              4


indirect subsidiary TLX Communications, Inc. d/b/a Telamerica provides international
services pursuant to File No. ITC-95-475.

(5) Name, address, citizenship and principal business of any person or entity that
directly or indirectly owns at least ten percent of the equity of the applicant entities:

Transferor:

SJI, the 100% owner of Latelco, is the wholly-owned subsidiary of Transferor Holdings.
Boston Ventures Limited Partnership VII is the only 10% or greater direct owner of Holdings
(holding approximately 95%). The 10% or greater owners of Boston Ventures Limited
Partnership VII and the general partners are:

                             Percentage                                   Principal
Name and Address             Ownership              Citizenship           Business

Hartford Financial Services approx. 11%             US                    insurance and
 Group, Inc.*               (limited partner)                             investments
Hartford Plaza
Hartford, CT 06115

State of Connecticut         approx. 20%            US                    investment
  Retirement Plans and       (limited partner)
  Trust Funds
55 Elm Street
Hartford, CT 06106

Boston Ventures Company 2%                          US                    investment
  VII, LLC                   (general partner)
c/o BV Investment Partners, LLC
125 High Street
17th Floor
Boston, MA 02110

*The Hartford Financial Services Group, Inc. holds this interest indirectly through its
subsidiaries, Hartford Life Insurance Co. and Hartford Fire Insurance Co., neither of which
holds a ten percent interest in Boston Ventures Limited Partnership VII. The Hartford
Financial Services Group, Inc. is a Delaware corporation and is publicly traded on the New
York Stock Exchange. Based upon a review of the most recent information available, there
are no ten percent or more shareholders of The Hartford Financial Services Group, Inc.

Boston Ventures Company VII, LLC, the general partner (“GP”) of Boston Ventures Limited
Partnership VII, is principally engaged in investments. The managing directors of the GP
control the GP. Set forth below are all of the managing directors of the GP. This list
includes all of the owners of the GP who have a ten percent or greater interest in the GP. No
individual listed below holds a fifty percent or greater interest in the GP.



                                              5


Name                                 Address                              Citizenship

Barry Baker                  c/o BV Investment Partners, LLC              USA
                             125 High Street
                             17th Floor
                             Boston, MA 02110

Anthony J. Bolland**         c/o BV Investment Partners, LLC              United Kingdom
                             125 High Street
                             17th Floor
                             Boston, MA 02110

Roy F. Coppedge              c/o BV Investment Partners, LLC              USA
                             125 High Street
                             17th Floor
                             Boston, MA 02110

Andrew C. Davis              c/o BV Investment Partners, LLC              USA
                             125 High Street
                             17th Floor
                             Boston, MA 02110

Elizabeth Granville-         c/o BV Investment Partners, LLC              USA
Smith                        125 High Street
                             17th Floor
                             Boston, MA 02110

Gerald S. Hobbs              c/o BV Investment Partners, LLC              USA
                             125 High Street
                             17th Floor
                             Boston, MA 02110

Vikrant Raina**              c/o BV Investment Partners, LLC              India
                             125 High Street
                             17th Floor
                             Boston, MA 02110

** Pursuant to the terms of the GP’s operating agreement, non-US citizens may not
participate in any matters relating to any media and regulated communications enterprises of
the GP, including any media or communications companies in which the GP or Boston
Ventures Limited Partnership VII may invest, and are subject to other restrictions on their
participation in the operation of the GP and the limited partnership in accordance with the
FCC’s insulation criteria.




                                             6


Transferee:

The sole member and 100% owner of EATEL is EATELCORP.
The following persons are the only owners of 10% or more equity in EATELCORP:

                                    Percentage                                             Principal
Name and Address                    Ownership2                  Citizenship                Business

Beryl Scanlan Smith                 16.8% voting                US                         communications
913 S. Burnside Ave
Gonzales, LA 70737

The 2004 RBS/BSS Trust       11.3% voting                       LA trust                   investments
913 S. Burnside Ave
Gonzales, LA 70737
(Beryl Scanlan Smith, Trustee)3

The 2004 RBS/AGSII Trust 11.3% voting                           LA trust                   investments
913 S. Burnside Ave
Gonzales, LA 70737
(Arthur G. Scanlan, II, Trustee)

The 2003 DPS Trust            16.7% voting                      LA Trust                   investments
913 S. Burnside Ave
Gonzales, LA 70737
(Arthur G. Scanlan, II, Trustee)4

The 2004 RBS/JDS Trust      11.3% voting                        LA Trust                   investments
913 S. Burnside Ave
Gonzales, LA 70737
(John D. Scanlan, Trustee)5

2
         The ownership interests listed above are Class A, the only voting equity interest. In addition, Class B
(non-voting) ownership interests are held or controlled as follows: Beryl Scanlan Smith: 25.3%; Arthur G.
Scanlan, II: 5.5%; The 2003 CLR Trust (John D. Scanlan, Trustee): 12.1%; The 2003 AGIII Trust: 15.5%; and
The 2003 JPS Trust: 15.5%; and The 2003 DPS Trust: 26.2%.

