Attachment Exhibit 1(final).pdf

This document pretains to SCL-MOD-20131114-00012 for Modification on a Submarine Cable Landing filing.

IBFS_SCLMOD2013111400012_1025582

Exhibit 1 CABLE LANDING LICENSE MODIFICATION – REQUEST TO ADD PRO FORMA CONDITION Pursuant to An Act Relating to the Landing and Operation of Submarine Cables in the United States1 and Section 1.767 of the Federal Communications Commission’s (“FCC”) rules,2 Wavecom Solutions Corporation (“Wavecom”) and tw telecom of hawaii l.p. (“tw telecom of hawaii,” together the “Applicants”) hereby jointly request that the Commission approve the modification of the landing license for the Hawaii Island Fiber Network (File No. SCL-MOD- 20001025-00036, which amended File No. SCL-LIC-19950627-00024),3 formerly known as the GST Interisland Cable. The submarine cable, which is operated on a common carrier basis, is now 50 percent owned by Wavecom, a wholly-owned subsidiary of Hawaiian Telcom, Inc. (“HTI”), and 50 percent owned by tw telecom of hawaii, a wholly-owned indirect subsidiary of tw telecom inc.4 I. DESCRIPTION OF PROPOSED MODIFICATION Applicants request that the License be modified to permit the owners to complete pro forma transfers of control and assignments pursuant to 47 U.S.C. § 1.767(g)(7).5 No other changes to the License are requested by this Application. 1 47 U.S.C. §§ 34-39 (the “Cable Landing License Act”). 2 47 C.F.R. § 1.767. 3 Hereinafter, the cable system will be referred to as the “submarine cable” and the FCC license associated with this system will be referred to as “the License.” 4 GST Interisland Order, 11 FCC Rcd 3024 (Int’l Bur. 1996); GST Modification Order, 16 FCC Rcd 869 (Int’l Bur. 2001). 5 The Commission permitted licensees to seek cable landing station license modifications to add the pro forma condition in Review of Commission Consideration of Applications under the Cable Landing License Act, IB Docket No. 00-106, FCC 01-332, ¶ 63 (rel. Dec. 14, 2001).

II. WAVECOM INFORMATION REQUIRED BY SECTION 1.767 OF THE COMMISSION’S RULES (1) Name, Address, and Telephone Number of co-Applicant Wavecom Solutions Corporation 1177 Bishop Street Honolulu, Hawaii 96813 Phone: 808-546-3877 (2) Government, State, or Territory Under the Laws of Which Applicant Is Organized Wavecom is a corporation organized under the laws of the State of Hawaii. (3) Contact Information Copies of all pleadings, correspondence, notices, and other communications should also be sent to co-Applicant’s counsel as follows: JOHN T. KOMEIJI, ESQ. FRANCIS MUKAI, ESQ. Hawaiian Telcom, Inc. 1177 Bishop Street Honolulu, Hawaii 96813 Phone: 808-546-1278 Fax: 808-546-8992 Email: john.komeiji@hawaiiantel.com Phone: 808-546-1278 Fax: 808-546-7049 Email: francis.mukai@hawaiiantel.com With copies to: GREGORY J. VOGT, Esq. Law Offices of Gregory J. Vogt, PLLC 101 West Street Suite 4 Black Mountain, NC 28711 Phone: 828-669-2099 Email: gvogt@vogtlawfirm.com 2

(4) Description of the Cable Wavecom jointly holds the submarine cable (File No. SCL-MOD-20001025-00036, which modified SCL-LIC-19950627-00024).6 (5) Landing Points The landing points for the submarine cable are entirely within the State of Hawaii and continue to be the same as those contained in the original granted application. (6) Method of Regulation The submarine cable will continue to be operated on a common carrier basis. (7) List of Wavecom Owners Hawaiian Telcom Holding Co. (“Holdco.) is the ultimate parent company that indirectly wholly owns Wavecom. Holdco common stock is publicly traded and is widely held7 and has two stockholders with a greater than 10 percent ownership as follows: Twin Haven Capital Partners, LLC 11111 Santa Monica Blvd. Suite 525 Los Angeles, CA 90025 Place of incorporation: Delaware Percent ownership: 13.1% U.S. corporation owned by U.S. shareholders Contact: Mike Vinci 6 The transfer of control of Wavecom to HTI was approved by the Commission. Wavecom Solutions Corporation, Transferor, and Hawaiian Telcom, Inc., Transferee, Applications for Consent to Transfer of Control, WC Docket No. 12-206, DA 12-2096 (Chiefs WCB, IB & WTB, rel. Dec. 28, 2012) (“HTI-Wavecom Merger Order”). HTI represents that it will continue to abide by the terms of the conditions imposed by the HTI-Wavecom Merger Order. Wavecom states that it has previously undergone a “Team Telecom” review, and has in place a Letter of Assurance (“LOA”) with the relevant U.S. Executive Branch agencies governing its operations of the submarine cable. Id., ¶¶ 35-36. 7 See id. ¶¶ 4-5. Wavecom is a wholly owned subsidiary of HTI. 3

