TelePacific Signed L

PETITION submitted by US Department of Justice

TelePacific LOA

2016-09-09

This document pretains to ITC-T/C-20160307-00115 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016030700115_1148784

TelePacific c o m omou n C A T iO n § VIA U.S. MAIL AND ELECTRONIC MAIL September2, 2016 Assistant Attorney General for National Security National Security Division U.S. Department of Justice 600 E St. N.W., Suite 10000 Washington, D.C. 20004 Attn: Team Telecom FIRS—TT@usdoj.gov Assistant Secretary of Policy U.S. Department of Homeland Security 3801 Nebraska Avenue, N.W. Washington, D.C. 20528 Attn: Director Foreign Investment and Trade Policy IP—FCC@hq.dhs.gov Ladies and Gentlemen: By letters dated March 2, 2005, July 24, 2006, February 6, 2007, March 7, 2011, October 18, 2011 and an August 25, 2010 amendment to a then—pending FCC transfer application in WC Docket 10—156 (together, the "Commitment Documents") (all attached hereto), U.S. TelePacific Corp., a wholly owned subsidiary of U.S. TelePacific Holdings Corp. (together, the "Company"), made certain commitments to the U.S. Department of Justice ("DOJ"), including the Federal Bureau of Investigation ("FBI"), and to the U.S. Department of Homeland Security ("DHS"). Those commitments addressed national security, law enforcement and public safety concerns raised with regard to the Company‘s applications to the Federal Communications Commission (*FCC") regarding the transfer of certain assets from Pac—West Telecomm, Inc. to U.S. TelePacific Corp., transfers of control of Mpower Communications Corp. and Arrival Communications, Inc. to Company, the transfer of certain assets from O1 Communications, Inc. to U.S. TelePacific Corp., the transfer of control of NextWeb, Inc. to U.S. TelePacific Corp., and the transfer of control of TelePacific Communications Co. (f/k/a Tel West Network Services Corporation) to U.S. TelePacific Corp., 1'espective1y.I By this letter, the Companyagrees to extend the commitments made in the Commitment Documents to address anynational security, law enforcement and public safety concerns that may be raised with regard to the application filed at the FCC for authority pursuant to Section 214 ofthe Communications Act of 1934, as amended, for the transfer of control of FCC international and domestic authorizations, to wit, the transfer of control of DSCI, LLC to Company. 1 While Company submitted a letter dated. July 18, 2011, in connection with a transaction to acquire assets from IXC Holdings, Inc., the Companysubsequently notified the FCC and DOJ on March 26, 2012 that the transaction would not be consummated and the assets would not be operated by Company purusant to the lefter dated July 18, 2011. 515 S. Flower Street, 47th Floor, Los Angeles, California 90071

In particular, this letteris being submitted for the purpose of extending the commitments made in the Commitment Documents by the Company to the operations of DSCI, LLC and its subsidiary, DSCI Corporation of Virginia, Inc., following their acquisition by the Company. Asa result, following the acquisition, the commitments as set forth in the Commitment Documents will apply with full force and effect to the Company‘s wholly owned telecommunications operating subsidiaries: U.S. TelePacific Corp., Mpower Communications Corp., Arrival Communications, Inc., NextWeb, Inc., TelePacific Communications Co. ({/k/a Tel West Network Services Corporation), and, upon consummation ofthe proposed transferof controltransaction, DSCI, LLC and DSCI Corporation of Virginia, Inc. (together, "Operating Subsidiaries"). In addition, the Company agrees that it and its Operating Subsidiaries will comply withall applicable lawful interception statutes, regulations, and requirements, including the Communications Assistance for Law Enforcement Act (CALEA) and its implementing regulations, and with all court orders and other legal process for lawfully authorized electronic surveillance. As part of complying with CALEA and its implementing regulations, the Company agrees thatit and its Operating Subsidiaries will implement and maintain a CALEA solution or solutions that is or are in full compliance with CALEA‘s capability requirements. The Company further agrees that to the extent any issues or problems arise with respect to conducting lawfully authorized electronic surveillance or withit orits operating subsidiaries‘ CALEA solution or solutions, it and its Operating Subsidiaries will work diligently with law enforcementto resolve the issues or problems. Finally, the Company hereby confirms that Mr. Michael Cowan, the designated contact set forth in U.S. TelePacific Corp.‘s February 4, 2016 letter, is the Company‘s designated—point of contact forall of the Company‘s Operating Subsidiaries to hold authority and responsibility for accepting and overseeing compliance with wiretap orders, electronic surveillance orders, pen/trap orders, subpoenas or other legal process by U.S. law enforcement authorities for lawfully authorized electronic surveillance or U.S. records, in accordance with the Commitment Documents. The Company also agrees that it will promptly notify DOJ and DHS of any change in such designation or any additional designees. Mr. Cowan has his office in the United States, is a citizen ofthe United States, is resident in the United States, and already has a security clearance to accept and process National Security Letters. Mr. Cowan‘s contact information is: Michael I. Cowan General Counsel Office Address: 515 S. Flower Street, 47th Floor Los Angeles, CA 90071—2201 Tel. (Landline): 213—223—4470 Tel. (Cell): 213—545—4470 Email: mcowan@telepacific.com Home Address: 2124 Parnell Avenue Los Angeles, CA 90025—6318 Tel. (Landline): 310—470—8248 Tel. (Cell): 310—409—9191 Email: michael@micowan.com

