Attachment 20170124135045-717.p

20170124135045-717.p

SUPPLEMENT

Supplement

1998-09-03

This document pretains to ITC-T/C-19980903-00788 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1998090300788_1396505

Streamlined ITC-T/C-1 9980903-00788 Interoute-WholesaJe Inc. LAW OFFICES OF THOMAS 2300 M STREET, N.W. SUITE 800 WASHINGTON, D.C. 20037 TELEPHONE (202) 973-2890 FAX (202) 973-2891 E-MAIL tkcrowemci2000.com November 9, 1998 BY HAND Troy Tanner Chief, Policy and Facilities Branch International Bureau Federal Communications Commission 2000 M Street, N.W. Room 800 Washington, D.C. 20554 Re: Interoute Telecommunications, Inc.; Application for Consent to Transfer Control Dear Mr. Tanner: In response to Commission staff inquiries, Interoute Telecommunications, Inc. (Interoute) hereby supplements and amends its Application for Consent to Transfer Control (Application), filed September 3, 1998 (but not yet placed on public notice), as follows: Interoute Ownership Per your request and pursuant to Section 61. 18(h)(2), 47 C.F.R. § 63. 18(h)(2) (1997), the following reflects revised, current and complete ownership information with respect to Interoute. Specifically, the following entities hold a ten percent (10%) or greater ownership or management interest in Interoute: Name/Address % Held Citizenship Principal Business Interoute 48.4% U.K. Holding Company Telecommunications plc 7 Portland Place London WIN3AA England

Troy Tanner November 9, 1998 Page 2 Interoute Communications 33.1 % Bahamian Holding Company Group, Ltd.1 Suffrey Square, Suite 205 Bank Lane Nassau, Bahamas Interoute Telecommunications plc is 100% owned by Interoute Communications Group, Ltd.2 The following entities hold a ten percent (10%) or greater ownership or management interest in Interoute Communications Group, Ltd.: Name/Address % Held Citizenship Principal Business Sandoz Family Foundation 50.7% Swiss Trust 85 Avenue Generate Guisan Lausanne, Switzerland An Executive Committee is entrusted with operational management of the Sandoz Family Foundation. The Executive Committee consists of the following individuals: Name/Address Citizenship Principal Business Pierre Landolt Swiss Chairman, Executive Committee do Sandoz Family Foundation 85 Avenue Generate Guisan Lausanne, Switzerland On November 4, 1998, Belgravia Telecom Corporation, Ltd. sold its 33.1% ownership interest in Interoute to Belgravia II Ltd., a Bahamian company, created specifically for the purpose of effectuating the transaction described in this footnote. Belgravia II Ltd. immediately transferred the shares to Interoute Communications Group, Ltd. No officer or director of Belgravia Telecom Corporation, Ltd. served as a board member or officer of Interoute. As such, Interoute does not believe transfer of control authorization is necessary in connection with this particular transaction. However, to the extent the Commission may deem it necessary, Interoute requests transfer of control authorization for this transaction. 2 Integrated Communications Group, Limited changed its name to Interoute Communications Group, Ltd. on July 1, 1998.

Troy Tanner November 9, 1998 Page 3 Victor Bischoff Swiss Member, Executive Committee do Sandoz Family Foundation 85 Avenue Generale Guisan Lausanne, Switzerland Oskar Holenweger Swiss Member, Executive Committee do Sandoz Family Foundation 85 Avenue Generale Guisan Lausanne, Switzerland Olivier Verrey Swiss Member, Executive Committee do Sandoz Family Foundation 85 Avenue Generale Guisan Lausanne, Switzerland Additional Information In response to your inquiry, the following clarification under Section 63. 18(h)(8), 47 C.F.R. § 63.18(h)(8) (1997), is provided. As explained in the Application, Interoute desires to be regulated as a non-dominant carrier for all of the services included in its 214 Authorization and destination countries, including the U.K., France, Germany, Denmark, Netherlands, Switzerland, Portugal and Spain. Interoute's foreign carrier affiliates do not have the potential to discriminate against unaffiliated U.S. carriers through such means as preferential operating agreements, preferential routing of traffic, exclusive or more favorable transiting agreements, or preferential domestic access and interconnection agreements. None of Interoute's foreign affiliated carriers are monopoly, duopoly or oligopoly providers of services in their respective home countries. Rather, each of Interoute's foreign affiliated carriers are resellers which compete against such carriers. In addition, each of Interoute's foreign affiliated carriers control less than 50% of the market share in each of their respective home countries.3 As such, because Interoute's foreign carrier affiliates clearly do not have the potential to discriminate against unaffiliated U.S. carriers, Interoute should be regulated as a non-dominant carrier. Interoute also wishes to modify footnote one of its Application to seek authorization, nunc pro tunc, for the pro forma transfer of control which occurred on May 11, 1998. Application at 2, n. 1. As the footnote indicates, this transaction entailed a change in corporate name as well as structure (from a limited liability corporation to a C corporation), but underlying ownership See In Re Rules and Policies on Foreign Participation in the U.S. Telecommunications Market, Report and Order and Order on Reconsideration, 12 FCC Rcd. 23891, 23996 (1997)(stating that there is a presumption that U.S. affiliates of foreign carriers with less than 50% market share in the relevant foreign market are non-dominant).

