HANNA& HANNA PLLC Attorneys at Law 1206 VIRGINIA STREET EAST, SUITE 201 CHARLESTON, W 25301 MAILING ADDRESS: TELEPHONE (304)342-1687 P

HANNA& HANNA PLLC Attorneys at Law 1206 VIRGINIA STREET EAST, SUITE 201 CHARLESTON, W 25301 MAILING ADDRESS: TELEPHONE (304)342-1687 P. 0. BOX 3967 FAX (304)342-8761 CHARLESTON, WV 25339 September 15,2009 www. hannalawpllc.com

VIA HAND DELIVERY Sandra Squire Executive Secretary Public Service Commission 201 Brooks Street Charleston, W 25301 Re: Case No. 09- 1503 -C-PC SPRINT NEXTEL CORPORATION AND VIRGIN MOBILE USA, INC. Joint Petition for the consent and approval in advance of the acquisition and control of Virgin Mobile USA, Inc. Dear Ms. Squire:

In connection with the above case, I hand you herewith for filing the original and twelve (I2) copies of the Joint Petition of Sprint Nextel Corporation (“Sprint Nextel”) and Virgin Mobile USA, Inc. (“Virgin”) seeking advance approval of Sprint Nextel’s acquisition of ownership and control of Virgin to the extent required by applicable law. The closing of the proposed transaction is anticipated to occur on or about November 7,2009. Therefore, Sprint Nextel and Virgin request expedited treatment of this filing.

Please add co-counsel Thomas N. Hanna, Esq., [email protected],to the list to be served copies of all documents electronically. If you have any questions, please contact us.

WV State Bar # 8813 d hanna@ hannalawpllc. com DBH/dh Enclosures cc: W. Atkinson, Esq. PUBLIC SERVICE COMMISSION OF WEST VIRGINIA CHARLESTON

CASE NO. 09- 15b3 -c-PC

SPRINT NEXTEL CORPORATION AND VIRGIN MOBILE USA, INC.

Joint Petition for the consent and approval in advance of the acquisition of ownership and control of Virgin Mobile USA, Inc.

JOINT PETITION

Comes now Sprint Nextel Corporation (“Sprint Nextel”) and Virgin Mobile USA, Inc.

(“Virgin”) (“Joint Petitioners”), and to the extent required by West Virginia Code Section

24-2-12 and other applicable law, seek the Public Service Commission of West

Virginia’s (“Commission” or “PSC”) prior consent and approval of the acquisition of ownership and control of Virgin by Sprint Nextel. In support of their Joint Petition, Sprint

Nextel and Virgin respectfully show as follows:

1. The name and address of the Joint Petitioners are:

Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, KS 66251 913-624-3000 (telephone)

Virgin Mobile USA, Inc. 10 Independence Blvd. Warren, NJ 07059 908-607-4000 (telephone)

2. The financial condition of the Joint Petitioners is a matter of public record. Sprint

Nextel Corporation is a Kansas corporation and a publicly traded company. Virgin Mobile USA, Inc. is a Delaware corporation and a publicly traded company.

3. Various subsidiaries of Sprint Nextel Corporation are certificated by the

Commission to provide interexchange carrier and competitive local exchange carrier

services in the State of West Virginia. Sprint Nextel subsidiaries are also licensed by the Federal Communications Commission (“FCC”) to provide commercial mobile radio

services (iiCMRS”) as defined by 47 C.F.R. Section 20.3 in certain areas of West

Virginia. Sprint Nextel currently owns approximately 13 percent of Virgin.

4. Virgin provides prepaid wireless telecommunications services as a mobile virtual

network operator (“MVNO”), using Sprint Nextel’s wireless network infrastructure and

transmission facilities. Virgin also provides postpaid wireless services under the brand

“Helio by Virgin Mobile”. As an MVNO, Virgin does not operate its own facilities but

acts only as a reseller of Sprint Nextel’s services.

5. On July 27, 2009, Sprint Nextel and Virgin entered into a definitive agreement

pursuant to which Sprint Nextel will acquire all of the outstanding shares in Virgin that

Sprint Nextel does not currently own. Virgin shareholders will receive shares in Sprint

Nextel in exchange for their shares in Virgin (and cash in lieu of partial shares). The

terms and conditions of this agreement are reasonable, neither party is given undue

advantage over the other, and this transaction will not adversely affect the public in this

State. W.Va. Code Section 24-2-12.

6. Joint Petitioners have recently filed two joint applications with the FCC to

transfer Virgin’s international Section 214 applications, and those transfers were granted

by operation of rule on September 11, 2009. Further FCC approval of the transaction is not required. A copy of one of the FCC filings is attached hereto as Exhibit No. 1, and

2 a copy of the Public Notice evidencing filing of the Applications is attached hereto as

Exhibit No. 2.

7. There will be no impact or interruption in the wireless services provided to

West Virginia customers of Virgin or Sprint Nextel as a result of the proposed transaction, and Sprint Nextel will assume full control of Virgin and will operate it and the subsidiaries of Virgin in accordance with all applicable laws, rules and regulations.

8. The proposed transaction will not adversely affect the public in this State, will further the public interest, convenience and necessity and will not harm competition in the wireless marketplace. Because Virgin will have access to Sprint Nextel’s network ownership economics, cost structure and scale, it will be able to compete more effectively in the prepaid segment of the wireless market. By becoming part of Sprint

Nextel, Virgin will gain access to Sprint Nextel’s considerable expertise and resources, allowing it to better serve its prepaid customers. This will in turn position the combined company to attract and retain prepaid customers who seek great service for great value.

Further, the public interest benefits of the proposed transaction will be achieved without any harm to competition. Although Sprint Nextel’s subsidiary Nextel Boost West, LLC

(“Boost”) provides prepaid wireless services to customers, any similarity between the two companies and their customer bases ends there. Boost and Virgin have distinctive and divergent offers and styles and target their services to different customer demographics. In other words, Boost and Virgin operate in different parts of the prepaid

segment of the wireless market, and each will continue to offer services under their own

iconic brands after consummation of the proposed transaction. For more details

3 regarding the public interest benefits of the proposed acquisition, please see Exhibit

No. 1, attached hereto.

9. As a resource for consumers, Sprint Nextel and Virgin have posted a notice on their respective websites providing consumers with details on the proposed transaction: http://search.sprint.com/inquiraapp/ui.isp?uimode=question&charset=iso-8859-

1&lanquage=en-

US&user.status=prospect&user.site=UHP&question box=Virgin+MobiIe&x=22&~=6 http://virq in mob ileusa .marketwi re. com/easyi r/p rssre1 . d o?easvi rid= 13 135 DE328 B72AB2

&version=live&prid=522644

IO. It is anticipated that the closing for the proposed transaction will occur on or around November 7,2009.

11. In conclusion and for the reasons stated above, Joint Petitioners submit that

Commission approval of the proposed transaction will not adversely affect the public in this State and is in the public interest. Accordingly, Sprint Nextel and Virgin respectfully request Commission approval of the Joint Petition.

WHERE :ORE, Joint Petitioners respectfully pray:

a That, to the extent required by law, the Commission enter an Order

granting its prior consent to Sprint Nextel pursuant to West Virginia

Code Section 24-2-12 to acquire ownership and control of Virgin;

b) That the Commission, in its Order, waive public notice and hearing on this Joint Petition and any other formal filing requirements; and

c) That the Commission grant such other and further relief as the Commission deems just and appropriate.

4 Respectfully submitted this day of September, 2009.

SPRINT NEXTEL CORPORATION AND VIRGIN MOBILE USA, INC.

\I Thohas N. Hanna, Esq. (WV Bar # 1581) David B. Hanna, Esq. (WV Bar # 8813) P.O. Box 3967 Charleston, WV 25339

5 STATE OF WEST VIRGINIA PUBLIC SERVICE COMMISSION

VERIFICATION

Charles W. McKee, of Sprint Nextel Corporation, a Joint Petitioner named in the foregoing Joint Petition, being duly sworn, states that the facts and allegations therein contained are true, except so far as they are therein stated to be on information, and that, so far as they are therein stated to be on information, he believes them to be true.

Taken, sworn to and subscribed before me this 14thday of September, 2009.