All correspondence to the JOJ and DHS under the Commitment Documents will be directed to the addressees at the addresses provided on the first page of this letter. In addition, a courtesy electronic copyof all notices and communications will be forwarded to bermel.par@usdoj.gov and Joanne.ongman@uado].gov. We anderstand that, upon execution ofthis letter by an authorized representative ofr attorney for the Company, the DOJ, PBI, and DHS shell notify the FCC that the DOJ, FBI, and DHS have no objection to the FCC‘s grant of the Company‘s application filed with the FCC. Sincerely, U.S. TelePacific Holdings Corp. U.8, TelePacific Corp. By: fiAMQW Néefae: Richerd A. Jalkut / Titlo: President & Chief Executive Officer Date: 09/02//5 Attachments: March 2005 Commitment Letter (Pac—West Telecomm;) July 2006 Commitment Letter (Mpower Communications) February 2007 Commitment Letter (Arrival Communications) August 2010 Amendment (01 Communications) March 2011 Commitment Letter (NextWeb) October 2011 Commitment Letter (Tel West) D81/ 88045770.4

MAR. 2.2005 4149PM TELEPACIFIC NO. 597 P.173 TelePacific cCO M OM OL NT C A T P G N & March 2, 2005 Laura W. Parsky Deputy Assistant Attorney General Office of the Assistant Attorney General Criminal Division— Room 2113 United States Department of Justice 950 Pennsylvania Avenue, N.W. Washington, D.C. 20530 Patrick W. Kelley Deputy General Counsel Federal Bureau of Investigation 935 Pennsylvania Avenue, N.W. Washington, D.C. 20535 Tina W. Gabbrielli Director of Intelligence Coordination and Special Infrastructure Protection Programs Office of Infrastructure Protection Tnited States Department of Homeland Security Washington, DC 20528 Dear Ms. Parsky, Ms. Gabbrielli, and Mr. Kelley: This letter outlines the commitments made by U.S. TelePacific Corp. ("the Company"), to the U.S. Department of Justice ("DOJ"), including the Federal Bureau ofInvestigation ("FBI), and to the U.$. Department of Homeland Security ("DHS"), in order to address national security, law enforeement and public safety concerns raised with regard to the Company‘s application to the Federal Communications Commission ("FCC") for authority pursuant to Section 214 ofthe Communications Act of 1934, as amended, for the transfer of assets of an authorized U.S. international and domestic common carrier, to wit, the transfer of certain customer accounts from Pac—West Telecomm, Inc. to the Company, The Company agrees that, for all customer billing records, subscriberinformation, or any other related information used, processed, or maintained in the ordingry course of business relating to communications services offered to U.S. persons, but not including subscriber listing information that the Company makes available for publication in public telephone books and public directory assistance in the normal course of business, ("U.§. records"), the Company will 515 South Flower Street, 47th Floor, Los Angeles, Cellfornla gooyt—2201 Telaphone: 213/213—3000 Fax: 213/213—2100 wwwtelepacific.com