Troy Tanner November 9, 1998 Page 4 and control remained the same. Interoute asks that the Commission approve this transfer, to the extent necessary, in the context of its approval of the broader transaction. Finally, please note that on page four of the Application it is stated that Pre-Pay Long Distance, Inc. (Pre-Pay) will be dissolved. Although Pre-Pay has Section 214 Authorization to provide common carrier international telecommunication services, it has not to date offered any common carrier services under the authorization. Thus, Sections 63.19 and 63.71 of the Commission's Rules, 47 C.F.R. § 63.19, 63.71 (1997), are inapplicable to Pre-Pay. Please file-stamp and return the extra copy of this letter in the addressed, stamped envelope provided for this purpose. Questions regarding this matter should be directed to the undersigned. Thomas K. Crowe Elizabeth Holowinski, Counsel for Interoute Telecommunications, Inc. cc: Francis Eisenstein, FCC Richard Young Pat Dowhie

LAW OFFICES OF THOMAS K. CROWE, P.C. 2300 M STREET, N.W. surr 800 WASHINGTON, D.C. 20037 TELEPHONE (202) 973-2890 FAX (202) 973-2891 E-MAIL tkcrowemci2000.com September 3, 1998 BY HAND Federal Communications Commission International Bureau Telecommunications Division P.O. Box 358115 Pittsburgh, PA 15251-5115 Re: Interoute Telecommunications, Inc. Dear Sir/Madam: Please find enclosed an original and six copies of Interoute Telecommunications, Inc.'s Application for Consent to Transfer Control. Also enclosed is an FCC Form 159 and a check in the amount of $745.00 payable to the Federal Communications Commission to cover the requisite filing fee. Please file-stamp and remrn the extra copy of this filing in the self-addressed, stamped envelope enclosed for this purpose. Questions regarding this filing should be directed to the undersigned. Sincerely, Ze Thomas K. Crowe Elizabeth Holowinski, Counsel for Interoute Telecommunications, Inc. Enclosures

