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Jean L,. KiddooRussell M. BlauBrett P. FerenchakLauren B. [email protected] @bingham.combrett. ferenchak @ binghani.comlauren.widernan @ bingham.comJUNP 12010PUBLIC SERVICEJune 10, 20 10Via Overnight CourierElizabeth O’Donnell, Executive DirectorKentucky Public Service Commission2 1 1 Sower BoulevardFrankfort, KY 40602-8294RE:Notification of MegaPath Inc., DSLnet Communications and CCGIHolding Corporation Regarding the Indirect Change of Control ofDSLnet Communications, IdLCDear Ms. O’Donnell:MegaPath Inc. (“MegaPath”), its wholly owned direct subsidiary DSLnet Cominunications,LLC (“DSLnet”), and CCGI Holding Corporation (“CCGI”) (MegaPath, DSLnet and CCGIcollectively, the “Parties”), through their undersigned counsel and pursuant to the Ordersissued i n Admin. Case No. 359 on June 21, 1996 and Admin. Case No. 370 on January 8,1998 and 807 KAR 5:Oll Section I 1, notify the Kentucky Public Service Commission(“Commission”) of a transaction between CCGI and MegaPath through which CCGI willacquire indirect control of DSLnet Communications, LLC, a wholly owned directsubsidiary of MegaPath Inc.BostoH a r t ForIt is the Parties’ understanding that Commission approval is not required to complete thetransaction described herein. Accordingly, the Parties submit this letter for informationalpurposes only to ensure the continuing accuracy of the Commission’s records. In support,the Parties provide the following information:H o n g KonLondoDescription of the PartiesLos AngeleN e w YorOrange CountSan F r a n c i s cSanta MonicSilicon ValleTokyW a s h i ii g t oB i n g h a m McCutchen LL2020I( Street N’Washington, 020006-180A.MegaPath Inc. and DSLnet Communications, LLCMegaPath Inc. is a Delaware corporation with its principal office located at 555 AntonBoulevard, Suite 200, Costa Mesa, CA 92626. MegaPath is the parent company ofDSLnet Communications, LLC. MegaPath is a provider of a variety of managed InternetProtocol (“IP”)services including cable and satellite system broadband Internet access,mobility services such as digital certificates, global remote access, personal firewalls,and remote access virtual private networks (“VPN”), and security services. MegaPathdoes not currently offer any regulated telecommunications services and therefore doesnot hold any telecommunications authorizations from the Federal CommunicationsCommission (“FCC”) or any state regulatory authority.I 1.202.373.600 1.202.373.60(bingham.coAll 3375187.4

Ms. Elizabetli O’Donnell, Executive DirectorJune IO, 20 10Page 2DSLnet Communications, L,LC is a Delaware limited liability company with principaloffices located at SO Barnes Park North, Suite 104, Wallingford, Connecticut 06492.DSLnet provides highspeed access to tlie Internet services. DSLnet is authorized toprovide intrastate telecommunications services in forty-seven (47) states and the Districtof Columbia, and DSLnet’s affiliate DSLnet Communications VA, Inc. is authorized toprovide intrastate telecoininunications services in Virginia. In Kentucky, DSL,net isauthorized to provide local exchange telecommunications services pursuant to itsregistration and tariff filed on February 1 1, 1999. DSLnet is also authorized by the FCCto provide international and domestic interstate telecommunications services as a nondominant carrier.Further information concerning DSLnet’s legal, technical, managerial and financialqualificatioiis to provide service was submitted with its application for certification andother documents filed with tlie Coinmission and is, therefore, a matter of public record.DSL,net respectfully requests that the Commission take official notice of that informationand incorporate it herein by reference.B.CCGI Holding CorporationCCGI Holding Corporation is a Delaware corporation with offices located at 360 NorthCrescent Drive, Beverly Hills, California 90210. CCGI is the parent company of CovadCommunications Group, Inc. (“Covad”), a Delaware corporation that owns CovadCommunications Company (“CCC”), a California corporation and DECACommunications, Inc. (“DIECA”), a Virginia corporation. Covad, CCC and DIECA haveoffices located at 2220 O’Toole Avenue, San Jose, California 95 131. Covad is a leadingnationwide provider of integrated voice and data communications. Through its operatingcompanies, the company offers DSL, Voice Over IP, T1, Ethernet, Web hosting, managedsecurity, IP and dial-up, wireless broadband, and bundled voice aiid data services directlythrough Covad’s network and through Internet Service Providers, value-added resellers,teleco n nunicatiotiscarriers and affinity groups to small and medium-sized businesses andhome users. Covad broadband services are currently available across tlie nation in 44 statesand 235 Metropolitan Statistical Areas (“MSAs”) and can be purchased by more than 57million homes and businesses, which represent over SO percent of all IJS homes andbusinesses. In Kentucky, DIECA is authorized to provide local exchange andinterexchange services pursuant to Authorization No. OS021 900 dated December 22, 1999.Covad is also authorized by tlie FCC to provide international and domestic interstatetelecommunications services as a non-dominant carrier.CCGI is ultimately controlled by Platinum Equity LLC (“Platinum”). Neither CCGI norPlatinum offer any regulated telecommunications services. Platinum is a privately heldDelaware limited liability company with offices located at 360 North Crescent Drive,Beverly Hills, California 90210. Platinum is a global firm specializing in the merger,acquisition and operation of companies that provide services and solutions to customers ina broad range of business markets, including information technology, telecommunications,logistics, manufacturing, and entertainment distribution.AI73375 187 4B i n g h a m M c C u l t h c n LLPb i n 8 h a in. co m