MAR. 2.2005 4:40PM TELEPACIFIC NO. 597 P.2273 store such U.S. records exclusively in the United States. For these purposes, U.S. records shall include information disclosable to a U.S. federal or state governmental entity under the procedures specified in Sections 2703(c) and (d) and Section 2709 of Title 18 of the United States Code. The Company agrees to ensure that U.S. records are not made subject to mandatory destruction under any foreign laws. The Company agrees to take all practicable measures to prevent unauthorized access to or disclosure ofthe content of communications or U.S. records, in violation of any U.S. federal, state, or local laws or of the commitments set forth in this letter, The Company agrees that it will not, directly or indirectly, knowingly disclose or permit disclosure of or access to U.S8. records, or to any information (including the content of communications) pertaining to an order to intercept communications, an order for a pen register or a trap and trace device, a subpoena or other lawful demand by a U.S, law enforcement agency for U.S. records, to any person if the purpose of such disclosure or access is to respond to the legal process or request on behalf of a non—U.8. government withoutfirst satisfying all pertinent requirements of U.S. law and obtaining the express written consent of the DOJ and DHS or the authorization of a court of competent jnrigdiction in the United States, The term "non—U.S. government" means any government, including an identified representative, agent, component or subdivision thereof, that is not a local, state or federal government in the United States, Any such requests or legal process submitted by a non—U.S. government to the Company shall be reforred to the DOJ and DHS as soon as possible, and in no event later than five (5) business days after such request or legal process is received by and known to the Company, unless the disclogure of the request or legal process would be in violation of U.S. law or an order of a court in the U.S. The Company also agrees that it will, within ten (10) days from the date of this lefter, degignate one or more points of contact within the United States with the authority and responsibility for accepting and oversesing compliance with a wiretap order, pen/trap order, subpoena or other lawful demand by U.S. law enforcement authorities for the content of commmnications or U.S. records. The points of contact will be assigned to an office of the Company located in the United States, Upon designation, the Company will notify the FBI, DOJ and DHS in writing of the points of contact, and thereafter shall promptly notify the FBI, DOJ and DHS of any change in such designation. The points of contact shall be resident U.S. citizens, and the Company shall cooperate with any request by a U.S. government authority that a background check or security clearance process be completed for a designated point of contact. The Company agrees that it will notify the PBY, DOJ and DHS promptly if there are material changes in any of the facts as represented in this letter or in the event that the Company acquires, directly or indirectly, by ownership in fee, indefeasible right ofuse, or lease, any significant new facility, including, without limitation, a switch, an international communications transmission facility, or other major trangmission facility. All notices to be provided to the FBI, DOJ or DHS shall be directed to the named addressees ofthis letter. The Company agrees that, in the event the commitments set forth in this letter are breached, in addition to any other remedy available at law or equity, the DOJ, FBI or DHS may request that the FCC modify, condition, revoke, cancel, or render null and void any relevant license, permit, or other authorization granted by the FCC to the Company or any successor—in—

MAR. 2.2M05 4:41PM TELEPACIFIC NO. 597 P.373 interest fo the Company. Nothing hercin shall be construed to be a waiver by the Company of, or limitation on, its right to oppose or comment on any such request. ‘We understand that, upon execution of this letter by an authorized representative or attorney for the Company, the DOJ, FBI and DHS shall notify the FCC that the DOJ, FBI and DHS have no objection to the FCC‘s grant ofthe Company‘s application filed with the FCC, Sincerely, T.8. TelePacific Corp, Date: March 2, 2005 By: Printed Name: Richard A. Jalkut Title: President and Chief Executive Officer

JUL. 21. 2006 1147PM TELEPACIFIC NO. 815 P.173 TelePacific F o M ND N ic A T3 O N S July 24, 2006 Benton J. Campbell Acting Deputy Assistant Attorney General Criminal Division United States Department of Justice 950 Pennsylvania Avenue, N.W. Washington, D.C. 20530 Elaine N. Lammext Deputy General Counsel Federal Bureau ofInvestigation 935 Pennsylvania Avenue, NW. Washington, D.C, 20535 Stewart Baker Assistant Secretary for Policy United States Department ofHomeland Security 3801 Nebraska Avenue, N.W. Washington, D.C. 20528 Dear Ms. Lammert, Mr. Baker, and Mr. Campbell; By lefter dated March 2, 2005 (the 2005 Commitment Letter"), U.S. TelePacific Corp., a wholly owned subsidiary ofU,$. TelePacific Holdings Corp. (the "Company‘), made certain commitments to the U.S. Department of Justice ("DOJ), including the Federal Rureau of Investigation ("FBI"), and to the U.S. Department of Homeland Security ("DHS"). Those commitments addressed national security, law enforcement and public safety concerns raised with regard to an application to the Federal Communications Commission ("FCC") regarding the transfer of certain assots from Pac—West Telecomm, Inc. to U.S. TelePacific Corp. By this letter, the Company agrees to extend the commitments made in the 2005 Commitment Letter to address any national security, law enforcement and public safety concems that may be raised with regard to the application filed at the FCC for authority pursuant to Section 214 of the Communications Act of 1934, as amended, for the transfer of control of an authorized U.S, international and domestic common cartier, to wit, the transfer of control of Mpower Communications Corp., through the acquisition of the stock of its parent, Mpower Holding Corporation, by the Company. ................................................................... g15 South Flower Street, 47th Floor, Los Angeles, California gooyrerz01 Telephone: 113/213—3000 Fox: 213/213—3100. wowntelopacific.com