3
          Mrs. Smith also serves as Trustee for several smaller trusts, with additional combined voting interests
totaling 3.9%. Accordingly, Ms. Smith’s total voting interest equals 32.0%.

4
          Mr. Scanlan also serves as Trustee for several smaller trusts, with additional combined voting interests
totaling 3.6%, as well as holding a direct interest in 2.8% voting equity. Accordingly, Mr. Scanlan’s total
voting interest equals 34.4%.

5
          Mr. Scanlan also serves as Trustee for several smaller trusts, with additional combined voting interests
totaling 6.1%. Accordingly, Mr. Scanlan’s total voting interest equals 17.4%.




                                                        7


Transferee Ownership (cont’d)

                                   Percentage                                            Principal
Name and Address                   Ownership                  Citizenship                Business

The 2003 AGSIII Trust       8.0% voting                       LA Trust                   investments
913 S. Burnside Ave
Gonzales, LA 70737
(Ruth Banker Scanlan, Trustee)

The 2003 JPS Trust          8.0% voting                       LA Trust                   investments
913 S. Burnside Ave
Gonzales, LA 70737
(Ruth Banker Scanlan, Trustee)6

Beryl Scanlan Smith, Arthur G. Scanlan, II and John D. Scanlan are the children of Ruth
Banker Scanlan.


(6) Certification as to whether or not Transferee is, or is affiliated with, a foreign
carrier.

EATEL certifies that neither it nor any affiliate or successor is or will be foreign carriers, and
that neither it nor any affiliate or successor is or will be affiliated with any foreign carrier.

(7) Certification as to whether or not Transferee seeks to provide international
telecommunications services to any country for which certain conditions are true.

EATEL certifies that neither it nor any affiliate or successor will provide international
telecommunications to any destination country for which EATEL or an affiliate or successor
(1) is a foreign carrier in that country; (2) controls a foreign carrier in that country; (3) is
owned more than 25% by or controlled by an entity that controls a foreign carrier in that
country.

(8) Showing regarding provision of international telecommunications service to a
country where the applicant is a foreign carrier or is affiliated with a foreign carrier.

N/A

(9) Regulatory classification under Section 63.10 of the Rules for foreign-affiliated
carrier.

N/A
6
        Mrs. Scanlan also holds a direct ownership interest in less than .1% of voting equity. Accordingly,
Mrs. Scanlan’s total voting interest equals 16%.




                                                       8


(10) Certification that applicant has not agreed to accept special concessions directly or
indirectly from any foreign carrier.

Applicants certify they have not agreed to accept special concessions directly or indirectly
from any foreign carrier with respect to any US 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.

(11) Certification pursuant to 47 C.F.R. §§ 1.2001-1.2003 that no party to the
application is subject to denial of federal benefits pursuant to section 5301 of the Anti-
Drug Abuse Act of 1988, 21 U.S.C. § 583

Applicants hereby certify, pursuant to 47 C.F.R. §§ 1.2001-1.2003, that to the best of their
knowledge, information, and belief, no party to the application is subject to denial of federal
benefits pursuant to section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 583.

(12) Qualification for streamlined processing.

This application qualifies for streamlined processing under Sections 63.12(a) and (b) of the
Commission's rules. No party is affiliated with any foreign carrier in any destination market.
No party has an affiliation with a dominant US carrier whose international switched or
private line services the applicants seek authority to resell, and none is anticipated as a result
of the public offering which likely will result in widely held interests. No party to this
application seeks authority to provide switched basic services over private lines to a country
for which the Commission has not previously authorized the provision of switched services
over private lines. Authorization is sought to complete a public sale which would continue
the current operations as a non-dominant carrier reselling the international switched services
of one or more unaffiliated US carriers.