SHALENE J. DOMINQO NOT4RY PUBLIC STATE OF MARYLAND 6 My Commission Expires August 21,2012 --

i 5 >t My commission expires on the 2 I day of AUpWf, , f!-6/z . EXHIBIT 1 ATTACHMENT

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

In the Matter of

Virgin Mobile USA, Inc. Transferor

Sprint Nextel Corporation Transferee

Joint Application for Consent to Transfer Control of International Section 214 Resale Authorizations

JOINT APPLICATION

Sprint Nextel Corporation (“Sprint”) and Virgin Mobile USA, Inc. (“Virgin Mobile

USA”) (collectively, “Applicants”), pursuant to Section 2 14 of the Communications Act of 1934, as amended, 47 U.S.C. $214, and Sections 63.18 and 63.24 of the rules of the Federal

Communications Commission (“FCC” or “Commission”), 47 C.F.R. $3 63.18, 63.24, respectfully request Commission consent to transfer control to Sprint of the two international

Section 214 authorizations held by Virgin Mobile USA through its Virgin Mobile USA, L.P. and

Helio, LLC (“Helio”) operating subsidiaries. Upon completion of the transaction, both Virgin

Mobile USA, L.P. and Helio will be indirect wholly-owned subsidiaries of Sprint and will continue to provide wireless services under the Virgin Mobile USA name.

As discussed snore fully below, the proposed transaction will deliver numerous pubIic interest benefits, especially for prepaid wireless consumers, without any harm to competition.

The transaction will provide Virgin Mobile’s existing customers with access to the full range of capabilities available on Sprint’s nationwide wireless network, allowing them to enjoy a more robust set of voice and data services. By enhancing competition in the prepaid segment of the wireless marketplace, the transaction should further the broader deployment of prepaid wireless

service - an increasingly popular offering during these uncertain economic times. Accordingly,

the Applicants respectfully request expeditious approval of the transaction so that they may bring

its consumer and competitive benefits to the marketplace as soon as possible.

I. REQUEST FOR STREAMLINED PROCESSING

This Application qualifies for streamtined processing under the criteria set forth in

Section 63.12 of the FCC’s rules, 47 C.F.R. 0 63.12. Specifically, none of Sprint’s subsidiary

carriers has been classified as dominant in the provision of telecommunications services between

the United States and foreign points (or for that matter in the provision of telecommunications

services within the United States). Nor is any of Sprint’s subsidiary carriers affiIiated with a

dominant foreign carrier. Although Sprint, through its subsidiary Sprint Communications

Company L.P. is affiliated with a number of foreign carriers, none of them has a 50 percent

market share in the international transport and the local access market of the country in which it

provides service. Thus, Sprint’s carrier subsidiaries are presumptively classified as non-

dominant, 47 C.F.R. $ 63.10(a)(3), meeting the criterion for streamlined processing set forth in

47 C.F.R. 0 63,12(c)(l)(ii). Accordingly, the Applicants respectfully request streamlined

treatment of this Application!

1 See the notifications of Sprint Communications Company L.P. foreign affiliates filed pursuant to Section 63.1 l(c) of the Commission rules, 47 C.F.R. $ 63.1 l(c), attached as Exhibit A. 2 The Applicants noie that Virgin Mobile USA is currently affiliated with numerous foreign wireless carriers, all of which are Mobile Virtual Network Operators (“MVNOs”) that do not own or control telecommunications facilities in their respective foreign market. SK Telecom Company, Ltd., (“SK Telecom”), a facilities-based mobile communications company in the Republic of Korea, currently holds an ownership interest of approximately 15 percent in Virgin

Footnote continues on nest page.

2 11. APPLICANTS

A. Sprint Nextel Corporation

Sprint (FRN: 0003-7745-93) is a Kansas corporation whose principal place of business is located at 6200 Sprint Parkway, Overland Park, Kansas. 6625 1. Sprint is a holding company organized for the purpose of engaging in telecommunications and related businesses, including the provision of international communications services, through its subsidiaries and is publicly traded under the name Sprint NexteL3 No person or corporate entity holds a 10 percent ox’ more ownership interest in Sprint.

E. Virgin Mobile USA, Inc.

Virgin Mobile USA, Inc. (FRN: 00 19-0099-27) is a publicly traded Delaware corporation , whose principal place of business is located at 10 Independence Blvd., Warren, New Jersey

07059. Virgin Mobile USA’s single largest shareholder is Virgin Group Holdings Limited

(“Virgin Group”), a British Virgin IsIands iimited company, which holds an ownership interest

Mobile USA, Inc. which it obtained when it sold its controlling interest in Helio to Virgin Mobile USA. That acquisition involved the transfer of control of Helio’s Section 214 authorization to provide international services on both a facilities and resale basis to Virgin Mobile USA. The transfer of control application filed by the parties involved (ITC-TIC- 2008701-00293) was “subject to the streamlined processing procedures set forth in Section 63.12 of the Commission’s rules, 47 C.F.R. 4 63.12.” See Public Nolice (Report No, Tel-01292s) issued July 25,2008,2008 FCC Lexis 5616. The application was granted on August 11,2008. See Public Notice (Report No. Tel-01297) issued August 14,2008,23 FCC Rcd 12157. 3 Sprint’s subsidiaries hold over 100 Section 21 4 authorizations to provide international service. Such authorizations include a Global Resale CeytiJicate (Order DA-88-449) issued April 12, 1988 (File No. I-T-C-88-068) and a Limited Global Facilities-Based Cert$cate (DA- 96-1484) issued September 5, 1996 (File No. I-T-C-96-392) to Sprint’s subsidiary Sprint Communications Company L.P. (FRN: 0004372827). None of the authorizations held by any of Sprint’s subsidiaries are affected by this transaction. A complete listing of such authorizations held by Sprint subsidiaries is available in WT Docket No. 05-20070124-000333.

3 of approximately 28 per~ent.~Sprint and SK Telecom currently own approximately 13 percent and 15 percent respectively of Virgin Mobile USA. The Virgin Group, Sprint and SK Telecom are the onfy entities currently holding more than a 10 percent ownership interest in Virgin

Mobile USA.

Virgin Mobile USA’s wholly-owned subsidiary, Virgin Mobile USA, L.P. (FRN: 0006-

90 IO-1 l), is a Delaware limited partnership, providing prepaid telecommunications services under the “Virgin Mobile” brand using Sprint’s network infiastructure and wireless transmission facilities. Virgin Mobile USA, L.P. holds an international Section 21 4 authorization for global international resale (File No. ITC-214-20020422-00194) which is one of the Section 214 certificates subject to the instant Applicationq6As noted, in August 2008 Virgin Mobile USA acquired Helio (FRN: 001 3-21 3 1-78) which now provides postpaid wireless services under the brand “Helio by Virgin Mobile.” Helio is authorized to provide international facilities-based and resale service pursuant to its Section 214 certificate (File No. ITC-214-20050812-00320)which is the other authorization subject to this Application.

111. DESCRIPTION OF THE TRANSACTION

On July 27,2009, Sprint and Virgin Mobile USA entered into a definitive agreement pursuant to which Sprint will acquire all of the outstanding shares in Virgin Mobile USA that

Sprint does not currently own. Virgin Mobile USA shareholders will receive shares in Sprint in exchange for their shares in Virgin Mobile USA (and cash in lieu of partial shares). No Virgin

I TheVirgin Group holds its interest in Virgin Mobile USA through one or more intervening subsidiaries. All references to the Virgin Group include, collectively, the applicable intervening Virgin Group companies. 5 The ownership interests of the Virgin Group, Sprint and SK Telecom are based on their direct ownership in Virgin Mobile USA as well as Sprint’s limited partnership interest in Virgin Mobile USA, L.P. 6 The Section 214 certificate was issued in the name of Virgin Mobile USA, LLC.

4 Mobile USA shareholder will acquire more than a 10 percent ownership interest in Sprint as a result of this transaction. In fact, the combined ownership interest in Sprint that will be acquired by the Virgin Group and SK Telecom - Virgin Mobile USA’s two largest shareholders - will be less than 3 percent.

IV, PUBLIC INTEREST STATEMENT

The proposed transaction will furthcr the public interest, convenience and necessity - without harming competition in the wireless marketplace. Because Virgin Mobile USA will have access to Sprint’s network ownership economics, cost structure and scale, it will be able to compete more effectively in the prepaid wireless segment of the market. By becoming part of

Sprint, Virgin Mobile USA will gain access to Sprint’s considerable expertise and resources, allowing it to better serve its prepaid customers. This will position the combined company to attract and retain prepaid customers who seek great service for great value.