JUL. 21. 2006 11 48PM TELEPACIFIC No. 815 P.273 July 24, 2006 Pago 2 In particular, this lefter is being submitted for the purpose of extending the commitments made in the 2005 Commitment Letter by U.S. TelePacific Corp., to the operations of Mpower Communications Corp. following its acquisition by the Company. As a result, following the acquisition, the commnitments as set forth in the 2005 Commitment Letter will apply with full force and effect to both ofthe Company‘s wholly owned telecommunications operating subsidiaries: U.S. TelePacific Corp. and Mpower Communications Corp. In addition, on March 9, 2005, U.S. TelePacific Corp. designated a point of contact to hold authority and responsibility for accepting and overseeing compliance with a wiretap order, pen/trap order, subpoena or other lawful demand by (J.8. law enforcement authorities for the content of communications or U.S. records, in accordance with the 2005 Commitment Leiter. The Company hereby confitms that Mr, Brich E. Everbach, the designated contact set forth in U.$. TelePacific Cotp.‘s March 9, 2005 letter for U.8, TelePacific Corp., including the customers acquired from Pac=West Telecomm, Inc., will also serve as the designated contact for Mpower Communications Corp. following its acquisition by the Company. The Company also agrees that it will prompfly notify the FBI, DOJ, and DHS of any change in such designation or any additional designees. Mr. Everbach has his office in the United States, is a citizen of the United States, is resident in the United States, and already has a security clearance to accept and process National Security Letters, Mr. Everbach‘s contact information is: Erich Everbach Sectetary and Ceneral Counsel Office Address: 515 8. Flower Street, 47th Floor Los Aungeles, CA 90071—2201 Telephone: (213) 213—3690 Facsimile: (213) 213—3691 Email: eeverbach@telepacific.com Home Address: 19322 Winged Foot Circle Northridge, CA 91326—1454 Telephone: (818) 368—6987 Email: everbach@earthlink.net We understand that, upon execution ofthis letter by an authorized representative or attorney for the Company, the DOJ, FBI, and DHS shall notify the

JUL. 21. 2006 1:48PM TELEPACIFIC NO. 815 P.373 Tuly 24, 2006 Page 3 FCC that the DOJ, FBI, and DHS have no objfection to the FCC‘s grant ofthe Company‘s application filed with the FCC. Sincerely, U.S. TelePacific Holdings Corp. By: 6: Richard A. Jalkut Title: President & ChiefExecutive Officer Date: July 24, 2006 co: Michael J. Stawasz, Esq. U.8. Department of Justice 950 Pennsylvania Avenue, N.W. Criminal Division Computer Crime and Intellectual Property Section John C. Keeney Building, Suite 600 Washington, D.C. 20330—0001 $209464v4

coo m Mou NoT C a t io N G February 6, 2007 Sigal P. Mandelker Deputy Assistant Attorney General Criminal Division United States Department of Justice 950 Pennsylvania Avenue, N.W. Washington, D.C. 20530 Elaine N. Lammert Deputy General Counsel Federal Bureau of Investigation 935 Pennsylvania Avenue, N.W. Washington, D.C. 20535 Stewart Baker Assistant Secretary for Policy United States Department of Homeland Security 3801 Nebraska Avenue, N.W. Washington, D.C. 20528 Dear Ms. Lammert, Mr. Baker, and Ms. Mandelker: By letter dated March 2, 2005 (the "2005 Commitment Letter") and letter dated July 24, 2006 (the ©2006 Commitment Letter") (together, the "Commitment Letters"), U.S. TelePacific Corp. ("Company"), a wholly owned subsidiary of U.S. TelePacific Holdings Corp., made certain commitments to the U.S. Department of Justice ("DOJ"), including the Federal Bureau of Investigation ("EBI"), and to the U.S. Department of Homeland Security ("DHS"). Those commitments addressed national security, law enforcement and public safety concerns raised with regard to the Company‘s application to the Federal Communications Commission ("FCC") regarding the transfer of certain assets from Pac—West Telecomm, Inc. to U.S. TelePacific Corp. and transfer of control of Mpower Communications Corp. to U.S. TelePacific Holdings. Corp, respectively. By this letter, the Company agrees to extend the commitments made in the Commitment Letters to address any national security, law enforcement and public safety concerns that may be raised with regard to the application filed at the FCC for authority pursuant to Section 214 of the Communications Act of 1934, as amended, for the transfer of control of an authorized U.S. international and domestic common carrier, to wit, the transfer of control of Arrival Communications, Inc. to the Company. In particular, this letter is being submitted for the purpose of extending the commitments made in the Commitment Letters by U.S. TelePacific Holdings Corp., to the operations of ,,,,,,,, DCiNManiage/®4I9BAR4t 3 n 5on n t nc tototot on t oton on n e nb on 6n d s k n on e g k e k s ob on e e e k e n k k2 515 South Flower Street, 47th Floot, Los Angeles, California 9oo71—2201 Telephone: 213/213—3000 Fax: 213/213—3100. wwwtelepacific.com

