Attachment 20170124143127-187.p

20170124143127-187.p

SUPPLEMENT

Supplement

1998-11-06

This document pretains to ITC-ASG-19981106-00789 for Assignment on a International Telecommunications filing.

IBFS_ITCASG1998110600789_1396513

HDDUEHX ASSIGNMENT OF LICENSE GLOBAL FACILITIES—BASED SERVICE GLOBAL FACILITIES—BASED/GLOBAL GLOBAL RESALE SERVICE INDIVIDUAL FACILITIES—BASEL INTERCONNECTED PRIVATE LINE LIMITED GLOBAL FACILITIES— BZ GLOBAL RESALE SERVICE C LIMITED GLOBAL FACILITIES—BASED SERVJI C LIMITED GLOBAL RESALE SERVIC C INMARSAT AND MOBILE SATELLITE SERVICE C SWITCHED RESALE SERVICE C TRANSFER OF CONTROL C SUBMARINE CABLE LANDING LICENSE @ INTERNATIONAL SPECIAL PROJECT Description of Application:

PAUL, WEISS, RIFKIND, WHARTON 8 GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NY 10019—6064 TELEPHONE (212) 373—3000 1615 L SsTREET, NW wASHINGTON, DC 20036—5694 FACSIMILE (212) 757—3990 TELEPHONE (202) 223—7300 FACSIMILE (202) 223—7420 62, RUE DU FAUBOURG SAINT—HOoNoRE 75008 PARIS, FRANCE TELEPHONE (33 1) 53 43 14 14 FACSIMILE (33 1) 53 43 00 23 WRITER‘S DIRECT DIAL NUMBER FUKOKU SEIMEI BUILDING (202) 223—7337 2—2 UCHISAIWAICHO 2—CHOME CHIYODA—KU, TOKYO 100, JAPAN TELEPHONE (81—3) 3597—8101 WRITER‘S DIRECT E—MAIL ADDRESS FACSIMILE (81—3) 3597—8120 kmerski@paulweiss.com SUITE 1910 SCITECH TOWER 22 JIANGUOMENWAI DAJIE BEIJING, 100004 WRITER‘S DIRECT FACSIMILE PEOPLE‘S REPUBLIC OF CHINA (202) 223—7420 TELEPHONE (86—10) 6512—3628—30 FACSIMILE (86—10) 6512—3631 November 6, 1998 13TH FLOOR, HONG KONG CLUB BUILDING SA CHATER ROAD, CENTRAL HONG KONG TELEPHONE (852) 2536—9933 FACSIMILE (852) 2536—9622 Via Berry Best Courier Federal Communications Commission International Bureau — Telecommunications P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Application of Direct Net Telecommunications, a limited liability company, for Assignment of International 214 Certificates to Direct Net Telecommunications, Inc. Dear Sirs: On behalf of Direct Net Telecommunications, a limited liability company ("Direct Net") and Direct Net Telecommunications, Inc. ("Direct Net II"), we hereby submit one original and five copies of an application requesting consent to the assignment of Direct Net‘s international Section 214 certificates to Direct Net II. Enclosed is a checkin the amount of $780.00 to cover the requisite processing fee. Also enclosed is an extra copy of the instant application, marked "S&R". For our records, please date—stamp the S&R copy, and return it to our office in the hand—delivery envelope provided. Please direct all questions and correspondence regarding this matter to the undersigned. Very truly yours, Buta C %[c, Kira A. Merski Attorney for Direct Net Telecommunications, a limited liability company Direct Net Telecommunications, Inc. Enclosures Doc#:DC1:80233.1