APPROVED BY 0MB 30e0.05fl READ INSTRUCTIONS CAREFULLY BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSION _____________________________ REMITTANCE ADVICE PAGENOOF (1)LOCKBOX# 358115 S ECTION A - PA Y ER INFORM A TION Iboê(n d CB4RB) nn .nooUy.. 1 nçtpn (3) TOTAL AMOUNT P.440 1) PAYER NAME))) p.yw.q by on.t cBnd. .4 y ATI Telecom, Inc. 745 . 00 410°dororia Avenue 5) STREET ADORESS LP4E NO.2 r-rc..--qc- (7) STATE (I) ZIP COOE I) cITY Corona NY 11368 cod.) (10) COUNTRY CODE ((I no( In U.S.A.) DAYrP4C TELEPHONE NL4!SR )k,cIMd. . 718-271-4300 ... - - APPLiCANT INFORMATION Tco, rIcot. ot.ct(y RB 4 no yc' CR4'5) ii) APPliCANT NAMEIP p.png by o.R cMVI. Interoute Telecommunications, Inc. 12) STREET AOORE5S 13db NO. 1 1 World Trade Center 13) STREET ADORESS LIPS NO. 2 Suite_4531 ______________________________ (II) COOE _________ (15) STATE ZIP 11) CITY New York NY 10048 IBJOd. A coO.) (ii) COUNTRY CODE ) not., U.S.A.) 17) OAYTW.)S TELEPHONE NLW.*8ER 212-488-- 1113 (ORj5LC $ ETION C - FYMEMT INFORMATII (2rA Z1hi (22.4) TEl OtiS FO pC N BLOCS 25.4 FCC iJE0M.Y.. ....,. IBA) FCC CALL (4(.TS1ER ID (20A) PAYMENT TYPE CODE (FTC) (-Sf-' - -..s.-- A. - .... 1' L. U T 1 74 5 .. u fcA) FCC COOS 2 23A) FCC COOS 1 FCC USE OM. ...VV .- . - I (l,PlDbdbm (226) FEE DOE FOR IPTC) 4 BLOCK 206 I IBBI FCC CALL. SIGN/OThER (0 (206) PAYM ENT TYPE CODE (FTC) 230) FCC CODE I I I I FCC CODE 1216) (LrC)DOct1Y1 V (220) FEE DUE FOR FTC) 1 BLOCK ZOO FCC 1235 O#&y ..,-. ..... .,-. 19C) FCC CALL SIGOt'OT)4ER JO )20C) PAYM ENT TYPE CODE (FTC) .•__'_._s_ FCC COOE 2 23(2 FCC CODE 1 (2101 QtEO2drflT (220) FEE DUE FOR (FTC) PB BLOCK 206 FCC (235 046.1..- i-... -. - 190) FCC CALL SIGN/OIlIER 0 (200) PAYMENT TYPE CODE (FTC) 5 230) FCC CODE 1 2401 FCC COOS 2 SECTION:DTAXPAvER.INFO RMAT1ON.L(REgUIRED) 2.001 JO AD L ZOIIFLZTE 1505 BLOCk CM.) 1 kPFOCA).T ))A2Z MI_I, 5 OFELE0II 05 Fc,LS 25) PAYERTIN I0113H SECTION E - CERTIFICATION I I I I I I I 27) CERTiFICATION STATEMENT Elizabeth Ho low ins k Certify under penalty of perjury that the fooing and supporting nforrpation are te and coIT to the best of my knowledge, infomation and belief. SIGNATURE TIO N F - CREDIT CARD PAYMENT NFQRMATK' MASTERCA(2OMSA ACCOUNT DR( EXPIRATION DATE: 2$) MENTAR0 _______________ MONTH I YEAR A(JTHOZEO S200AIIJRE OATS Jvls.* I P.0, flco.. FCC. d..,q.s..y VISA - MASTTBCVRO IA .s.coIY.700J 1 :t - -- FCC F001.4 (9 )ULY 007 REVISED) SEE POOLE BURDEN ESTWATE ON REVERSE

FEDERAL COMNUNICATION Check Number: 9947 Check Date: Aug 31,199.8 Check Amount: $745;OO Item to be Paid - Description Discount Taken Amount Paid FCC-1T083198 9947 ATI TELECOM, INC. The Chase Manhattan Bank, N.A. 1-2/210 115 110-72 Corona Ave. 37-94 103 Street Corona, N.Y. 11368 Corona, New York 11368 (718) 271-4300 Aug 31, 1998 *******$745 .00* DATE AMOUNT Memo: PAY Seven Hundred Forty-Five and 0/100 Dollars TO THE ORDER FEDERAL COMMUNICATION COMMISSI OF P.O. BOX 358835 REGULATORY FEES PITTSBURGH, PA 15251-5835 INTEROUTE "OOL,?I• ':oLooooL: L LP1L,,I'