Moreover, the proposed transaction will be seamless to Virgin Mobile USA’s current customers. Because Virgin Mobile USA uses the Sprint network to provide its services, existing customers will not experience any loss, interruption or impairment in the services and features they currently receive. Current customers also will not have to ,purchase new handsets to continue to receive ~ervice.~Of course, they will have the ability to upgrade their handsets to access the broad array of innovative voice and data services available only from Sprint.

These public interest benefits can be achieved without any harm to competition.

Although Sprint’s subsidiary Boost Mobile, like Virgin Mobile USA L.P., provides prepaid wireless services to subscribers, any similarity between the two companies and their customer

7 Similarly Virgin Mobile USA’s customers receiving postpaid service and handsets utilizing the Sprint network under the Helio brand, ie., “Helio by Virgin Mobile,” wilI not be affected by this transaction.

5 bases ends there. Boost and Virgin Mobile USA, L.P. have distinctive offers and styles and target their services to different customer demographics. Stated differently, the two companies operate in different parts of the prepaid segment of the wireless marketplace and each will continue to offer services under their own iconic brands after consummation of the proposed transaction.

As the Commission has concluded, the prepaid segment is but a small component of the I overall effectively competitive wireless market. The FCC’s most recent report analyzing competition in the provision of commercial mobile services found that “prepaid wireless subscribers accounted for roughly 17 percent of major U.S. operators subscribers at the end of

2007.. . .’y8 Although the prepaid wireless segment has grown recently, fueled in large part by the current state of the US.economy, the fact is that in the United States “most mobile telephone subscribers pay their phone bills afcer they have incurred charges, an approach known as postpaid se~ice.”~For these reasons, there can be no doubt that the proposed transaction is in the public interest.

V. XNFOFUVATION REQUIRED 3Y SECTION 63.24(e) OF THE COMMISSION’S RULES FOR ASSIGNMENTS AND TRANSFERS OF CONTROL

In support of the instant Application, Sprint and Virgin Mobile USA submit the following information pursuant to Section 63,24(e)(2), 47 C.F.R. 3 63.24(e)(2), which is the information requested in 47 C.F.R. fj 63.18 (a)-(d) for both Applicants and the information requested in 47

C.F.R. 8 63.18 (h)-(p) for Sprint.

- In the Matter of Implementation of Sectiout 6002(b) of the Omnibus Budged Reconciliation Act of 1993; Annual Report and Analysis of Competitive Market Conditions With Respect to Commercial Mobile Services, 24 FCC Rcd 6185, 6246 1117 (2009) citing John C. Hodulik et al., US Wireless 41 1, UBS Investment Research, UBS,Mar. 18,2008, at 3. 9 Id. at 6245 41 16.

6 (a) Name, address and telephone number of each Applicant Virgin Mobile USA, Inc. 10 Independelice Boulevard Warren, New Jersey 07059 (908) 607-4000 FRN: 0019-0099-27

Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 6625 1 (800) 829-0965 FRN: 0003-7745-93

(b) Jurisdiction under which each Applicant is organized L Virgin Mobile IJSA, Inc is a corporation organized and existing under the laws of the State of Delaware, The holders of the Section 2 14 authorizations that are being transferred arc (1) Virgin Mobile IJSA, L.P. which is a limited partnership organized and existing under the laws of the State of Delaware; and (2) Helio, LLC which is a limited liability company organizcd and existing under the laws of the State of Calif'ornia.

Sprint is a corporation organizcd and existing under the laws of the State of Kansas.

For Virgin Mubite USA:

Pcter Luric General Counsel and Co-Founder Virgin Mobile USA, Inc. 10 Independence Boulevard Warren, New Jersey 07059 908-607-40 17 (Voice) 908-607-4078 (Fax) p~~er.lurie~~vir~inmohi1cusn.com

With a copy to

John M. Beahn Skaddeii, Arps, Slate, Meagher & Flom LLP 1440 New York Avcnue, NW Washington D.C.20005 202-371-7392 (Voice) 202-66 1-9 192 (Fax)

7 For Sprint:

Michael B. Fingerhut Senior Counsel - Government Affairs Sprint Nextel 2001 Edniund Halley Drive Mailstop: VARESP0202-250 Rcston, Virginia 20 191 703-592-5 1 12 (Voice) 703-433-4804 (Fax) michsrel,b. fiii~17erfiut(ij3,sgrint,co~i

(d) Answer to Question 10 - Prior international Section 214 authorizations Virgin Mobile USA: As stated above, Virgin Mobile USA holds its Section 2 I4 authorizations through its Virgin Mobile USA, L.P. and Helio operating subsidiaries. Virgin Mobile USA, L.P. holds a Section 214 authorization to provide global international resale services in accordance with Section 63.18(e)(2) of the Commission's rcgulations. (File No. 1TC-2 14-20020422-00 194), Flelio holds a Section 2 14 authorization to provide international services on both a €acilities and resale basis. (File NO. I'I'C-214-20050812-00320).

Sprint: As set forth in footnote 3 above, Sprint's subsidiarics hold over 100 Section 214 autliorizatians to provide international service. Such authorizations include a Global Resale Cerlificnte (Order DA-88-449) issued April 12, 1988 (File No. I-T-C-88-068) and a Limited Global Facilities-Based Certijkate (DA-96- 1484) issued September 5 , 1996 (File No. I-T-C-96-392) to Sprint's subsidiary Sprint Comrnuiications Company L.P. None of the authorizations held by any of Sprint's subsidiaries are affected by this transaction. A complete listing of such authorizations held by Sprint subsidiaries is available in WT Docket No. 05-20070124-000333.

(h) Answers to Questions 11,12 and 13 - Post closing information Question 11: No person or entity will directly or indirectly own 10 percent or more of the equity of Sprint after consummation of the proposcd transaction. Although both the Virgin Group and SK Telecom will receive stock in Sprint in exchange for thcir ownership interest in Virgin Mobile USA, thcir combined equity interest in Sprint will be less than 3 percent.

Question 12: Sprint will not have any interlocking directorates with a foreign carrier upon consummation of the proposed transaction.

Question 13: A description of the transaction and the means by which Sprint will acquire control of the holders of thc subject Section 214 authorizations is set forth in Section 111,

8 above. Section XV above details why granting the Application would serve the public interest.

(i) Answer to Question 14 - Sprint’s foreign carrier affiliations Sprint hereby certifies that it is not a foreign carrier and that none of its carrier subsidiaries is a foreign carrier as that term is defined in Section 63.09 of the FCC’s rules, 47 C.F.R. 6 63.09. Nor will any Sprint subsidiary become a foreign carrier as a result of this transaction. Sprint’s foreign carrier affiliations are a matter of public record. See Sprint’s Section 63.11 Reports attached as Exhibit A. For the reasons set forth in those Reports, all of Sprint’s foreign affiliates are entitled to presumptive non-dominant treatment pursuant to Section 63,10(a)(3) of the FCC’s rules. 47 C.F.R. 9 63.10(a)(3).

(j) Answer to Question 15 - Provision of international telecommunications services to any country where transferee controls a foreign carrier.

In response to Question 15, statement 2 is true. See paragraph (i) above and Exhibit A.

Consummation of the instant transaction will not result in Sprint acquiring control over any new foreign affiliates. Moreover, the existing Section 214 authorizations held by Sprint’s subsidiaries enable them to provide international services to each destination country where Sprint controls a carrier in that country. Sprint is seeking to acquire the Section 214 authorizations held by subsidiaries of Virgin Mobile USA and will continue to offer service to those destination countries under the Virgin Mobile brand.

(k) Answer to Questions 16 & 18 - Information regarding countries listed in response to subparagraph 0).

As set forth in Sprint’s Section 63.1 l(c) Reports filed with the FCC and attached hereto as Exhibit A, all of Sprint’s current foreign canier affiliates are entitled to presumptive non-dominant treatment pursuant to Section 63.1 O(a)(3) of the Commission’s rules. Thus, all of Sprint’s subsidiaries providing telecommunications services are classified as non-dominant in the provision of such services between the United States and each of the foreign countries where Sprint controls a foreign carrier. Moreover, because Sprint will not acquire control over any new foreign affiliates as a result of the proposed transaction, Sprint’s subsidiaries providing international services will continue to qualify as non- dominant carriers in the provision of international services.

9 (1) Section 63.10(c) showing

See Response to subparagraphs (i) and (k) as well as Exhibit A.