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In re Application of N/ NZ N/A N NO NNNA N/ DIRECT NET TELECOMMUNICATIONS, File No. A LIMITED LIABILITY COMPANY For Authority to Assign Its Certificates Issued Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Direct Net Telecommunications, Inc. APPLICATION Direct Net Telecommunications, a limited liability company ("Direct Net"), and Direct Net Telecommuincations, Inc. ("Direct Net II") hereby request .authority for the assignment to Direct Net II of certificates issued to Direct Net pursuant to Section 214 of the Communications Act of 1934, as amended, ("214 Certificates"), authorizing Direct Net to resell other carriers‘ public—switched services and to own and operate facilities to provide a full range of international telecommunications services on both a private line and public—switched basis. In support of this request, Direct Net and Direct Net II submit the following information. I. DESCRIPTION OF SERVICE. Direct Net is presently authorized under Section 214 of the Act to provide facilities—based and resold switched and private lines services between the Doc#:DC1:79781.2

United States and all international points." In addition, Direct Net holds Section 214 Certificates a ith orizirg Direct Nt to iesell other carriers‘ publ c—switchedservices* an1 to owit aid op rate ‘acilit.es to provile a 1ull raige 0 it ternaional telscom mnunication: services on toth. a pr vace ine and sulllic—siwitched basis." See D re :t «e _Telecoram un ca io: is, A Linit:d Linbi ity Company, File No. 1TC—97—(94, DA 97—928 (Inter at onail 3mean, VMay 6, :9$7). Dirzct N:t : ecived a Secion 214 ce tilicatioa t> r:sell interniational swirch :d telecoian uricstiois between the: U.S anid various interniational points on caniary :.3, 18594 See Fle Nc. I—T—C—24—053, [—691"¢" ((Co:mmmion Carier Bir., lan. 23, 1994). Under File Ne. L T—C—94—14()—£ L, Diret Ne received an sutlhorization to este blish an 1 cperate up to 9) circuits via ‘nters jutaik for the provisicn of private —lire seivices betwwen th: Unized States and the Soviet Union and to este blish an 1 cperate up to 6) circuits via ‘nters jutaik for the provisicn of putlic sy itched services tetvieen the Uiited Sta es and tie Russian Federation by ass gr ment from Direct Net Lt1, which hed secc:ived such authorization by ssign neit Tom Miralite Comummicitions, Inc. uider l‘ile No. I—T—C—93—1 19— AL. 1i alite aa¢ receive 1 tiese iutlior zations inder Fie No. I—T—C—91—056, Mirali e 2o nouurications, Inc.., 6 FCC Red 504 ) (1991) (autkorizatioi t) establish and cperate up to 9) circuit; via Inters jutaik for the provisicn of private —lire services between th: Unized States aad the Soviet Union) anc. und2r Fil 2s o. I—T—C—91—153, / merican Telehone and ‘Celegraph Conpan, 8 FCC Rcea 2668 (1993) (authori; ation to estabis and operate up to 60 circuits via Intersputnik for the provision of public switched services between the United States and the Russian Federation). Under File No. I—T—C—95—132, Direct Net received an authorization to establish and operate three E—1 circuits in the CANUS—1 cable system between the United States and Canada, and a one—half interest in three E—1 circuits in the CANTAT—III Cable System between Canada and Denmark, for the provision of authorized services —— on both a public—switched and private line basis —— between the United States and various points in Europe and Asia. Direct Net Telecommunications, a Limited Liability Company, 10 FCC Red 6560 (1995). Under File No. I—T—C—95—478, Direct Net received an authorization to lease (continued...) mana#.mC1 70791 7

11 THE TRANSACTION. As part of an internal corporate reorganization and recapitalization (which involves bringing in new equity holders), Direct Net will transfer all of its assets, including the 214 Certificates, to Direct Net II, a corporation to be formed in Delaware. All current subsidiaries of Direct Net will become subsidiaries of Direct Net II. Many of the current officers and directors of Direct Net will become officers and directors of Direct Net II. All of the current equity holders of Direct Net will become shareholders of Direct Net II. III. PUBLIC INTEREST CONSIDERATIONS. By virtue of its prior grant of the subject 214 Certificates to Direct Net, the Commission has found that the provision of the services authorized by the 214 Certificates is in the public interest. Transferring the assets to Direct Net II will allow current owners of Direct Net to obtain additional resources for the provision of an array of international telecommunications services. The same customer needs that warranted the grant of the 214 Certificates will be served by Direct Net II, a result that is consistent with the public interest. o (...continued) and operate a one—half interest in one E—1 circuit in the HGPT, APC and TPC— 4 Cable Systems, for the provision of authorized services —— on both a public— switched and private line basis —— between the United States and the Philippines. Direct Net Telecommunications, a Limited Liability Company, 10 FCC Red 12604 (1995). Doc#:DC1:79781.2