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of II'TEROUTE TELECOMMUNICATIONS, INC. File No. _______ Application for Authority Pursuant to Section 214 of the Communications Act of 1934, as amended, to Transfer Control of Authorized International Carriers APPLICATION OF INTEROUTE TELECOMMIJNTCATIONS. INC. FOR CONSENT TO TRANSFER CONTROL Pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214 (1997), and Section 63.18 of the Commission's Rules, 47 C.F.R. § 63.18 (1997), Interoute Telecommunications, Inc. ("Interoute") hereby requests authority to effectuate nunc pro tunc the transfer of control of three international carriers, ATI Telecom, Inc. ("ATI Telecom), ATI Rentals, Inc. ("ATI Rentals") and Pre-Pay Long Distance, Inc. ("Pre-Pay") (collectively, 'ATI Group"), to Interoute, effective July 15, 1998, the date of certain transactions described herein. Both Interoute and the ATI Group (collectively, "Applicants") are non-dominant carriers separately authorized by this Commission to provide international telecommunications services. As fully described herein, approval of the transfer will permit Interoute and the ATI Group to realize significant economic and marketing efficiencies which will enhance their ability to continue providing high quality, low cost telecommunications services and to compete more effectively in the international telecommunications marketplace. Accordingly, grant of this

Application will benefit the public interest. fri support of this Application, Applicants submit the following information: I. THE PARTIES A. Interoute Telecommunications, Inc. Iriteroute is a Delaware corporation whose principal office is located at 1 World Trade Center, Suite 4531, New York, New York, 10048. A provider of telecommunications and consulting services, Interoute has global authority to provide resold and facilities-based international telecommunications services.' Interoute has no affiliation, within the meaning of Section 63.18(h)(1)(i) of the Commission's Rules, 47 C.F.R. § 63.18(h)(1)(i) (1997), with a dominant U.S. or foreign facilities-based carrier. Information concerning Interoute's legal, technical, and financial qualifications to provide service was submitted with Interoute's application for Section 214 authorization and is, therefore, already a matter of record before the Commission. Overseas Common Carrier Section 214 Applications Actions Taken, Public Notice, ITC 97-720 (Jan. 9, 1998). Interoute Telecommunications, LLC, the original Section 214 licensee, was merged with a new corporation formed on May 8, 1998 by Interoute Telecommunications, LLC's shareholders known as "Interoute Telecommunications, Inc." The purpose of the merger, which occurred on May 11, 1998--and is a component of the transaction for which this application is submitted--was to change the company's status from a limited liability corporation to a C Corporation. Commission authorization for a transfer of control in connection with this particular transaction is not required since no transfer of control occurred as both entities are identically owned. Applicants therefore request that the Commission's determination in this matter reflect that the transferee in the instant transfer of control is "Interoute Telecommunications, Inc." and not the original licensee, "Interoute Telecommunications, LLC." 2

B. All Telecom, Inc., All Rentals, Inc. and Pre-Pay Long Distance, Inc. ATI Telecom, a New York corporation, has global authority to provide resold and facilities-based international telecommunications services 2 AT! Rentals, a New York corporation, is authorized to provide international switched voice services between the United States and international points by the resale of international switched services of existing facilities-based carriers.3 Pre-Pay, a Delaware corporation, has authority to provide resold international switched voice services between the United States and international points.4 AT! Telecom, AT! Rentals and Pre-Pay are considered non-dominant carriers under the FCC's rules. ATI Telecom, ATI Rentals, and Pre-Pay have no affiliation, within the meaning of Section 63.18(h)(1)(i) of the Commission's Rules, 47 C.F.R. § 63.18(h)(1)(i) (1997), with a dominant U.S. or foreign facilities-based carrier. Information concerning the AT! Groups' legal, technical, and fmancial qualifications to provide service was submitted with the companies' applications for Section 214 authorization and is, therefore, already a matter of record before the Commission. 2 Overseas Common Carrier Section 214 Applications Actions Taken, Public Notice, ITC 97-589 (Nov. 20, 1997). ATI Telecom is also authorized to provide communications between appropriately licensed earth stations and INTELSAT, PanAmSat, TDRS, and Orion satellite systems to and from certain specified points, as well as to communicate with the transborder satellite systems, Anik and Morelos/Solidaridad to Canada and Mexico. In Re AT! Telecom, Inc. Application for authority to acquire and operate facilities for service to various overseas points, Order, Authorization, and Certificate, ITC 95-390 (Aug. 15, 1995). In Re AT! Rentals, Inc. Application for authority to operate as an international resale carrier, Order, Authorization and Certificate, ITC 92-107 (April 10, 1992). Overseas Common Carrier Section 214 Application Actions Taken, Public Notice, ITC 96-283 (July 11, 1996). 3