February 6, 2007 Page 2 Arrival Communications, Inc. following its acquisition by the Company. As a result, following the acquisition, the commitments as set forth in the Commitment Letters will apply with full force and effect to the Company‘s wholly owned telecommunications operating subsidiaries: U.S. TelePacific Corp., Mpower Communications Corp. and Arrival Communications, Inc. In addition, on March 9, 2005, U.S. TelePacific Corp. designated a point of contact to hold authority and responsibility for accepting and oversecing compliance with a wiretap order, pen/trap order, subpoena or other lawful demand by U.S. law enforcement authorities for the content of communications or U.S. records, in accordance with the 2005 Commitment Letter. The Company hereby confirms that Mr. Erich Everbach, the designated contact set forth in U.S. TelePacific Corp.‘s March 9, 2005 letter and affitmed in its July 24, 2006 letter for U.S. TelePacific Corp., including the customers acquired from Pac—West Telecomm, Inc. and U.8. TelePacific‘s Corp.‘s affiliate Mpower Communications Corp., will also serve as the designated contact for Arrival Communications, Inc. following its acquisition by the Company. The Company also agrees that it will promptly notify the FBI, DOJ, and DHS of any change in such designation or any additional designees. Mr. Everbach has his office in the United States, is a citizen of the United States, is resident in the United States, and already has a security clearance to accept and process National Security Letters. Mr. Everbach‘s contact information is: Erich E. Everbach Secretary and General Counsel Office Address: 515 S. Flower Street, 47th Floor Los Angeles, CA 90071—2201 Telephone: (213) 213—3690 Facsimile: (213) 213—3691 Email: eeverbach@telepacific.com Home Address: 19322 Winged Foot Circle Northridge, CA 91326—1454 Telephone: (818) 368—6987 Email: everbach@carthlink.net (THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.) DCiManage/9319841.4

February 6, 2007 Page 3 We understand that, upon execution of this letter by an authorized representative or attorney for the Company, the DOJ, FBI, and DHS shall notify the FCC that the DOJ, FBI, and DHS have no objection to the FCC‘s grant of the Company‘s application filed with the FCC. Sincerely, U.S. TelePacific Holdings Corp.. U.S. TelePacific Corp. By: e: Richard A. Jalkut Title: President & Chief EXecutive Officer Date: February 6, 2007 cc: Joseph Springsteen, Esq. U.S. Department of Justice 950 Pennsylvania Avenue, N.W. Criminal Division Computer Crime and Intellectual Property Section John C. Keeney Building, Suite 600 Washington, D.C. 20530—0001 DCiMenager9319841.4

Confirmation Page Page 1 of 1 Your submission has been accepted [ ECFS Filing Receipt — Confirmation number: 2010825246035 |— 4 Proceeding {7 Name Subject Application filed for the assignment of 10—156 assets of 01 Communications, Inc.to U.S. TelePacific Corp. ‘i Contact Info i Name of Filer: U.S. TelePacific Corp. Email Address: breft.ferenchak@bingham.com Aftorney/Author Name: BreftP. Ferenchak Lawfirm Name (required Bingham McCutchen LLP if represonted by counsel): Address Address For: Author Address Line 1: 2020 K Street, N.W. City: Washington State: DISTRICT OF COLUMBIA Zip: 20006 +4: 1806 Type of Filing: AMENDMENT Document(s} File Name Custom Description Size TPAC—O1 FCC Amendment.pdf 194 KB Disclaimer This confirmation verifies that ECFS has received and accepted your fillng. However, your filing will be rejected by ECFS if it contains macros, passwords, redlining, read— only formatting, a virus, or automated links to other documents. Filings are generally processed and made available for online viewing within one business day of receipt. You may use the link below to check on the status of your filing: http://fiallfoss. fec.gov/ecfs/comment/confirm? confirmation=2010825246035 For any problems please contact the Help Desk at 202—418 ~0193. http://fjallfoss. fec.gov/ecfs/upload/confirm?token=133ymi1js5j1d1e1 Skdiojh188 8/25/2010