IV. INFORMATION REQUIRED BY SECTION 63.18. Pursuant to Section 63.18(e)(5) of the Commission‘s Rules, 47 C.F.R. § 63.18(e)(5), Applicants submit the following information: (a) Name and address of Assignor: Direct Net Telecommunications, a limited—liability company 4400 MacArthur Blyvd., Ste. 410 Newport Beach, CA 92660 (949) 474—1001 Name and address of Assignee: Direct Net Telecommunications, Inc. 4400 MacArthur Blvd., Ste. 410 Newport Beach, CA 92660 (949) 474—1001 (b) Direct Net is a privately held limited liability company organized under the laws of the State of Nevada. Direct Net II will be a privately held corporation organized under the laws of the State of Delaware. (c) Correspondence concerning this Application should be sent to: For Direct Net: Mr. Dan Gee C.E.0. Direct Net Telecommunications, a limited—liability company 4400 MacArthur Blvd., Ste. 410 Newport Beach, CA 92660 (949) 474—1001 Doc#:DC1:79781.2

With a copy to: Jeffrey H. Olson, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1615 L Street, N.W., Suite 1300 Washington, D.C. 20036 (202) 223—7300 ForDirectNetII: Mr. Dan Gee C.E.O. Direct Net Telecommunications, Inc. 4400 MacArthur Blvd., Ste. 410 Newport Beach, CA 92660 (949) 474—1001 With a copy to: Jeffrey H. Olson, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1615 L Street, N.W., Suite 1300 Washington, D.C. 20036 (202) 223—7300 (d) Direct Net is currently authorized to resell other carriers‘ public— switched services and to own and operate facilities to provide a full range of international telecommunications services on both a private line basis and a public—switched basis under the 214 Certificates detailed above. Direct Net II does not hold any Section 214 Certificates. (e) This application seeks authority for the assignment of the 214 Certificates from Direct Net to Direct Net II. 6 Not applicable. Doc#:DC1:79781.2

(g) Not applicable. (b) (1) The foreign carriers listed below are currently wholly—owned subs:diaries of Direct Net and will become wholly—owned subs:diaries of Direct Net II. 0 ZAC Direczt Net, a Russiar. Joint Stoc c Coripany provding telec mmnications services to retail clients including voice, data and value added services. 0 Direct Net Telesommunications UK, Itd., : United Kingdora privite limited compzny preperirg wholesal: carrier services. ®© Direct Net Telecommunications S.R.C., a Czech Repuslic limit :d lia »ility company tkat is a holcing company for Direct Net—30S5 S5.R.O. The foreign carrier listed below is 85 % owned by Direct Net Telecommunications S.R.O., a wholly—cowned subsidiary of Direct Net: @ Direct Net—EOS S.R.J9., a Czech Repuiblic imited Liability company providing telecommunications services to retail clients including ‘oice, data and value added services. Direct Net 1I certifies that it will not have an: affiliation with a foreigr carrier other than those listecd above. Each 0_ the above carriers lacks the ability to discriminate against unaffiliated U.S. carriers through direct or indirect control of bottleneck facilities or facilities in the destination countries. Direct Net II therefore will be a non—dominant carrier on routes applicable to its affiliations. Direct Net II will have Nan#:NC1—70781 9