(m) Non-dominant regulatory classification

As stated above, all of Sprint’s subsidiary carriers are classified as non-dominant in the provision of international communications services and Sprint’s acquisition of control of the Section 214 authorizations held by other non-dominant carriers has no impact on such classifications.

(n) Certification as to special concessions Sprint hereby certifies that it has not agreed to accept special concessions directly or indirectly from a foreign carrier with respect to any U,S. international route where the foreign carrier possesses sufficient market power on the foreign end of the route to affect competition adversely in the U.S. market and will not enter in any such agreements in the future.

(0) Certification pursuant to Sections 1.2001 through 1.2003 of the I Commission’s rufes, 47 C,F,R. §§1,2001-1.2003

Sprint certifies that neither it nor Virgin Mobile USA is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988,211 U.S.C. 0 862, because of a conviction for possession or distribution of a controlled substance,

(p) Answer to Question 20 - Request for streamlined processing See Section I above.

VI. NATIONAL SECURITY AND PUBLIC SAFETY ISSUES

Helio’s Section 214 authorization was conditioned on certain commitments made to the

Department of Justice (“DOJ”), including the Federal Bureau of Investigation (“FBI”), and to the

Department for Homeland Security ((LDHS”).loThose commitments were designed to assist those agencies with national security, law enforcement and public safety issues. Presumably

‘O See Letter dated January 10,2006 from Helio to Laura H. Parsky, Deputy Assistant Attorney General of the DOJ’s Criminal Division; Elaine M. Lammert Deputy General Counsel of the FBI and Tina W. Gabbreilli, Director of Intelligence Coordination and Special Infrastructure Protection Programs in the DI-IS’s Information Analysis and Infrastructure Protection Directorate. The letter is attached as Exhibit 3.

10 these executive branch agencies insisted that Helio agree to such commitments because of the fact that it was controlled by a foreign carrier, When it acquired Helio, Virgin Mobile USA agreed “to abide by the commitments previously applicable to Helio and become party to the

Helio letter” to the executive branch agencies.” Virgin Mobile USA agreed to become a party to the letter because it wanted to “assure executive branch agencies charged with protecting US. national security and preserving pubfic safety that the [Virgin Mobile USMHelio] combined company will be proactive in addressing any concerns that those agencies may raise with respect to this transactions.”12

Sprint, of course, is not owned or controlled by foreign entities and thus the foreign ownership concerns of law enforcement and homeland security officials that the existing commitments were designed to address are simply not applicable to Sprint. Nevertheless, Sprint agrees to abide by the commitments that Virgin Mobile USA previously made to the executive branch agencies. Sprint is doing so because it does not want to take any action that could perhaps delay receiving regulatory approval of the transaction. Moreover, because Virgin

Mobile USA will continue to operate as a separate Sprint entity, it will, at least for the foreseeable future, be responsible for providing customer records to governmental entities pursuant to lawful reque~ts.’~Once Sprint’s legal compliance team based in Overland Park assumes responsibility for responding to such requests, Sprint may ask that the commitments be rescinded as moot.

I‘ Joint Application of Helio Inc., SK TeEecom USA Holdings, Inc. ,and Virgin Mobile USA, L.P. at 15-16 12 Id. at 16. l3 Because Virgin Mobile USA and Helio are MVNOs using Sprint’s spectrum and faciIities to provide their services, Sprint is currently responsible for implementing all court ordered intercepts served on Virgin Mobile USA, LOP.

11 VII. CONCLUSION

For the reasons set forth above, Sprint and Virgin Mobile USA respectfully request that the Commission grant this transfer of control application.

Respectfufuflysubmitted,

SPRINT NEXTEL WRPORATION VIRGIN MOBILE USA, INC.

Peter Lurie Senior Counsel- Government Affairs General Counsel and CoFounder 2001 Edmund Halley Drive 10 Independence Boulevard i Reston, Virginia 201 91 Warren, New Jersey 07059 !

August b,2009

12 VU. CONCLUSION For the reasons set forth above, Sprint and Virgin Mobile USA respectfully request that the Commission grant this transfer of control application.

Respectfully submitted,

SPRINT NEXTEL CORPORATION

~ Michael B. Fingerhut Peter Lurie Senior Counsel - Government Affairs General Counsel and CoFounder 2001 Edmund Halley Drive 10 Independence Boulevard Reston, Virginia 20191 Warren, New Jersey 07059

August /L2009

...... , ..... - .. ”...-- Sprht Nextel David A. Nail ’pr VARESP0204-241 Senior Counsel - Government Affairs > 2001 Edmund Halley Drive, 2”d Floor Together NEXTEL with Reston, VA 20191 USA Office: (703) 592-5209 Fax: (703) 433-4804 E-mail: Davtd.A.NaiI&sprint.com

August 5,2009

Marlene H. Dortch, Secretary Federal Communications Commission Office of the Secretary c/o Natek, Inc. 236 Massachusetts Avenue, N.E. Suite 110 Washington, DC 20002

Attention: George Li, Deputy Chief, Policy Division, International Bureau

Re: Section 63.11 (c) Notification of Sprint Communications Co, L.P. foreign affiliates

Dear Ms. Dorlch:

Sprint Communications Co. L.P. (Sprint) submits an original and three (3) copies of its post notification of Sprint’s foreign affiliation, pursuant to section 63. I1 (c) of the Commission’s rules. Sprint refers to its previous notifications of September 24,2002 and October 30,2003, which remain accurate.

Sprint’s parent company, Sprint Nextel Corporrztion, continues its restructuring of business entities in foreign markets and has established four new wholly-owned business entities for the purpose of providing telecommunications services. These entities are identified below along with information requircd under Section 63.1 l(e) of the Commission’s rules.

(I) The following are entities in which Sprint Corporation holds greater than 25 percent of the capital stock, as provided in Section 63.1l(a) of the Commission’s rules.

Brazil: Sprint Brasil ServiGos de Telecomunica@es Ltda. Canada: Sprint lntcrnational Communications Canada ULC Ireland: SprintLink Ireland Limited Mexico: SIHI Mexico S. de R.L. de C.V.

(2)Each market above is a WTO member. Marlene H. Dortch August 5,2009 Page 2

(4) Sprint does not serve any of the above countries solely by means of resehg the switched services of other authorized carriers.

(5) No individual owns ten (10) per cent or more of Sprint.

(6) Sprint hereby certifies that it has not agreed and will not in the future agree to accept special concessions direct1y or indirectly from any foreign carrier with respect to any US. international route where the foreign carrier possesses market power on the route.

(7) There are no interlocking directors of Sprint and its foreign subsidiaries listed above.

(8) Notification of each affiliation iisted above is supplied pursuant to Section 63.1 l(c) of the Commission’s rules, and is therefore not required to be provided in advance of affiliation. All of the above entities are new entrants in their respective markets.

(9) Each of these businesses is a newly formed, direct or indirect, wholly-owned subsidiary of Sprint Corporation and possesses less than 50 percent market share in the international transport and local access market of the country in which it provides service. As these entities are new entrants in those markets providing service mostly through resale of other carriers’ facilities, and as yet have few customers, Sprint respectfully submits that they are all entitled to presumptive non-dominant treatment pursuant to Section 63.10(a)(3) of the Commission’s rules.

Please date stamp the enclosed extra copy of this filing and return it via our messenger. Should you have any questions, please do not hesitate to contact me,

Sincerely yours,

David A. Nail

cc: George Li (by email)

Overseas Common Carrier Section 214 Actions Taken, I1 FCCR 10502 (1996) (granting Sprint blanket Section 214 Authorization for service to all countries except those listed on the Commission’s exclusion list and Argentina, Australia, France, French Polynesia, Germany, Gaudeloupe, Guyana, Hungary, Italy, La Reunion, Lebanon, Luxembourg, Madagascar, Martinique, Mayotte, New Caledonia, New Zealand, St. Barthelemy, St. Marin, St. Pierre et Miguieon, Wallis and Fortuna) (subsequent authorizations omitted). David A. Nall General Attorney 401 Qth Street, N.W, Suite 400 Washington, D.C. 20004 USA. Tel: +1 (202) 585-1916 FOX: +1 (202)585-1897 Ernail: david.a. na//@rnai/. sprint. cum

October 30,2003

Marlene H. Dortch, Secretary Federal Commui~icationsCommission Office of the Secretary c/o Natek, Inc. 236 Massachusetts Avenue, N.E. Suite 110 Washington, DC 20002

Attn: George Li, Deputy Chief, Policy Division, International Bureau

Re: Section 63.11 {c) Notification of Sprint Com’municationsCo. L.P. foreign affiliates

Dear Ms. Dortch:

Sprint Communications Co. L.P. (Sprint) submits an original and thrcc (3) copies of its post notification of‘ Sprint’s foreign affiliation, pursuant to section 63.1 1 (c) of the Commission’s rules. Sprint refers to its previous notifications of September 24, 2002, which remain accurate.