IL DESCRIPTION OF TRANSACTION On May 13, 1998, Interoute and the ATI Group entered into a defmitive Share Purchase Agreement ("Agreement1') pursuant to which Interoute acquired the ATI Group by purchasing all of the ATI Groups' outstanding shares from the All Group shareholders. Under the terms of the Agreement, shareholders of the All Group received a cash payment in addition to a 10% interest in Interoute and Integrated Communications Group Limited, a Bahamian holding- company affiliated with Interoute. Essentially, the acquisition of the ATI Group by Interoute resulted in a transfer of control of the ATI Group to Interoute. Subject to the approval of the Commission, various state authorities and other customary conditions, the transaction was consummated on July 15, 1998, when Interoute acquired 100% of the ATI Group's outstanding shares. Under the terms of the Agreement, ATI Telecom and ATI Rentals will continue to operate as wholly owned subsidiaries of Interoute. The terms of the Agreement require that Pre- Pay be dissolved. After its dissolution, all of Pre-Pay's customers will be served by ATI Telecom. Applicants expect that for the foreseeable future ATI Telecom and ATI Rentals will continue operating under their current names and no certificate holder name will change. Moreover, the Applicants will continue to provide high quality, affordable telecommunications services to the public. As such, the Agreement will not in any way disrupt service nor cause inconvenience or confusion to the customers of Interoute or ATI Telecom and ATI Rentals. Applicants request Commission approval, nunc pro tunc, for authority to effectuate this transaction, thereby transferring control of the ATI Group to Interoute, effective July 15, 1998. 4

It has only recently come to the attention of the Applicants that they were required to receive prior Commission approval. Applicants regret this oversight and request grant of this application nunc pro tunc to conform the Applicants' operations to Commission requirements. Applicants respectfully submit that their temporary noncompliance with the Commission's rules is mitigated by the following factors. First, Applicants have voluntarily come forward to correct their ownership status before the Commission. Second, upon learning the need for Commission approval in connection with this transaction, Applicants have acted expeditiously in seeking Commission approval. Third, approval will permit Applicants to continue making efforts to enhance their provision of high quality, cost effective services, and thus is in the public interest. Ill. PUBLIC INTEREST The transfer of control of the ATI Group, through the sale and purchase of its shares, will serve the public interest by permitting the ATI Group and Interoute to compete more effectively in the international switched services market. This transaction creates access, by the ATI Group, to the larger capital base of Interoute, as its new parent company. The ATI Group's operations will more readily increase in size and profitability, due to enhanced economies of scale. In addition, the access to capital resources stemming from the proposed transaction will enhance the ATI Group's potential for growth. Accordingly, the proposed acquisition will benefit consumers through improved services and lower rates, thereby promoting competition in the international telecommunications market. 5

The Commission recognizes that the international market for switched voice services is becoming increasingly competitive in nature and that such competition benefits consumers.5 Given the Commission's desire to foster competition in the international switched voice market, grant of the proposed transaction is in the public interest. IV. SPECIFIC PART 63 iNFORMATION As required by Section 63.18 of the Commission's Rules, Applicants submit the following information: (a) Name and address of applicants: Transferee: Interoute Telecommunications, Inc. 1 World Trade Center Suite 4531 New York, New York 10048 (212) 488-1113 Transferors: ATI Telecom, Inc. 110-72 Corona Avenue Queens, New York 11368 (718) 271-4300 ATI Rentals, Inc. 110-72 Corona Avenue Queens, New York 11368 (718) 271-4300 In Re Rules and Policies on Foreign Participation in the U.S. Telecommunications Market; Market Entry and Regulation of Foreign-Affiliated Entities, Report and Order and Order on Reconsideration in lB Docket Nos. 97-142 and 95-22, FCC 97-398, ¶ 1 (Nov. 26, 1997). 6