Ms. Elizabeth O’Donnell, Executive DirectorJune 10,2010Page 3Platinum indirectly controls several other telecommunications carriers: Matrix Telecom,Inc. (“Matrix”); and Americatel Corporation (“Americatel”). Matrix provides integratedcommunications services including local, 1 long distance and toll-free voice services plusa wide range of data services, such as dedicated Internet access, frame relay and poiiit-topoint transmission services, chiefly to enterprise customers. Americatel providesinternational and domestic facilities-based and resold long distance services, including“dial around” casual calling (i.e., 101OXXX) service and presubscribed 1 calling services,in each of the 48 contiguous states, with a particular emphasis on serving the needs ofUnited States customers with connections to Latin America and the Caribbean. Tlirough theownership of these companies, Platinurn has demonstrated its qualifications to obtaincontrol of DSLnet.Further information concerning tlie legal, technical, managerial and financial qualificationsof CCGI and Platinum has been submitted previously to tlie Commission and is, therefore,a matter of public record. CCGI respectfully requests that tlie Commission take officialnotice of that information and incorporate it herein by reference.Contact InformationQuestions or inquiries concerning this filing may be directed to:For the Parties:Jean L,. Kiddoo, Esq.Russell M. Blau, Esq.Brett P. Ferenchak, Esq.Jeffiey R. Strenkowski, Esq.Bingham McCutcIieii LLP2020 K Street, N.W.Washington, DC 20006202-373-6000 (Tel)202-373-6001 @binghain.comN733751874B i n g h a m McCutchen LLPbiiigliarn corn

Ms. Elizabeth O’Donnell, Executive DirectorJune 10, 20 10Page 4and:For CCGI:Eva Kalawski, Esq.Executive Vice President, GeneralCounsel and SecretaryPlatinum Equity, LL,C360 North Crescent DriveSouth BuildingBeverly Hills, CA 902 103 10-7 12-1850 (Tel)3 1 0-7 12-1 863 (Fax)[email protected] K. MudgeDirector, State Affairs & ILECRelationsCovad Cominunications Company7000 N. Mopac Expressway, 2d FloorAustin, Texas 7873 1512-514-6380 (Tel)5 12-5 14-6520 (Fax)[email protected]:For MegaPatli and DSLnet:Steven B. Cliisliolm, Esq.MegaPath Inc.555 Anton Boulevard, Suite 200Costa Mesa, California 92626714-327-2041 (Fax)[email protected] HobbsDirector - Regulatory AffairsDSLnet Communications, L,L,C50 Barnes Park North, Suite # I04Wallingford, CT 06492203-284-6205 (Fax)[email protected] of the TransactionCCGI and MegaPath entered into an Agreement and Plan of Merger dated as of March26, 201 0 (tlie “Agreement”). Pursuant tlie Agreement, a subsidiary of CCGI createdspecifically for this transaction, TMAC Merger Corporation, will merge with MegaPath,with MegaPath surviving. As a result, MegaPath will become a wliolly owned, directsubsidiary of CCGI and CCGI will acquire indirect control of DSLnet. Tlie Partiestherefore notify the Commission of the transfer of indirect control of DSLnet to CCGI,and ultimately to Platinum. For the Commission’s convenience, pre- and posttransaction corporate organizational structure charts are provided as Exhibit A.Following the consummation of tlie proposed transaction, DSL,net’s customers willcontinue to receive service under the same rates, terms and conditions of service as before.Tlie proposed transaction will not involve a change in DSL,net’s operating authority inKentucky and DSL,net’s tariffs will remain in effect. Thus, the proposed transaction will beseamless and virtually transparent to Kentucky consumers. Further, DSLnet’s managementwill remain with the company following coinpletion of the transaction and be supplementedby tlie management team of CCGI and Covad.Public Interest ConsiderationsThe Parties respectfully submit that the proposed transaction serves the public interest. Inparticular, tlie Parties submit that: (1 ) tlie proposed transaction will increase competition inAI73375 187 4B i n g h a r n M r C u t r h c n LLPb i n g h a in .coni