Sprint’s parent company, Sprint Corporation, continues its restructuring of business entities in foreign markets and has established four new business entities for the purpose of providing telecoininunications services. These entities are identified below along with information required under Section 63.1 1 (e) of the Commission’s rules.

(1) The following are entities in which Sprint Corporation holds greater than 25 percent of the capital stock, as provided in Section 63,ll(a) of the Commission’s rules.

Austria: Sprint International Austria GmbH Norway: Sprint International Noway AS Spain: Sprint International Spain, S.L. Switzerland: SprintLink Intcrnational (Switzcrland) CmbEI

(2) Each market above is s1 WTO member. (3) Sprint holds Section 214 authority to provide facilities-based and resold switched telecommunications services between the United States and aII countries listed above pursuant to blanket Section 214 authority.‘ Additionally Sprint possesses authority to provide switched services over private lines to each of the countries listed aboveq2

(4) Sprint does not serve any of the above countries solely by means of reselling the switched services of other authorized carriers.

(5) No individual owns ten (10) per cent or more of Sprint.

(6) Sprint hereby certifies that it has not agreed and will not in the future agree 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 route.

(7) There are no interlocking directors of Sprint and its foreign subsidiaries listed above.

(8) Notification of each affiliation listed above is supplied pursuant to Section 63.11 (c) of the Commission’s rules, and is therefore not required to be provided in advance of affiliation. All of the above entities are new entrants in their respective markets.

Please date stamp the enclosed extra copy of this filing and return it via our messenger. Should you have any questions, please do not hesitate to contact me. Sincerelyk&/$&y yours,

David A. Nall cc: GeorgeLi Claudia Fox Lisa Choi

’ 0vor:~easCommon Carrier Section 214 Actions Taken, I 1 FCCR 10502 (1996) (granting Sprint blanket Section 214 Authorization for service to all countries except those listed on the Commission’s exclusion list and Argentina, Australia, France, French Polynesia, Germany, Gaudeloupe, Guyana, Hungary, Italy, La Reunion, Lebanon, Luxembourg, Madagascar, Martinique, Mayotte, New Caledonia, New Zealand, St. Barthelemy, St. Marin, St. Pierre et Miguleon, Wallis and Fortuna) (subsequent authorizations omitted).

The Commission has granted general authority to provide switched services over private lines to authorized carriers between the United States and markets listed on the Commission’s web page: http://www .fcc .gov/ib/i sr.htrnl,

-2- RECElVED Marlene H. Doflch, Secretary Federal Communications Conimission Office of the Secretary do Vistronix, Tnc. 236 Massachusetts Avenue, N.E. Suite I1 0 Washington, DC 20002

Attn: George Li, Deputy Chief, Policy Division, International Bureau _. -. , 1. , .. Re: Section 63.1 I(a) Notification of Sprint Communications Corp. affifjate in Taiwan.

Dear Ms. Dortch:

Sprint Communications Co. L,P.(Sprint) submits an o~ginaiand three (3) copies of

Sprint’s foreign affiliation notification, pursuant to Section 63.11 of the Commission’s , rules (47 C.F.R. 6 63.1](a>).

Sprint’s parent company, Sprint Corp. has recentiy furmed a Taiwanese subsidiary for the purpose of providing telecommunications services. Information required under Section 63.1 ](e) of the Commission’s rules is included below: , (I) Sprint Corp. has recently established a wholly-owned subsidiary in Taiwan, known as Sprint International Taiwan Ltd. This entity plans to initiate providing international telecommunication services during the month of November.

(2) Taiwan is not currentfy a WTO Member.

(3) Sprint holds Section 214 authority to provide facilities-based and resold switched telecommunications services between the United States and Taiwan pursuant to blanket Section 214 authority.’

(4) Sprint does not serve Taiwan solely by means ofreselling the switched services of other authorized carriers.

(5) No individual or entity ottlls fen (IO) percent or more of Sprint.

* Urersens Common Ccmjer Section 2iJAc&ions Taken, f t FCC Rcd 10502 (1996) (6) Sprint hereby certifies that it has not agreed and will not in the future agree to accept: specjat concessions directly or indirectly From any foreign carrier with respect to any U.S. international route where the foreign carrier possesses market power on the route.

(7) There are no interlocking directors of Sprint and its Taiwanese subsidiary.

(8) Notification ofthis affiliation is suppfied pursuant to Section 63.1 l(c) of the Commission’s rules and is therefore required to be provided in advance of afiliation. Sprint anticipates that Sprint lnternational Taiwan Ltd. will begin providing service in the month of November.

Sprint International Taiwan Ltd is a newly formed, %hoily-owned subsidiary of Sprint’s parent, Sprint Corp. and possesses Iess than 50 percent market share in the international transport and locat access markets in Taiwan. As the Taiwanese entity is a new entrant in the market providing service soiely though resale of other caniers’ facilities, and as yet has no customers, Sprint respectfully submits that it is entitled to presumptive non- dominant treatment pursuant ro Section 63.10(&(3) of the Commission’s rules.

Please date stamp the enclosed extra copy of this filing and return it in the envelope provided. Please contact the undersigned at (202) 585-1935 if you have any questions or comments regarding this filing.

. cc: QaudiaFox George Li Lisa Choi Marlene €3. Dortch, Secretary RECEIVED Federal Communications Commission Office of the Secretary c/o Vistrohix, Inc. $E? 2 4 2002 236 Massachusetts Avenue, N.E. ~EuEPA~COMWNCAT\Offi CoMMlSOH Suite 110 OFFICE OF W€ SECRETm Washington, DC 20002

A#n: George ]ti, Deputy CBief, Policy Division, Infernationat 3ureau ._ . . . - ...I Re: Section 63.1 I(c) Notification of Sprint Communications Co. L.P.foreign afililiates. Dear Ms. Dortch:

Sprint Communications Co. L.P. (Sprint) submits an original and three (3) copies of Sprint's foreign aflltiation notification, pursuant to Section 63.1 1 of the Commission's rules (47 C.F.R. $63.1I(c)).

Sprint's parent company, Sprint Copration (Sprint Corp.) has recently restructured its business entities in several foreigri. markets and has also established new business entities for the purpose of providing telecommunications services. The entities are identified below, along with information required under Section 63,I I (e) of the Commission's ruies:

(1) The following are entities in which Sprint's parent company, Sprint Corp., holds greater than 25 percent of the capital stock, as provided in Section 63.1 lfa) of the Commission's rules.

Argentina: Sprint International Argentina SRL Australia: Sprint fnternationai Australia Pty. Ltd. Belnium: Sprintlink Belgium BVBA

_I--Chile: Sprint Internationat Chile Limitada _China &long Kona S.A.R): Spfint Hong Kong Ltd Colombia: Sprint lnternational Colombia Ltd. Denmark: Sprintlink Denmark ApS -.(.-France: Sprintlink France SAS Germany Sprintlink GmbH &&: Sprintlink MySRL -Jagg: Sprint International Japan Corp. Sprint Tnternational Holding, Inc.

1 Korea: Sprint lnternationat Korea New Zealand: Sprint International New Zealand Netherla: Sprintlink Netherlands, BV Singmore: Sprint Internationa! Communications Singapore Re. Ltd Sweden: SIHI Scandinavia AB United Kingdom: Sprintlink UK Ltd. Venemiia: Sprint Internationaf Venezuela, SRL

(2) Each market Wed above is a WTU Member, .. j

(3) Sprint holds Section 214 authority to provide facilities-based and resold switched telecommunications services between the United States and all countries listed above pursuant to blanket and specific Section 2 14 authority.’ Additionally, Sprint possesses authority to provide switched services over private lines to each of the countries Iisted above.2

(4) Sprint does not serve any of the above countries soIeXy by means of reselling the .- switched services ofother authorized carriers.

(5) No individual or entity owns ten (1 0) percent or more of Sprint.

(6) Sprint hereby certifies that it has not agreed and will not in the fiture agree to accept special concessions directly or indirectiy from any foreign carrier with respect tu any U.S. international route where the foreign carrier possesses market power on the route.