BDCM Opportunity Fund III, L.P. 55 East 52nd Street New York, NY 10055 Place of registration: Delaware Percentage ownership: 17.1% U.S. partnership controlled by U.S. managing principal Contact: Stephen H. Deckoff The Commission has previously permitted shareholders of HTI’s indirect parent to be 100 percent foreign owned, subject to some restrictions in which Holdco and all of its affiliates are currently in compliance.8 (8) Certification and Ownership Information Required by Sections 63.18(h)-(k) and (o) of the Commission’s Rules Information requested by Section 63.(h): Information concerning the ownership of Wavecom is provided in response to question (7) above. Information requested by Section 63.18(i): Wavecom certifies that it is not a foreign carrier within the meaning of Section 63.09(d) of the Commission’s rules nor is it affiliated with any foreign carriers within the meaning of Section 63.09(e) of the Commission’s rules. Information requested by Section 63.18(j): Wavecom certifies that it does not seek to provide international telecommunications services to any country where: (i) it is a foreign carrier in that country; or (ii) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of HTI and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing of international basic telecommunications services in the United States. HTI certifies that it does not seek to provide international telecommunications services to countries where it controls foreign carriers. 8 HTI-Wavecom Merger Order, ¶ 34. 4

Information requested by Section 63.18(k): HTI certifies that it is not affiliated with any foreign carriers, and is therefore not affiliated with any foreign carriers that have market power in the named foreign country. See 47 C.F.R. § 63.10(a)(3). Information requested by Section 63.18(o): Wavecom certifies, pursuant to Sections 1.2001 through 1.2003 of the Commission’s rules, that neither it, nor any of its affiliates, or any officer or director of it or its affiliates is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998, 21 U.S.C. § 853a. (9) Certification of Compliance with Routine Conditions Wavecom certifies that it accepts and will abide by the routine conditions set forth in Section 1.767(g) of the Commission’s rules, 47 C.F.R. § 1.767(g). (10) and (11) are inapplicable to this modification application. III. TW TELECOM OF HAWAII INFORMATION REQUIRED BY SECTION 1.767 OF THE COMMISSION’S RULES (1) Name, Address, and Telephone Number of Applicant tw telecom of hawaii l.p. 550 Paiea Street Suite 238 Honolulu, HI 96819 Phone: 206-676-8052 (2) Government, State, or Territory Under the Laws of Which Applicant Is Organized tw telecom of hawaii is a limited partnership organized under the laws of the State of Delaware. (3) Contact Information Copies of all pleadings, correspondence, notices, and other communications should also be sent to co-Applicant’s counsel as follows: 5

GREGORY T. DIAMOND, ESQ. Vice President, Regulatory tw telecom inc. 10475 Park Meadows Drive Littleton, CO 80124 Phone: 206-676-8052 Email: Greg.Diamond@twtelecom.com With copies to: MIA GUIZZETTI HAYES, ESQ. Willkie Farr & Gallagher LLP 1875 K Street, N.W. Washington, D.C. 20006-1238 Phone: 202-303-1197 Fax: 202-303-2197 Email: mhayes@willkie.com (4) Description of the Cable tw telecom of hawaii jointly owns the submarine cable (File No. SCL-MOD-20001025- 00036, which modified SCL-LIC-19950627-00024). (5) Landing Points The landing points for the submarine cable are entirely within the State of Hawaii and continue to be the same as those contained in the original granted application. (6) Method of Regulation The submarine cable will continue to be operated on a common carrier basis. (7) List of Owners Name: tw telecom holdings II llc Address: 10475 Park Meadows Drive Littleton, CO 80124 Citizenship: U.S. limited liability company organized in Delaware Principal business: Telecommunications Percent direct ownership of tw telecom of hawaii l.p.: 99% 6