Ms. Elizabeth O'Doiinell, Executive DirectorJulie 10, 20 10Page 5the Kentucky telecommunications market by reinforcing the status of DSLiiet as a viablecompetitor and (2) the proposed transaction will be virtually transparent to Kentuckyconsumers.Immediately following the consummation of the proposed transaction, DSLnet willcontinue to offer service with no change in the rates or terms and conditions of service.Further, DSLnet will continue to provide service to its customers under the same name, andwill continue to be led by an experienced inariageinent team. Therefore, the transfer ofcontrol of DSL,net will be seamless and virtually transparent to consumers in Kentucky.ConclusionFor the reasons stated above, the Parties respectfully submit that the public interest,convenience and necessity will be furthered by the proposed transaction. An original andfour (4) copies of this letter are enclosed for filing. Please date-stamp the enclosed extracopy and return it in the envelope provided. Should you have any questions regardingthis filing, please do not hesitate to contact us.Respectfully submitted,WJean L,. KiddooRussell M. BlauBrett P. FerenchakLauren B. WidemanCourisel for the PartiesAI733751874B i n g h a m M c C u t c h c n LLPb ing h a m .coni

LIST OF EXHIBITSExhibit AVerificationsPre- arid Post-Transaction Corporate Organizatiorial Structure

EXHIBIT APre- and Post-Transaction Corporate Organizational StructureA/73175187 4

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c.-04-J0mu)zz:mIrI4-Ju)0n.\

Verifications

VIERIFICATIONI, Steven 3. Chisholm, state that I am the Senior Vice President, of MegaPath Inc. andDSLnet Communications, LL,C (the “Companyyy);that I am authorized to make this Verificationon behalf of the Company; that the foregoing filing was prepared under my direction andsupervision; and that the contents are true and correct to the best of my knowledge, information,and belief.I declare under penalty of perjury that the f o p o i n g is true and correct. Executed this,day of April, [email protected] B. ChisholmSenior Vice PresidentMegaPath Inc. and DSLnet Communications, LLCN73344008. I

STATE OF CALIFORNIA333COUNTY OF L,OS ANGEL,ESss:VERIFICATIONEva M. Kalawski, being duly sworn, deposes and say that I am the Vice President andSecretary of CCGI Holding Corporation (the “Company”); that I am authorized to make thisVerification on behalf of the Company; that the foregoing filing was prepared under my directionand supervision; and that the contents are true and correct to the best of my knowledge,Ainformation, and belief.CCGI Holding CorporationCERTIFICATE OF ACKNOWLEDGMENT OF NOTARY PUBLICSTATE OF CA IFORNIACOUNTY OF t 0 ! h @ i ? 5OnJU fl e 3,u/o ,before me, the undersigned notary public, personally appeared,personally know to me (or proved toEm 111. Ictc!JJASkme on the basis of satisfactory evidence) to be the person whose name is subscribed to the withininstrument and acknowledged to me that he executed the same in his authorized capacity, andthat by his signature on the instrument the person, or the entity upon behalf of which the personacted, executed the instrument.I certify under PENALTY OF PERJURY under the laws of the State of California that theforegoing paragraph is true and correct.WITNESS my hand and official seal.motary Seal, if any]:nNotary Public for the State of CaliforniaMY commission expires:a1 wrz

A. MegaPath Inc. and DSLnet Communications, LLC MegaPath Inc. is a Delaware corporation with its principal office located at 555 Anton Boulevard, Suite 200, Costa Mesa, CA 92626. MegaPath is the parent company of DSLnet Communications, LLC. MegaPath is a provider of a variety of managed Internet