Pre-Pay Long Distance, Inc. 110-72 Corona Avenue Queens, New York 11368 (718) 271-4300 (b) Interoute is a corporation organized under the laws of the State of Delaware. AT! Telecom is a corporation organized under the laws of the State of New York. AT! Rentals is a corporation organized under the laws of the State of New York. Pre-Pay is a corporation organized under the laws of the State of Delaware. (c) Correspondence concerning this application should be sent to: Thomas K. Crowe Elizabeth Holowinski Law Offices of Thomas K. Crowe, P.C. 2300 M Street, N.W., Suite 800 Washington, D.C. 20037 (202) 973-2890 with a copy to: Nick Razey Chief Executive Officer Interoute Telecommunications, me. 1 World Trade Center Suite 4531 New York, New York 10048 (212) 488-1113 and Patricia Dowhie Secretary ATI Telecom, Inc. 110-72 Corona Avenue Queens, NY 11368 (718) 271-4300 7

(d) As discussed above, Interoute previously received authority from the Commission 6 ATI Telecom received to provide global facilities-based and resale services authority under Section 214 of the Communications Act to provide global facilities-based and resale services.7 ATI Rentals and Pre-Pay have 214 authorizations to provide resold international switched services.8 (e) Pursuant to this Application, Interoute requests transfer of control authority to acquire ATI Telecom, ATI Rentals, and Pre-Pay. (f) Not applicable. (g) Not applicable. (h) (1) Interoute has affiliations with foreign carriers in the U.K., France, Germany, Denmark, Netherlands, Switzerland, Portugal and Spain. A list of the names and addresses of Interoute's foreign affiliates is attached as Exhibit A. ATI Telecom, ATI Rentals, and Pre-Pay are not affiliated, as defmed by Section 63.18(h)(1)(i) of the Commission's Rules, 47 C.F.R. § 63.18(h)(1)(i) (1997), with any foreign carriers. (h) (2) The following entities hold a ten percent (10%) or greater ownership or management interest in Interoute: Name/Address % Held Citizenship Principal Business Interoute Telecommunications 54.4% U.K. Holding Company PLC 6 1-63 Berners Street London WIT3AE England tel: +44 171 580 1383 6 çsupraatn.1. supra at n.2. 8 supra at n.3 and n.4. 8

Beigravia Telecom Corporation 37.2% Bahamian Holding Company Limited do Mossack Fonseca & Co. [Bahamas] Ltd. Saffrey Sq., Suite 205 Banklane P.O. Box N-8188 Nassau, Bahamas Attn: Antoinette Stubbs tel: (242) 322 7601 Both Interoute Telecommunications PLC and Beigravia Telecom Corporation are 100% owned by Integrated Communications Group Limited, a Bahamian company. The following entities hold a ten percent (10%) or greater ownership or management interest in All Telecom: Name/Address % Held Citizenship Principal Business Patricia Dowhie 20% U.S.A. Individual 166-14th Avenue Beechurst, NY 11357 Chris Dowhie 80% U.S.A. Individual 166-14th Avenue Beechurst, NY 11357 The following entities hold a ten percent (10%) or greater ownership or management interest in ATI Rentals: Name/Address % Held Citizenship Principal Business Chris Dowhie 100% U.S.A. Individual 166-14th Avenue Beechurst, NY 11357 9

The following entities hold a ten percent (10%) or greater ownership or management interest in Pre-Pay: Name/Address % Held Citizenship Principal Business Patricia Dowhie 75% U.S.A. Individual 166-14th Avenue Beechurst, NY 11357 Martin Ciesinski 25% U.S.A. Individual 22 Cousins Street Fort Salonga, NY 11768 A list of the Applicants' interlocking directorates is attached as Exhibit B. (h) (3) Not applicable. (h) (4) Interoute's affiliated carriers in the U.K., France, Germany, Denmark, Netherlands, Switzerland, Portugal and Spain own and control telecommunications facilities in each of these countries. (h) (5) Applicants acknowledge that they are responsible for the continuing accuracy of the certifications required herein, and that they will notify the Commission of any change in substance as required by the Commission's rules. (h) (6)-(7) Interoute's affiliated carriers in the U.K., France, Germany, Denmark, Netherlands, Switzerland, Portugal and Spain do not have the ability to discriminate against unaffihiated U.S. international carriers through control of bottleneck services or facilities in any of these countries or in any other destination country to which Applicants will provide service. Additionally, the Commission has found the U.K., France, Germany, Denmark, and the Netherlands to be equivalent countries.9 Overseas Common Carrier Section 214 Application Actions Taken, Public Notice, DA 98-1233 at General Condition 8 (June 25, 1998). 10