some interlocking directorates, but none (except those with its sulsidiaries listed above) will involve foreign carriers.* (Z The 10% or greater equity owners of Direct Net are as follows: Direct Net Telecommunications Ltd. 4040 MacArthur Blvd., Suite 307 Newport Beach, CA 92660 Nevada corporation Principal Dusiness: telecommuinications Telecorn Investment Group, Iic. 25200 LaPaz Road, Suite 21C Laguana Hills, CA 92653 California corporation Principal lusiness: telecommunications Sector Capital Fund, Ltd. 6 Krastopresnenskaya Nab. 123100 Moscow, Russia Cyprus LLC Principal business: financial s2rvices The 10% or greater indirect shareholders of Direct Net are as follows: Frederick Fourcher 4041 MacArthur Blvd., Ste. 490 Newport Beach, CA 92660 Citizen of the United States Principal business: telecommunications 4/ Certain of Direct Net II‘s outside directors, whose primary affiliation is with a financial institution with which Direct Net II has a relationship, serve from time to time, on the boards of other carriers which also have financial relationships with those institutions. To the best of Direct Net II‘s knowledge, each of these other carriers lacks the ability to discriminate against unaffiliated U.S. carriers through direct or indirect control of bottleneck facilities or facilities in their destination countries. Doc#:DC1:79781.2

Frederick Andersen 4400 MacArthur Blvd., Ste. 410 Newport Beach, CA 92660 Citizen of the United States Principal business: telecommunications Hon Family Trust Barry G. Hon, Trustee 25200 LaPaz Road, Ste. 210 Laguna Hills, CA 92653 Principal business of trustee: real estate The 10% or greater equity owners of Direct Net II will be as follows: Sector Capital Fund, Ltd. 6 Krasnopresnenskaya Nab. 123100 Moscow, Russia Cyprus LLC Principal business: financial services Michael Scheele 1258 Valencia San Francisco, CA 94110 Citizen of the United States Principal business: telecommunications Richard C. Grange 1600 Jackson St., Ste. 300 Golden, CO 80401 Citizen of the United States Principal business: telecommunications Spectrum Equity Investors II, L.P. One International Place, 29th Floor Boston, MA 02110 Delaware limited partnership Principal business: financial services Spectrum Equity Investors II, L.P. ultimately will be controlled by the following three individuals: Doc#:DC1:79781.2

William Collatos One International Place, 29th Floor Boston, MA 02110 Citizen of the United States Principal business: financial services Bryon Applegate One International Place, 29th Floor Boston, MA 02110 Citizen of the United States Principal business: financial services Kevin Maroni One International Place, 29th Floor Boston, MA 02110 Citizen of the United States Principal business: financial services (3) Direct Net II certifies that it is not and will not be affiliated with any U.S. carriers whosefacilities—based services it proposes to resell. i) Direct Net II hereby certifies, under penalty of perjury, that it has not agreed to accept —— nor will it accept —— special concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flows between the U.S. and any foreign country that Direct Net II may serve under the authority granted pursuant to Part 47 of the Rules. G) Pursuant to Sections 1.2001 through 1.2003 of the Rules, by certification attached hereto, Direct Net II certifies that no party to this application is subject to a denial of Federal benefits that includes FCC benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988. Doc#:DC1:79781.2

11702798 20:55 2237422 + J FH MIO NO. 384 PU9117/0#19 10 V. CERTIHCATION fourhnnmbnmmherarkd Direct Net and Direct Net II certify that the information provided herein is correct to the best of their knowledge and belief, and that it is provided in good faith. Respectfully submitted, DIRECT NET TELECOMMUNICATIONS, A LIMITED LIABILITY CCMPANY By: COpyP/Z. p rme— Daniel S. Gee Chief Executive Ofiicer DIRECT NET TELECOM UMUNICATIONS, INC. By: GQ‘?&/ZA _ Daniel S. Gee Chief Executive Ofiicer Date: _ALew. _3 _, 1998 Of Counsel Jeffrey H. Olson, Esq. Kira A. Merski, Esq. Paul, Weiss, Rifkind, Wharton & Garmison 1615 L Street, N.W., Suite 1300 Washington, D.C. 20036 (202) 223—7300 m s snn n mvre t +