BIN C H A M Jean L. Kiddoo Brett P. Ferenchak jean.kiddoo@bingham.com brett.ferenchak@bingham.com August 25, 2010 Pia ECES Marlens H. Dortch, Secretary Federal Communications Commission 445 12th Street, S.W. Room TW—A325 Washington, DC 20554 Re: WC Docket No, 10—156 — In the Matterof the Joint Application of O1 Communications, Inc., Assignor, and U.8, TelePacific Corp., Assignee, for Grant of Authority Pursuant to Section 214 of the Communications Act of 1934, as amended, and Section 63.04 of the Commission‘s Rules to Complete an Assignment of Assets of an Authorized Domestie Section 214 Carrier AMENDMENT Dear Ms, Dortch: Pursuant to the request of Tean Telecom, U.8, TelePacific Corp. files the attached Amendment to the Application, Please direct any questions regarding this filing to us. Respectfully submitted, Baxk Y Trombac. Bosten Eraokfurt Jean L. Kiddoo Hartlord Hfong Kang Brett P. Ferenchak London Los Angetes Counsel for U.S. TelePacific Corp. Hew York Orange County ce: Richard Sofield (DOJ) (Richard.Sofield2@usdoj.gov) SanFranclsco Joanne Ongman (DOJ) (Joanne.Ongman@usdoj.gov) Santa Monica Silican Valley Richard Hagar (DHS) (richard. hagar@dhs.gov) Tokye Glenn Kaminsky (DHS) (glenn.kaminsky@dhs.gov) Washinrton Blngham McCuicheo LLP 2020 K Street HW Washington, 0C 20006—1806 1 +1,202473,6000 1 41.002373,6001 bingham,com Anss833722

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 ) In the Matter of the Joint Application of ) ) O1 COMMUNICATIONS, INC,, ) Assignor, ) ) ) and WC Docket No, 10—156 U.S, TELEPACIEIC CORP,, ) Assignee, ) ) ) For Grant of Authority Pursuant to ) Section 214 of the Communications Act of 1934, ) as amended, and Section 63.04 of the ) Commission‘s Rules to Complete an ) Assignment of Assets of an Authorized ) Domestic Section 214 Carrier ) ) AMENDMENT TO APPLICATION U.S. TelePacific Corp. ("TelePacific®) and O1 Communications, Inc. ("O1" and together with TelePacific, "Applicants"), hereby amend the above—referenced Application to make express Applicants® request that the Commission‘s grant of authority pursuant to section 214 of the Communications Act of 1934, as amended, and Section 63.04 of the Commission‘s Rules be conditioned on the continued compliance of TelePacific and U.8. TelePacific Holdings Corp. ("Holdings") with the terms of the Commitment Letter between TelePacific, Holdings., the U.S. Department of Justice, including the Federal Bureau of Investigations, and the U.S. Department of Homeland Security, dated February 6, 2007, a copy ofwhich is attached hereto. Arsa835722

Applicants furtherrequest that the Commission maintain the Streamlined Pleading Cycle established forthe Application and approve the Application with the condition requested by this Amendment. Respectfully submitted, BaX Y Frombec. Tean L. Kiddoo Brett Ferenchak BNGHAM MCCUTCHEN LLP 2020 K Street, N. W. Washington, DC 20006—1806 202—373—6000 (Tel) 202—373—6001 (Fax) jean.kiddoo@bingham.com brett.ferenchak@bingham.com Counsel for U.S. TelePacific Corp. Dated: August 25, 2010 Ar3as38722

C 0 M M U ND C A T IGO N & March 7, 2011 Mz, Todd Hinnen Acting Assistant Attorney General National Security Division U.8. Department of Justice 950 Pennsylvania Avenue, N.W. Washington, DC 20530 ttelecom@usdof.gov Mr. David Heyman Assistant Secretaryfor Policy United States Department of Homeland Security 3801 Nebraska Avenue, N W. Washington, DC 20528 ip—fec@dhs.gov Dear Assistant Secretary Heyman and Assistant Attorney General Hinnen: By letters dated March 2, 2005 (the "2005 Commitment Letter"), July 24, 2006 (the 2006 Commitment Letter"), and February 6, 2007 (the ©2007 Commitment Letter®), and the August 25, 2010 amendment to a then—pending FCC transfer application in WC Docket 10—156 (the "2010 Amendment") (together, the "Commitment Documents") (all attached hereto), U.S, TelePacific Corp., a wholly owned subsidiary of U.S. TelePacific Holdings Corp. ("Company"), and the Company made certain commitments to the U.S. Department of Justice ("DOJ"), including the Federal Bureau of Investigation ("FBI"), and to the U.S. Department of Homeland Security ("DHS"). Those commitments addressed national security, law enforcement and public safety concerns raised with regard to the Company‘s applicationto the Federal Communications Commission ("FCC") regarding the transfer of certain assets from Pac«West Telecomm, Inc. to U.S. TelePacific Corp., transfers of control ofMpower Communications Corp. and Arvival Communications, Inc., to U.S, TelePacific Holdings Corp., and the fransfer of certain assets from O1 Communications, Inc. to U.S. TelePacific Corp., respectively. Bythis letter, the Company agrees to extend the commitments made in the Commitment Documents to address any national security, law enforcement and public safety concerns that may be raised with regard to the application filed at the FCC for authority pursuant to Section 310(b)(4) of the Communications Act of 1934, as amended, for the transferof control of multiple FCC wireless licenses, to wit, the transfer of control of NextWeb, Inc., to the Company, «0 » * Amsésdsisd t 99 55t on *C* wwwtelepacific.com