(7) There are no interlocking directors of Sprint and its foreign subsidiaries listed above.

Overseas Common Carrier &cfion 214Actians Taken, 11 FCC Rcd 10502 (1996) @anting Sprint blankel Section 2 14 authorization for Service IO afl counines except those Iisted OR the Commission’s exclusion list and Argentina, Australia, Fmm, French Poiyxwia, Germany, Guadeioupe, Guyana, Hungary, Italy, La Reunion, Lebanon, Luxembourg, Madagascar, Martiniqae, Mayolte, New Cafedonia, New &Iand, SI. Bafihelcmy, Sf. Martin, St. Pierre et Miguelon, Waftis and Fomma). Specific WQ~I 214 authorizations for senice to markets in which Sprint has affiliates, as identified above, were &Tantad hi DA 88-248, File No. ITC-88442(Argentina & New Zealand); DA.88-1206, File No. ITC-88-140 (France); DA 88-290, File No. XTC-88-015 (Germany); Minx% No. 1775, File No. fTC-85-023(Australia); and File No. lTC-85-023 (Italy). Tfie Commission has grrtnted gene& authority to provide switched sem+.icesover private lines to authorized carriers between the United Stares and markets listed on the Cornmission’s web page: http://~~~v.fcc,gov/ib/isr.Iitml.

2 (8) Notification of each afliiliaticn Iisted above is supplied pursuanr to Section 63.1 i(c) of the Commission’s rules, and is therefore not required to be provided in advance of affiliation. All ofthe above entities are new entrants in their respective markets.

(9)Each of these businesses are newly formed, direct and indirect, whoIly-owned subsidiaries of Sprint’s parent, Sprint Ccrp. and possess less than 50 percent market share in the intwnatiBnal traKsport and local access markets of each country in which they provide service. As these entities are new entrants in those markets providing service mostly through resale of other carriers’ facilities, and as yet have few customers, Sprint ’ respecthllly submits that they are all entitied to presumptive non-dominant treatment pursuant to Section 63. I O(a)(3) of the Commission‘s rules.

Please date stamp the enclosed extra copy of this filing and return it in the envelope provided. Please contact the undersig?ed at (202) 585-1935 if you have any questions or comments regarding this filing.

Robert C.McDonald cc: Claudia Fox George Li Lisa Choi

3 'f'he Chmpeiny has filed an application wifhhc 1;CX (amended Novcinbcr 17. 2005) sccking ylobd or limited global facilities-bascd authority and gIoba1 or timimi global rwttc ;iuthority (Filc No, 1'1Y:-2 14-200508 12-00320). '1%~Company proposcs IO providc intcrniitionnl canmcrcial mobile radio scrvicc ~rndmohik wirelcss inii>maticrn serviccs p:irsuant to ii rcsdc ngraemcnt with Sprint Corporation. Thc Clonip:\riy furchcr proposes to providc international switchcd scrvicc pursuant to a rcsnlc ngrecmcnr with

S K 're ti n k I i 'l'hc Conpdny agrces that it wilt notify the FBI, 1,)O.i and D1 IS promptly if thcrc arc mutcriaf changcs in any ofrhe hcis as rcprescnfcd in this letter or in tire event lhnt thc c.'ompmy acquires. djrcctly or indircctly, by ownership in fe, indcfcasible right of use, or 1cw.z. agy signiiicnrlt new Iiitciijty. including, without limitition, n switch, an intemutivnilI comniunications transmission i'afi~rty,or other major transmissioii fhcility. All notices LO bc providcd io rhc FBI, D0.J or Df fY shall bc: dirccted to the nmcd , addrcssccs of this Icttcr.

'l'lic. Conipriny ugrws that, in rhc event ihc commirmcnts set Ibrth in this letlcr arc brcacehcci, in addition to my othcr remedy uvnilable at law or equity, the IX')J, FDI or j 3t IS may wqucst that thc FCC riiodity, condition, rcvoke, cancd, or rcndcr nufI and void any rclevan1 licmse, pcrmit, or crihcr nuthorimtion grmcd by thc FCC to thc f!ompnny ox any su~cssor-jn-intcrc~tto thc Company. Nothing hcrcitt shiill bc cnnslrucd to bc a wilivcr by the Cotnpany oi', or hhtiwon, its right to oppose or comtnncnt oil my such rcqucst.

Wc undctstsutd that, upon cxcciition of this lctter hy an authorixd rcprescntative or attorncy for thc Company, ihc DOJ, FR1 arid DIIS shall notify thc FCC that thc DOJ. FBI and 111 IS haw no objcction to rhc f=CC:'s grant ofths fimpany's application fikd with the I:C:C:,

Sinccrciy,

't'itlc:

j EXHIBIT 2 PUBLIC NOTICE FEDERAL COMMUNICATIONS COMMISSION 445 12th STREET S.W. WASHINGTON D.C. 20554

News media information 202-418-0500 Internet: http://www,fcc.gov (or ftp.fcc.gov) TTY (202) 418-2555

Report No. TEL-01382s Friday August 28,2009

STREAMLINED INTERNATIONAL APPLICATIONS ACCEPTED FOR FILING SECTION 214 APPLICATIONS (47 C.F.R. 8 63.18); SECTION 310(B)(4) REQUESTS Unless otherwise specified, the following procedures apply to the applications listed below:

The international Section 214 applications listed below have been found, upon initial review, to be acceptable for filing and subject to the streamlined processing procedures set forth in Section 63.12 of the Commission's rules, 47 C.F.R. 5 63.12. These applications are for authority under Section 214 of the Communications Act, 47 U.S.C. 5 214, (a) to transfer control of an authorized carrier or to assign a carrier's existing authorization; andor (b) to become a facilities-based international common carrier; and/or (c) to become a resale-based international common carrier.

Pursuant to Section 63.12 of the rules, these Section 214 applications will be granted 14 days after the date of this public notice (see 47 C.F.R. 5 1.4 regarding computation of time), and the applicant may commence operations on the 15th day, unless the Commission has informed the applicant in writing, within 14 days after the date of this public notice, that the application, on hrther examination, has been deemed ineligible for streamlined processing.

Communications between outside parties and Commission staff concerning these applications are permitted subject to the Commission's rules for "permit-but-disclose proceedings.'' See 47 C.F.R. 5 1.1206. An application can be removed from streamlined processing only in the sound discretion of Commission staff. The filing of comments or a petition to deny will not necessarily result in an application being deemed ineligible for streamlined processing.

The petitions for declaratory ruling listed below are for authority under Section 3 10(b)(4) of the Communications Act, 47 U.S.C. 0 310(b)(4), to exceed the 25 percent foreign ownership benchmark applicable to common carrier radio licensees. The requested rulings will be granted 14 days after the date of this public notice, effective the next day, unless the application is formally opposed or the Commission has informed the applicant in writing, within 14 days of the date of this public notice, that the application, on further examination, has been deemed ineligible for streamlined processing. For this purpose, a formal opposition shall be sufficient only if it is received by the Commission and by the applicant within 14 days of the date of this public notice and its caption and text make it unmistakably clear that it is intended to be a formal opposition.

Copies of all applications listed here are available for public inspection in the FCC Office of Public Affairs Reference and Information Center, located in room CY-A257 at the Portals 2 building, 445 12th Street SW, Washington DC 20554. The center can be contacted at (202) 418-0270. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to [email protected] or call the Consumer & Governmental Affairs Bureau at 202-41 8-0530 (voice), 202-418-0432 (tty). All applications listed are subject to further consideration and review, and may be returned and/or dismissed if not found to be in accordance with the Commission's rules, regulations, and other requirements.

We request that comments on any of these applications refer to the application file number shown below.

Page 1 of 5 ~~ ~~~ ITC-214-20090812-00372 E Tor0 Telecom LLC International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. § 63.18(e)(2).

~~ ITC-214-20090814-00380 E Amperertech, Inc. International Telecommunications Certificate Service(s): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service Application for authority to provide facilities-based service in accordance with section 63.18(e)( 1) of the Commission’s rules, and also to provide resale service in accordance with section 63.18(e)(2) ofthe Commission’s rules, 47 C.F.R. § 63,18(e)(l), (2).

ITC-214-20090816-00378 E UPTECH USA International Telecommunications Certificate Service(s): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service Application for authority to provide facilities-based service in accordance with section 63,18(e)(l) of the Commission’s rules, and also to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. p 63.18(e)(l), (2).