                                                9


               Transfer of Control of Domestic Section 214 Authorizations

       Pursuant to Section 63.04(b) of the Commission's Rules, Applicants submit

information required pursuant to Sections 63.04(a)(6) through 63.04(a)(12) of the

Commission's Rules:

(1) Description of the transaction

This application proposes the transfer of control of the domestic Section 214 authorization of
SJI and Latelco through a sale of 100 percent of the ownership interests of SJI to EATEL,
resulting in Latelco as an indirect wholly-owned subsidiary and SJI as a direct wholly-
owned subsidiary of EATEL. State authorization to conduct the proposed transaction also
will be sought by Applicants.

After the proposed transaction, Latelco and SJI dba Vision Long Distance will continue to
operate in the same service territory, under the same trade name. The companies will
continue to offer services pursuant to their current rates, terms and conditions. No carrier
change charges are associated with the transaction, and no customer service or billing contact
information will change as a result of the transfer. The transaction will not affect customers’
preferred carrier freezes.

(2) Description of the geographic areas in which the transferor and transferee (and
their affiliates) offer domestic telecommunications services, and what services are
provided in each area

Transferors:

Latelco provides incumbent local exchange and exchange access services to approximately
9835 access lines in the exchanges of Larose, Grande Isle, Golden Meadow, Leeville and
Galliano, Louisiana. A map of Latelco's service area (also showing the local service area of
EATEL’s affiliate, East Ascension Telephone Company, L.L.C.) is appended hereto as
Attachment 1.

SJI (doing business as Vision Long Distance) offers IXC services to the local service
subscribers of Latelco, currently serving approximately 5,972 customers. SJI also serves as
an internet service provider in all of the Latelco service areas as well as in other portions of
Lafourche Parish in southern Louisiana.

Vision Communications, LLC (“Vision”), a wholly-owned subsidiary of Latelco, offers
video programming service in all of the Latelco service area as well as in other portions of
Lafourche Parish in southern Louisiana. Vision also offers broadband Internet services
throughout its service territory.




                                               10


SJI is a certificated competitive local exchange carrier in the state of Louisiana, and has
entered into an interconnection agreement with AT&T, but currently does not provide
service.
Transferee:

EATEL is a wholly owned subsidiary of EATELCORP. EATELCORP is the parent
company of the following entities: Advanced Tel, L.L.C. (“Advanced Tel”), EATEL Video,
L.L.C., and East Ascension Telephone Company, L.L.C. TLX Communications, Inc.
(“TLX”) is a wholly owned subsidiary of Advanced Tel.

Advanced Tel and TLX are authorized to provide domestic and international long distance
services. Advanced Tel is authorized to provide intrastate long distance services
(interexchange services) in Louisiana, Texas, Mississippi and Alabama. Advanced Tel is
also an internet service provider in Louisiana. TLX is authorized to provide intrastate long
distance services (interexchange services) in Louisiana, Mississippi and Alabama.

Advanced Tel and TLX are also certificated as competitive local exchange carriers in
Louisiana. Advanced Tel provides competitive local service in Denham Springs and
Donaldsonville, Louisiana (both served by incumbent AT&T) and plans to provide
competitive service in the future in Baton Rouge, Louisiana (also in AT&T incumbent
territory).

EATEL Video, L.L.C. is a video services provider in the City of Gonzales, the Town of
Sorrento, the Village of Port Vincent, the Village of French Settlement, the Village of
Killian, and portions of Ascension and Livingston Parishes.

East Ascension Telephone Company, L.L.C. (“East Ascension”) is the incumbent local
exchange carrier providing exchange and exchange access services in portions of Ascension
and Livingston Parish, Louisiana. Within the exchanges of Galvez, Gonzales, Dutchtown,
Sorrento, Maurepas and French Settlement, East Ascension serves approximately 27,205
access lines.

(3) Statement as to how the application fits into one or more of the presumptive
streamlined categories in Section 63.03 of the Commission’s Rules or why it is otherwise
appropriate for streamlined treatment

The instant Application is entitled to streamlined processing under Section 63.03(b))(2) (iii)
of the Commission’s Rules because (a) applicant local exchange carriers collectively serve
fewer than two (2) percent of the nation's subscriber lines; to the extent competitive local
exchange service is offered, it is offered within the service territory of a dominant local
exchange telephone company that is not a party to the proposed transaction; and there are no
new overlapping or adjacent local service areas among applications arising as a result of the
proposed transactions; and (b) the proposed transfer would result in EATEL subsidiaries and
affiliates having a market share in the interstate, interexchange market of less than 10
percent.