March 7, 2011 Page 2 In particular, this Ietteris being submitted for the purpose ofextending the commitments made in the Commitment Documents by U.S, TelePacific Holdings Corp., to the operations ofNextWeb, Inc. following its acquisition by the Company. As a result, following the acquisition, the commitments as set forth in the Commitment Documents will apply with full force and effect to the Company‘s wholly owned telecommunications operating subsidiaries: U.S. TelePacific Corp., Mpower Communications Corp., Arrival Communications, Inc., and NextWeb, Inc. In addition, on March 9, 2005, U.S. TelePacific Corp. designated a point of contact to hold authority and responsibility for accepting and overseeing compliance with a wiretap order, pen/trap order, subpoena or otherlawful demand by U.S. law enforcement authorities for the content of communications or U.S, records, in accordance with the 2005 Commitment Letter, The Company hereby confirms that Mr. Erich Everbach, the designated contact set forth in U.S. TelePacific Corp.‘s March 9, 2005 letter and affirmed in its subsequent Commitment Documents, will also serve as the designated contact for NextWeb, Inc. following its acquisition by the Company. The Company also agrees that it will promptly notify DOJ and DHS of any change in such designation or any additional designees. Mr. Everbach has his office in the United States, is a citizen of the United States, is resident in the United States, and already has a security clearance to accept and process National Security Letters, Mr. Everbach‘s contact information is: Erich E. Everbach Senior Vice President and General Counsel Office Address: 515 S. Flower Street, 47th Floor Los Angeles, CA 90071—2201 Telephone: (213) 213—3690 Facsimile; (213) 213—3691 Email: eeverbach@telepacific.com Home Address: 19322 Winged Foot Circle Northridge, CA 91326—1454 Telephone: (818) 368—6987 Email: everbach@earthlink.net All correspondence to DOJ and DHS under this LOA will be directed to the addressees at the addresses provided on the first page of the LOA. In addition, a courtesy electronic copyof all notices and communications will be forwarded to ttelecom@usdoj.gov. AF13630346.2

March 7, 2011 Page 3 We understand that, upon execution ofthis letterby an authorized representative or attorney for the Company, the DOJ, FBI, and DHS shall notify the FCC that the DOJ, FBI, and DHS have no objection to the FCC‘s grant of the Company‘s application filed with the FCC. Sincerely, U.S. TelePacific Holdings Corp. U.S. TelePacific Corp. By: ame: Richard A, Jalkut Title: President & Chief Executive Officer Date: March 7, 2011 Attachments: 2005 Commitment Letter 2006 Commitment Letter 2007 Commitment Letter 2010 Amendment AFT3630546.2

.\ TelePacific VL‘DMML/I\IIL'ATIDNS October 18, 2011 Ms. Lisa O. Monaco Assistant Attorney General National Security Division U.S. Department of Justice 950 Pennsylvania Avenue, N. W. Washington, DC 20530 ttelecom@usdoj.gov Mr. David Heyman Assistant Secretary for Policy United States Department of Homeland Security 3801 Nebraska Avenue, N.W. Washington, DC 20528 ip—fec@dhs.gov Dear Assistant Secretary Heyman and Assistant Attorney General Monaco: Byletters dated March 2, 2005, July 24, 2006, February 6, 2007, March 7, 2011, and July 18, 2011, and an August 25, 2010 amendment to a then—pending FCC transfer application in WC Docket 10—156 (together, the "Commitment Documents") (all attached hereto), U.S. TelePacific Corp., a wholly owned subsidiary of U.S. TelePacific Holdings Corp. ("Company"), made certain commitments to the U.S. Department of Justice ("DOJ"), including the Federal Bureau of Investigation ("FBI"), and to the U.S. Department of Homeland Security ("DHS"). Those commitments addressed national security, law enforcement and public safety concerns raised with regard to the Company‘s application to the Federal Communications Commission ("FCC") regarding the transfer of certain assets from Pac—West Telecomm, Inc. to U.S. TelePacific Corp., transfers of control of Mpower Communications Corp. and Arrival Communications, Inc. to Company, the transfer of certain assets from 01 Communications, Inc. to U.S. TelePacific Corp., the transfer of control of NextWeb, Inc. to U.S. TelePacific Corp., and the transfer of certain assets from IXC Holdings, Inc. to TelePacific Managed Services, respectively. Bythis letter, the Company agrees to extend the commitments made in the Commitment Documents to address any national security, law enforcement and public safety concerns that may be raised with regard to the application filed at the FCC for authority pursuant to Section 214 of the Communications Act of 1934, as amended, for the transfer of control of FCC international and domestic authorizations, to wit, the transfer of control of Tel West Network Services Corporation("Tel West"), to the Company. 515 South Flower Street, 47th Floor, Los Angeles, California g0071—2201 www.telepacific.com