ITC-214-20090817-00382 E Meriplex Communications, Ltd. International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. 8 63.18(e)(2).

ITC-214-20090817-00383 E Lattice Incorporated International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. 63.18(e)(2)

ITC-214-20090817-00385 E Intraco Traders, Inc. International Telecommunications Certificate Service@): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service Application for authority to provide facilities-based service in accordance with section 63,18(e)(l) of the Commission’s rules, and also to provide resale service in accordance with section 63,18(e)(2) ofthe Commission’s rules, 47 C.F.R. 63.18(e)(I), (2).

ITC-214-20090817-00386 E Three River Telco International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Application for authority to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. $ 63.18(e)(2)

ITC-214-20090818-00384 E Sir0 Wireless LLC International Telecommunications Certificate Service(s): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service Application for authority to provide facilities-based service in accordance with section 63.18(e)(l) of the Commission’s rules, and also to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. $63.18(e)(1), (2).

ITC-214-20090825-00391 E Telxworld, Inc. International Telecommunications Certificate Service(s): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service Application for authority to provide facilities-based service in accordance with section 63.18(e)(l) of the Commission’s rules, and also to provide resale service in accordance with section 63,18(e)(2) ofthe Commission’s rules, 47 C.F.R. 9 63.18(e)(l), (2).

ITC-214-20090825-00392 E Vocatech Inc. International Telecommunications Certificate Service(s): Global or Limited Global Resale Service Application for authority to provide resale service in accordance with section 63.18(e)(2) ofthe Cornmission’s rules, 47 C.F.R. § 63.18(e)(2)

ITC-214-20090825-00394 E M5 Networks, Inc International Telecommunications Certificate Service(s): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service Application for authority to provide facilities-based service in accordance with section 63.18(e)(l) of the Commission’s rules, and also to provide resale service in accordance with section 63.18(e)(2) of the Commission’s rules, 47 C.F.R. $ 63,18(e)(l), (2).

Page 2 of 5 ITC-ASG-20090803-00362 E Iowa Telecommunications Services, Inc. Assignment Current Licensee: WH Link, LLC FROM WH Link, LLC TO: Iowa Telecommunications Services, Inc Application for consent to the assignment of assets, including international section 214 authorization, ITC-214-20010501-00266, held by WH Link, LLC d/b/a WH Communications (WH Link), to Iowa Telecommunications Services, Inc. (Iowa Telecom), a widely-held publicly traded Iowa corporation. Pursuant to the terms of an underlying Asset Purchase Agreement between Iowa Telecom, its subsidiaries, WH Link and Wright-Hennepin Cooperative Electric Association, the parent of WH Link, Iowa Telecom will acquire substantially all of the outstanding assets of WH Link, including the international section 214 authorization. Upon closing, Lakedale Link, Inc., a wholly-owned indirect subsidiary of Iowa Telecom, will provide services to the newly acquired customers pursuant to its own existing international section 2 14 authorization, ITC-214-19960725-00339. Iowa Telecom is a widely-held publicly traded corporation in which no individual or entity holds 10 percent or greater direct or indirect equity or voting interest.

ITC-ASG-20090813-00381 E Telesphere Networks Ltd. Assignment Current Licensee: Unity Business Networks LLC FROM: Unity Business Networks LLC TO: Telesphere Networks Ltd. Application for consent to the assignment of international section 214 authorization, ITC-214-20090226-00105, held by Unity Business Networks LLC (Unity BN) to Telesphere Networks Ltd. (Telesphere). Pursuant to the terms of an underlying asset purchase agreement, executed on July 23,2009, Telesphere will acquire substantially all of the assets of Unity BN's VoIP services business, including its international section 214 authorization.

The following entities and individuals will hold 10 percent or greater direct or indirect ownership interests in Telesphere: Rally Capital holds 62.3% of the capital stock of Telesphere. Rally Capital is wholly owned by Teledesic LLC, that is in turn 99% owned by Teledesic Corporation, which thus indirectly owns approx. 61.7% of Telesphere's capital stock. Mente LLC owns or controls 88% of Teledesic Corporation's capital stock, and indirectly approx. 54.3% of Telesphere's capital stock. William H. Gates holds sole membership interest in Mente LL and thus indirectly 54.3% of Telesphere's capital stock. John Chapple owns indirectly 1 1.5% of Telesphere's shares through two intervening limited liability companies that he controls: Hawkeye Investments LLC (6.1% of Telesphere's shares), and Hawkeye Investments 11, LLC (5.38% of Telesphere's capital stock). GC Investments LLC holds 20.3% of Telesphere's capital stock. No other individual or entity holds a 10 percent or greater direct or indirect equity or voting interest in Telesphere.

ITC-T/C-20090722-00343 E Eschelon Telecom, Inc Transfer of Control Current Licensee: Eschelon Telecom, Inc. FROM: Integra Telecom, Inc. TO: Integra Telecom, Inc. Application for consent to the transfer of control of international section 214 authorization, ITC-214-19990729-00490, held by Eschelon Telecom, Inc. (Eschelon) from the current shareholders of Integra Telecom, Inc. (Integra Telecom), the ultimate parent of Eschelon, to new shareholders. Pursuant to the terms of a Plan Support Agreement, dated July 21,2009, in connection with the debt and equity restructuring of Integra Telecom, all of the current shareholder interests in Integra Telecom will be cancelled and certain secured and unsecured lenders will receive all of its shareholder interests in exchange for canceling their debt. Corresponding changes will also be made in the board of directors of Integra Telecom.

Upon closing, no single shareholder will be in control of Integra Telecom. The following three entities are expected to hold a 10 percent or greater equity and/or voting interest in Integra Telecom: (1) Goldman Sachs & Co. (Goldman) (approximately 36.41%); (2) Tennenbaum Capital Partners, LLC (Tennenbaum) (in the aggregate, approximately 21 36% across four Tennenbaum Funds); and (3) Farallon Capital Management, LLC (Farallon) (in the aggregate, approximately 12.89% across eleven Farallon Funds).

The Goldman, Sachs & Co. LLC (GSC LLC) is the sole general partner of Goldman. The Goldman Sachs Group, Inc., a widely held publicly-traded Delaware corporation, holds 99.8% limited partnership interest in Goldman and is the sole member of GSC LLC. Tennenbaum is owned by: Tennenbaum & Co., LLC, a Delaware limited liability company that is managed by Michael E. Tennenbaum and wholly owned by Mr. Tennenbaum and his wife Suzanne Stockfisch Tennenbaum, both U.S. citizens (40%); Howard M. Levkowi!z, U.S. citizen (15% managing member interest); Mark K. Holdsworth, US. citizen (15%) (15% managing member interest). Farallon is managed by 15 managing members, two of whom hold 10 percent or greater equity interests in Farallon: Thomas F. Steyer, U.S. citizen (41%); Andrew J.M. Spokes, U.K. citizen (25%). The remaining managing members are all U.S. citizens, except Gregory S. Swart, a New Zealand citizen, and Ashish H. Pant, an Indian citizen.

No other individual or entity will hold a 10 percent or greater direct or indirect equity or voting interest in Integra Telecom or Eschelon

The following wholly-owned subsidiaries of Eschelon provide service under authority of its international section 214 authorization, ITC-214-19990729-00490, pursuant to section 63.21(h) of the Commission's rules, 47 C.F.R. 5 63.21(h): Advanced TelCom, Inc.; Shared Communications Services, Inc.; Oregon Telecom, Inc.; Eschelon Telecom of Minnesota, Inc.; Eschelon Telecom of Washington, Inc.; Eschelon Telecom of Colorado, Inc.; Eschelon Telecom of Nevada, Inc.; Eschelon Telecom of Arizona, Inc.; Eschelon Telecom of Utah, Inc.; Eschelon Telecom of Oregon, Inc.; United Communications, Inc. d/b/a UNICOM; Mountain Telecommunications of Arizona, Inc.; and, OneEighty Communications, Inc.