Name: tw telecom holdings inc. Address: 10475 Park Meadows Drive Littleton, CO 80124 Citizenship: U.S. corporation incorporated in Delaware Principal business: Telecommunications Percent direct ownership of tw telecom holdings II llc: 100% Name: tw telecom inc. Address: 10475 Park Meadows Drive Littleton, CO 80124 Citizenship: U.S. corporation incorporated in Delaware Principal business: Telecommunications Percent direct ownership of tw telecom holdings inc.: 100% tw telecom inc., the ultimate parent of tw telecom of hawaii, is a publicly-traded Delaware corporation that is widely held. As of June 30, 2013, no entity or individual owns 10 percent or more of the equity of tw telecom inc. (8) Certification and Ownership Information Required by Sections 63.18(h)-(k) and (o) of the Commission’s Rules Information requested by Section 63.(h): Information concerning the ownership of tw telecom of hawaii is provided in response to question (7) above. Information requested by Section 63.18(i): tw telecom of hawaii certifies that it is not a foreign carrier within the meaning of Section 63.09(d) of the Commission’s rules nor is it affiliated with any foreign carriers within the meaning of Section 63.09(e) of the Commission’s rules. Information requested by Section 63.18(j): tw telecom of hawaii certifies that it does not seek to provide international telecommunications services to any country where: (i) it is a foreign carrier in that country; or (ii) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than 25 percent of tw telecom of hawaii and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing of international basic 7

telecommunications services in the United States. tw telecom of hawaii certifies that it does not seek to provide international telecommunications services to countries where it controls foreign carriers. Information requested by Section 63.18(k): tw telecom of hawaii certifies that it is not affiliated with any foreign carriers, and, therefore, is not affiliated with any foreign carrier that has market power in any foreign country. Information requested by Section 63.18(o): tw telecom of hawaii certifies, pursuant to Sections 1.2001 through 1.2003 of the Commission’s rules, that neither it, nor any of its affiliates, or any officer or director of it or its affiliates, is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998, 21 U.S.C. § 853a. (9) Certification of Compliance with Routine Conditions tw telecom of hawaii certifies that it accepts and will abide by the routine conditions set forth in Section 1.767(g) of the Commission’s rules, 47 C.F.R. § 1.767(g). (10) and (11) are inapplicable to this modification application. IV. ELIGIBILITY FOR STREAMLINED PROCESSING Pursuant to Section 1.767(i) of the Commission’s rules, Applicants request streamlined processing of the instant Application. The Application is eligible for streamlined processing pursuant to Section 1.767(k)(1) of the Commission’s rules: As indicated previously, Applicants are not affiliated with a foreign carrier in any of the submarine cable’s destination markets because the cable landing points are entirely within the State of Hawaii. 8

Respectfully submitted By: Gregory T. Diamond Steven P. Golden Vice President, Regulatory Vice President External Affairs tw telecom inc. Wavecom Solutions Corp. 10475 Park Meadows Drive 1177 Bishop Street Littleton, CO 80124 Honolulu, Hawaii 96813 November 14, 2013

Respectfully submitted By: By: fi(/ /)-fi/é/C/ Gregory T. Diamond Steven P. Golden Vice President, Regulatory Vice President External Affairs tw telecom inc. Wavecom Solutions Corp. 10475 Park Meadows Drive 1177 Bishop Street Littleton, CO 80124 Honolulu, Hawaii 96813 November 14, 2013

Certificate of Service I, Gregory J. Vogt, do hereby certify that I have on this 14th day of November, 2013, caused a copy of the foregoing “Cable Landing License Modification – Request to Add Pro Forma Condition” to be served by first class mail or electronic mail (*designates electronic mail service only) upon the following: U.S. Coordinator, EB/CIP U.S. Department of State 2201 C Street, N.W. Washington DC 20520-5818 Office of Chief Counsel National Telecommunications & Information Administration U.S. Department of Commerce 14th St. & Constitution Ave., N.W. Washington, DC 20230 Defense Information Systems Agency ATTN: GC/DO1 6910 Cooper Avenue Fort Meade, MD 20755-7088 * David Krech david.krech@fcc.gov * George Li george.li@fcc.gov * Jodi Cooper jodi.cooper@fcc.gov * Adrienne Downs adrienne.downs@fcc.gov International Bureau Federal Communications Commission 445 12th Street, S.W. Washington, DC 20554


Document Created: 2013-11-14 18:24:27
Document Modified: 2013-11-14 18:24:27
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