11,/02798 20:56 2237422 + J Fill MIO NO. 384 PU912/019 Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In re Application of DIRECT NET TELECOMMUNICATIONS, File No. _ A LIMITED LIABILITY COMPANY For Authority to Assign Its Certificates Issued Pursuant to Section 214 of the Communications Act of 1934, as Amended, to Direct Net Telecommunications, Inc. CERTIFICATION OF APPLICANT I hereby certify, under penalty of perjury, that neither the applicant not any party to this application is subject to a denial of Federal benefits that includes FCC benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. Section 853a. . Executed on this fiday of November, 1998, DIRECT NET TELECOMMUNICATIONS, INC. Daniel S. Gee 7 C.E.O. Direct Net Telecommunications, Inc. 4040 MacArthur Bivd., Suite 307 Newport Beach, California 92660 (949) 474—1001 Doc#:DC1:79781.1

PAUL, WEISS, RIFKIND, WHARTON & GARRISON 1285 AVENUE OF THE AMERICAS NEW YORK, NY 10019—6064 TELEPHONE (212) 373—3000 1615 L SsTREET, NW w ASHINGTON, DC 20036—5694 FACSIMILE (212) 757—3990 TELEPHONE (202) 223—7300 FACSIMILE (202) 223—7420 62, RUE DU FAUBOURG SAINT—HONORE 75008 PARIS, FRANCE TELEPHONE (33 1) 53 43 14 14 FACSIMILE (33 1) 53 43 00 23 WRITER‘S DIRECT DIAL NUMBER FUKOKU SEIMEI BUILDING (202) 223—7337 2—2 UCHISAIWAICHO 2—CHOME CHIYODA—KU, TOKYO 100, JAPAN TELEPHONE (81—3) 3597—8101 WRITER‘S DIRECT E—MAIL ADDRESS FACSIMILE (81—3) 3597—8120 kmerski@paulweiss.com SUITE 2201 SCITECH TOWER 22 JIANGUOMENWAI DAJIE BEIJING, 100004 . wWRITER‘S DIRECT FACSIMILE PEOPLE‘S REPUBLIC OF CHINA (202) 223—7420 TELEPHONE (86—10) 6512—3628—30 FACSIMILE (86—10) 6§12—3631 November 23, 1998 13TH FLOOR, HONG KONG CLUB BUILDING SA CHATER ROAD, CENTRAL HONG KONG TELEPHONE (852) 2536—9933 Via Hand Dglivery vic—Bs§— 199811 Oé )$] FACSIMILE (8§2) 2536—9622 Magalie Roman Salas, Secretary RECEIVED Federal Communications Commission 1919 M Street, N.W., Room 222 NOV 23 1998 Washington, DC 20054 FEDERAL COMMUNICATIONS COMMISSIO® OFFICE OF THE SECRETARY Re: Application Of Direct Net Telecommunications, a limited liability company, for Authority to Assign International Dear Ms. Salas: On November 6, 1998, Direct Net Telecommunications, a limited liability company ("Direct Net I") and Direct Net Telecommunications, Inc. ("Direct Net II") filed an application requesting Commission consent to the assignment of Direct Net‘s Section 214 certificates to Direct Net II. In responseto informal Commission staff requests for additional information regarding this application, we hereby submit the following information. Following the assignment of the certificates to Direct Net II, the ownership percentages of the 10% or greater equity holders of Direct Net II will be as follows: Sector Capital Fund, Ltd. will hold 13%; Michael Scheele will hold 15%; Richard C. Grange will hold 11%; Spectrum Equity Investors will hold 25%. Thank you for your assistance with this matter. Very truly yours, [/&ma A. YAind ki Kira A. Merski Attorney for Direct Net Telecommunications, a limited liability company Direct Net Telecommunications, Inc. ge: Troy Tanner Susan O‘Connell Doc#:DC1:81075.1


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