Page 3 of 5 ~ ~~~~ ~~~~~ ITC-T/C-20090722-00345 E Electric Lightwave, LLC Transfer of Control Current Licensee: Electric Lightwave, LLC FROM: Integra Telecom, Inc TO: Integra Telecom, Inc Application for consent to the transfer of control of international section 214 authorizations, ITC-214-19940415-00137 (Old File No. ITC-94-277) and ITC-214-19980619-00425 (Old File No. ITC-98-472), held by Electric Lightwave, LLC (Electric Lightwave) from the current shareholders of Integra Telecom, Inc. (Integra Telecom), the ultimate parent of Electric Lightwave, to new shareholders. Pursuant to the terms of a Plan Support Agreement, dated July 21,2009, in connection with the debt and equity restructuring of Integra Telecom, all of the current shareholder interests in Integra Telecom will be cancelled and certain secured and unsecured lenders will receive all of its shareholder interests in exchange for canceling their debt. Corresponding changes will also be made in the board of directors of Integra Telecom.

Upon closing, no single shareholder will be in control of Integra Telecom. The following three entities are expected to hold a 10 percent or greater equity and/or voting interest in Integra Telecom: (1) Goldman Sachs & Co. (Goldman) (approximately 36.41%); (2) Tennenbaum Capital Partners, LLC (Tennenbaum) (in the aggregate, approximately 2 I 36% across four Tennenbaum Funds); and (3) Farallon Capital Management, LLC (Farallon) (in the aggregate, approximately 12.89% across eleven Farallon Funds).

The Goldman, Sachs & Co. LLC (GSC LLC) is the sole general partner of Goldman. The Goldman Sachs Group, Inc., a widely held publicly-traded Delaware corporation, holds 99.8% limited partnership interest in Goldman and is the sole member of GSC LLC. Tennenbaum is owned by: Tennenbaum & Co., LLC, a Delaware limited liability company that is managed by Michael E. Tennenbaum and wholly owned by Mr. Tennenbaum and his wife Suzanne Stockfisch Tennenbaum, both US. citizens (40%); Howard M. Levkowitz, U.S. citizen (15% managing member interest); Mark K. Holdsworth, U.S.citizen (15%) (15% managing member interest). Farallon is managed by 15 managing members, two of whom hold 10 percent or greater equity interests in Farallon: Thomas F. Steyer, U.S. citizen (41%); Andrew J.M. Spokes, U.K. citizen (25%). The remaining managing members are all U.S. citizens, except Gregory S. Swart, a New Zealand citizen, and Ashish H. Pant, an Indian citizen.

No other individual or entity will hold a 10 percent or greater direct or indirect equity or voting interest in Integra Telecom or Electric Lightwave.

~~~ ~~ ~~~~ ~~~~~~ ~ ~ ~ ~~~ ~ ~ ~ ~ ITC-T/C-20090722-00346 E Integra Telecom Holdings, Inc. Transfer of Control Current Licensee: Integra Telecom Holdings, Inc. FROM: Integra Telecom, Inc. TO: Integra Telecom, Inc Application for consent to the transfer of control of international section 214 authorization, ITC-214-19970820-00500 (Old File No. ITC-97-555), held by Integra Telecom Holdings, Inc. (Integra Holdings) from the current shareholders of Integra Telecom, Inc. (Integra Telecom), the parent of Integra Holdings, to new shareholders. Pursuant to the terms of a Plan Support Agreement, dated July 21,2009, in connection with the debt and equity restructuring of Integra Telecom, all of the current shareholder interests in Integra Telecom will be cancelled and certain secured and unsecured lenders will receive all of its shareholder interests in exchange for canceling their debt. Corresponding changes will also be made in the board of directors of Integra Telecom.

The Goldman, Sachs & Co. LLC (GSC LLC) is the sole general partner of Goldman. The Goldman Sachs Group, Inc., a widely held publicly-traded Delaware corporation, holds 99.8% limited partnership interest in Goldman and is the sole member of GSC LLC. Tennenbaum is owned by: Tennenbaum & Co., LLC, a Delaware limited liability company that is managed by Michael E. Tennenbaum and wholly owned by Mr. Tennenbaum and his wife Suzanne Stockfisch Tennenbaum, both U.S. citizens (40%); Howard M. Levkowitz, US.citizen (15% managing member interest); Mark K. Holdsworth, US. citizen (15%) (15% managing member interest). Farallon is managed by 15 managing members, two of whom hold 10 percent or greater equity interests in Farallon: Thomas F. Steyer, US. citizen (41%); Andrew J.M. Spokes, U.K. citizen (25%). The remaining managing members are all US.citizens, except Gregory S. Swart, a New Zealand citizen, and Ashish H. Pant, an Indian citizen.

No other individual or entity will hold a 10 percent or greater direct or indirect equity or voting interest in Integra Telecom or Integra Holdings.

The following wholly-owned subsidiaries of Integra Holdings provide service under authority of its international section 214 authorization, ITC-214-19970820-00500, pursuant to section 63.21(h) of the Commission's rules, 47 C.F.R. $ 63.21(h): Integra Telecom of Minnesota, Inc., Integra Telecom of Oregon, Inc., Integra Telecom of Washington, Inc., Integra Telecom of North Dakota, Inc., Integra Telecom of Utah, Inc., Integra Telecom of Idaho, Inc., and Scott-Rice Telephone Company.

Page 4 of 5 ITC-T/C-20090813-00379 E Virgin Mobile USA, L.P Transfer of Control Current Licensee: Virgin Mobile USA, L.P FROM: Virgin Mobile USA, Inc. TO: Sprint Nextel Corporation Application for consent to the transfer of control of international section 214 authorization, ITC-214-20020422-00194, held by Virgin Mobile USA, L.P. (Virgin Mobile) from its 100% direct parent, Virgin Mobile USA, Inc. (Virgin Mobile USA) to Sprint Nextel Corporation (Sprint). Pursuant to the terms of an underlying definitive agreement executed on July 27,2009, between Sprint and Virgin Mobile USA, Sprint will acquire all of the outstanding shares in Virgin Mobile USA that Sprint does not currently own. Upon closing, Virgin Mobile USA and Virgin Mobile will become direct and indirect wholly-owned subsidiaries of Sprint, respectively. No individual or entity holds a IO percent or greater direct or indirect equity or voting interest in Sprint.

Sprint agrees to abide by the commitments made by Helio LLC, and to which Virgin Mobile USA L.P. became a party (see ITC-T/C-20080701-00293, DA 08-1905, rei. August 14,2008), in a January 10,2006 letter to the Department of Justice, Federal Bureau of Investigation and the Department of Homeland Security (January 10 2006 Letter). A copy of the January IO 2006 Letter is publicly available and may be viewed on the FCC web-site through the International Bureau Filing System (IBFS) by searching for ITC-Tic-20090813-00379 and accessing "Attachment Menu" from the Document Viewing area.

ITC-T/C-20090820-00387 E HELIO LLC Transfer of Control Current Licensee: HELIO LLC FROM: Virgin Mobile USA, Inc TO: Sprint Nextel Corporation Application for consent to the transfer of control of international section 214 authorization, ITC-214-20050812-00320, held by Helio LLC fMa SK-EarthLink, LLC (Helio), from its parent, Virgin Mobile USA, Inc. (Virgin Mobile USA) to Sprint Nextel Corporation (Sprint). Pursuant to the terms of an underlying definitive agreement executed on July 27,2009, between Sprint and Virgin Mobile USA, Sprint will acquire all of the outstanding shares in Virgin Mobile USA that Sprint does not currently own. Upon closing, Virgin Mobile USA and Helio will become direct and indirect wholly-owned subsidiaries of Sprint, respectively. No individual or entity holds a 10 percent or greater direct or indirect equity or voting interest in Sprint.

Sprint agrees to abide by the commitments made by Helio LLC, and to which Virgin Mobile USA L.P. became a party (see ITC-T/C-20080701-00293, DA 08-1905, rel. August 14,2008), in a January 10,2006 letter to the Department ofJustice, Federal Bureau of Investigation and the Department of Homeland Security (January 10 2006 Letter). A copy ofthe January 10 2006 Letter is publicly available and may be viewed on the FCC web-site through the International Bureau Filing System (IBFS) by searching for ITC-T/C-20090820-00387 and accessing "Attachment Menu" from the Document Viewing area.

INFOKMATIVE ITC-214-20090805-00365 DAE YANG USA, INC. This application has been removed from Streamlined processing pursuant to Section 63.12(c)(3) of the Commission's rules.

REMINDERS:

Applicants must certify that neither the applicant nor any party to the application is subject to a denial of federal benefits by federal and/or state courts under authority granted in 21 U.S.C. 8 862. See 47 C.F.R. $9 1.2001-2003.

A current version of Section 63.09--24 of the rules, and other related sections, is available at http://www.fcc.gov/ib/pd/pf/telecomrules.html.

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