                                               11


Altogether, the Applicants’ local exchange operations serve approximately 36,040 access
lines in rural portions of southern Louisiana. This comprises a minute fraction of the
approximate 162,000,000 access lines and VoiP subscriptions in the nation. See Federal
Communications Commission: Trends in Telephone Service, September 2010 (Table 8.1,
End-User Switched Access Lines and VoIP Subscriptions as of December, 2008). Further,
Applicants’ relevant service territories neither overlap nor are adjacent. Finally, the
Applicants’ combined interexchange operations serve fewer than one percent (1.0%) of the
interstate, interexchange market.

The proposed transaction will have no adverse effect on competition. The Applicants’
affiliates’ and subsidiaries’ markets are individually and collectively so small that the
proposed transaction will have no perceptible effect on competition. Grant of streamlined
treatment for this Application is consistent with Commission precedent.

(4) Identification of all other Commission applications related to the same transaction

The following wireless interests are involved in the proposed transaction, and, accordingly,
joint applications seeking authorization to transfer control of these licenses will be filed with
the Commission:

KNKP524 (Rural Radio) held by Latelco

 (5) Statement of whether the applicants are requesting special consideration because
either party to the transaction is facing imminent business failure

Neither party to the transaction is facing imminent business failure. Therefore, Applicants are
not requesting special consideration for this reason.

(6) Identification of any separately filed waiver requests being sought in conjunction
with the transaction

No separately filed waiver requests are being sought in conjunction with the transaction.

(7) Statement showing how grant of the application will serve the public interest,
convenience and necessity, including any additional information that may be necessary
to show the effect of the proposed transaction on competition in domestic markets

The proposed ownership structure and investment participation will enable the continued
provision of high-quality communications services to SJI customers. In addition, economic
and strategic efficiencies will result from the transaction, benefiting the current subscribers of
both companies. Because the telecommunications providers owned or controlled by
EATELCORP do not provide local service in the areas served by the SJI Companies,
competition will not be adversely affected by consummation of the proposed transaction.




                                               12




ATTACHMENT 1










                                                                                                                             Approved by OMB
                                                                                                                                    3060-0589
                                 FEDERAL COMMUNICATIONS COMMISSION                                          SPECIAL USE
                       REMITTANCE ADVICE (CONTINATION SHEET)
                                             FORM 159-C                                                     FCC USE ONLY
                                                   2 of__3
                                            Page No__
                                       USE THIS SECTION ONLY FOR EACH ADDITIONAL APPLICANT
                                          SECTION BB – ADDITIONAL APPLICANT INFORMATION
(13) APPLICANT NAME
SJI Holdings, LLC
(14) STREET ADDRESS LINE NO.1
112 West 10th Street
(15) STREET ADDRESS LINE NO. 2
PO Box 188
(16) CITY                                                                              (17) STATE         (18) ZIP CODE
Larose                                                                                 LA                            70373
(19) DAYTIME TELEPHONE NUMBER (include area code)                  (20) COUNTRY CODE (if not in U.S.A.)
985-693-0215
                                              FCC REGISTRATION NUMBER (FRN) REQUIRED
(21) APPLICANT (FRN)                                               (22) FCC USE ONLY
0021183090
                    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


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                                        SEE PUBLIC BURDEN ON REVERSE                    FCC FORM 159-C                       FEBRUARY 2003


                                                                                                                             Approved by OMB
                                                                                                                                    3060-0589
                                 FEDERAL COMMUNICATIONS COMMISSION                                          SPECIAL USE
                       REMITTANCE ADVICE (CONTINATION SHEET)
                                             FORM 159-C                                                     FCC USE ONLY
                                                   3 of__3
                                            Page No__
                                       USE THIS SECTION ONLY FOR EACH ADDITIONAL APPLICANT
                                          SECTION BB – ADDITIONAL APPLICANT INFORMATION
(13) APPLICANT NAME
EATEL Acquisition, L.L.C.
(14) STREET ADDRESS LINE NO.1
913 South Burnside Avenue
(15) STREET ADDRESS LINE NO. 2


(16) CITY                                                                              (17) STATE         (18) ZIP CODE
Gonzales                                                                               LA                            70737
(19) DAYTIME TELEPHONE NUMBER (include area code)                  (20) COUNTRY CODE (if not in U.S.A.)
225-621-4498
                                              FCC REGISTRATION NUMBER (FRN) REQUIRED
(21) APPLICANT (FRN)                                               (22) FCC USE ONLY
0021121579
                    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


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                                        SEE PUBLIC BURDEN ON REVERSE                    FCC FORM 159-C                       FEBRUARY 2003



Document Created: 2011-09-30 13:14:47
Document Modified: 2011-09-30 13:14:47

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