In particular, this letteris being submitted for the purpose of extending the commitments made in the Commitment Documents by the Company to the operations of Tel West following its acquisition by the Company.‘ As a result, following the acquisition, the commitments as set forth in the Commitment Documents will apply with full force and effect to the Company‘s wholly owned telecommunications operating subsidiaries: U.S. TelePacific Corp., Mpower Communications Corp., Arrival Communications, Inc., NextWeb, Inc., TelePacific Managed Services and, upon consummation of the proposed transfer of control transaction, Tel West (together, "Operating Subsidiaries"). In addition, the Companyagrees that it and its Operating Subsidiaries will comply with all applicable lawful interception statutes, regulations, and requirements, including the Communications Assistance for Law Enforcement Act (CALEA) and its implementing regulations, and with all court orders and otherlegal process for lawfully authorized electronic surveillance. As part of complying with CALEA and its implementing regulations, the Companyagrees that it and its Operating Subsidiaries will implement and maintain a CALEA solution or solutions that is or are in full compliance with CALEA‘s capability requirements. The Company further agrees that to the extent any issues or problems arise with respect to conducting lawfully authorized electronic surveillance or with it or its operating subsidiaries‘ CALEA solution or solutions, it and its Operating Subsidiaries will work diligently with law enforcement to resolve the issues or problems. Finally, the Company hereby confirms that Mr. Erich E. Everbach, the designated contact set forth in U.S. TelePacific Corp.‘s March 9, 2005 letter and affirmed in its subsequent Commitment Documents, is the Company‘s designated—a point of contact forall of the Company‘s Operating Subsidiaries to hold authority and responsibility for accepting and overseeing compliance with wiretap orders, electronic surveillance orders, pen/trap orders, subpoenas or other legal process by U.S. law enforcement authorities for lawfully authorized electronic surveillance or U.S. records, in accordance with the Commitment Documents. The Companyalso agrees that it will promptly notify DOJ and DHS of any change in such designation or any additional designees. Mr. Everbach has his office in the United States, is a citizen of the United States, is resident in the United States, and already has a security clearance to accept and process National Security Letters. Mr. Everbach‘s contact information is: Erich E. Everbach Senior Vice President and General Counsel Office Address: 515 S. FlowerStreet, 47th Floor Los Angeles, CA 90071 —2201 Telephone: (213) 213—3690 Facsimile: (213) 213—3691 Email: eeverbach@telepacific.com 1 Tel West is the general partner of ICG ChoiceCom, L.P., which only provides intrastate wholesale services in Texas to Tel West, and does not provide telecommunications services to any end user customers. The commitments set forth herein will apply with full force and effect to the services that ICG ChoiceCom, L.P. provides to Tel West. A/74548341.3

Home Address: 19322 Winged Foot Circle Northridge, CA 91326—1454 Telephone: (818) 368—6987 Email: everbach@earthlink.net All correspondence to DOJ and DHS under the Commitment Documents will be directed to the addressees at the addresses provided on the first page of this letter. In addition, a courtesy electronic copyofall notices and communications will be forwarded to joanne.ongman@usdoj.gov. We understand that, upon execution of this letter by an authorized representative or attorney for the Company, the DOJ, FBI, and DHS shall notify the FCC that the DOJ, FBI, and DHS have no objection to the FCC‘s grant of the Company‘s application filed with the FCC. Sincerely, U.S. TelePacific Holdings Corp. U.S. TelePacific Corp. y __{(xchuurl Q W Nante: Richard A. Jalkut Title: President & Chief ExecutlveOfficer Date: October 18, 2011 Attachments: March2005 Commitment Letter (Pac—West Telecomm) July 2006 Commitment Letter (Mpower Communications) February 2007 Commitment Letter (Arrival Communications) August 2010 Amendment (01 Communications) March 2011 Commitment Letter (NextWeb) July 2011 Commitment Letter (IXC Holdings) A/74548341.3


Document Created: 2016-09-09 12:30:34
Document Modified: 2016-09-09 12:30:34
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