(h) (8) Interoute desires to be regulated as a non-dominant carrier for all of the services included in its 214 Authorization and destination countries including the U.K., France, Germany, Denmark, Netherlands, Switzerland, Portugal and Spain. Interoute's affiliated carriers do not have the potential to discriminate against unaffihiated U.S. carriers through such means as preferential operating agreements, preferential routing of traffic, exclusive or more favorable transiting agreements, or preferential domestic access and interconnection arrangements. (i) As required by Section 63.18(i) of the Commission's Rules, 47 C.F.R. § 63.18(i) (1997), Applicants certify that they have not agreed to accept nor shall they accept in the future any special concessions, as defined by the Commission's Rules, directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flows between the U.S. and any foreign country for which Applicants may be authorized to serve. (j) Applicants are not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. Applicants' certifications pursuant to Section 1.2002 of the Commission's Rules, 47 C.F.R. § 1.2002 (1997), (implementing the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 3301 (1997)) are attached. 11

V. CONCLUSION For the reasons stated herein, Interoute and the ATI Group respectfully submit that the public interest, convenience and necessity would be furthered by grant of this application. Respectfully submitted, INTEROUTE TELECOMMUNICATIONS, INC.; ATI TELECOM, INC.; ATI RENTALS, INC.; AND PRE-PAY LONG DISTANCE, INC. By: 4CJ &ZA)L Thorn K. Crowe Elizabeth Holowinski LAW OFFICES OF THOMAS K. CR0 WE, P.C. 2300 M Street, N.W. Suite 800 Washington, D.C. 20037 (202) 973-2890 COUNSEL FOR INTEROUTE TELECOMMUNICATIONS, INC.; ATI TELECOM, INC.; ATI RENTALS, INC.; AND PRE-PAY LONG DISTANCE, INC. September 3, 1998 12

CERTIFICATIONS OF APPLICANT On behalf of Interoute Telecommunications, Inc., and in acccrdance with Sections 1.2001-1.2003 of the Commission's Rules, 47 C.F.R. § 1.2001-1.2003 (1997), I hereby certify that neither Interoute Telecommunications, Inc., its officers and directors, or any party with a five percent or greater interest in Interoute Telecommunications, Inc., is subject to a denial of the Federal benefits requested herein pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 853(a) (1997). I also hereby certify that the statements in the foregoing application are true, complete, and correct to the best of my knowledge and are made in good faith. Interoute Telecommunications, Inc. has not agreed to accept any concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flow between the Untied States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission's Rules, and has not agreed to enter into such agreements in the future. Pursuant to Section 63.18(h) of the Commission's Rules, 47 C.F.R. § 63.18(h) (1997), I certify that Interoute Telecommunications, Inc. has an affiliation with foreign carriers in the U.K., France, Germany, Denmark, Netherlands, Portugal, Spain and Switzerland. Although these affiliates own and control telecommunications facilities, they do not have the ability to discriminate against unaffiliated U.S. international carriers through control of bottleneck services or facilities in any of the aforementioned countries or in any of the other designation countries covered by this application. These affiliates do not have the potential to discriminate against unaffiliated U.S. international carriers through such means as preferential operating agreements, preferential routing of traffic, exclusive or more favorable transiting agreements, or preferential domestic access and interconnection arrangements. I further certify that Interoute Telecommunications, Inc. does not have an affiliation with any U.S. carrier whose facilities- based services Interoute Telecommunications, Inc. proposes to resell, either directly or indirectly. I also certify that Interoute Telecommunications, Inc. is responsible for the continuing accuracy of all of its certifications. INTEROUTE TELECOMMUNICATIONS, INC. By: Name: /61?r,,i Title: Date:

CERTIFICATIONS OF APPLICANT On behalf of All Telecom, Inc., in accordance with Sections 1.2001-1.2003 of the Commission's Rules, 47 C.F.R. § 1.2001-1.2003 (1997), I hereby certify that neither ATI Telecom, Inc., its officers and directors, or any party with a five percent or greater interest in All Telecom, Inc. is subject to a denial of Federal benefits requested herein pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 853(a) (1997). I also hereby certify that the statements in the foregoing application are true, complete, and correct to the best of my knowledge and are made in good faith. ATI Telecom, Inc. has not agreed to accept any concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flow between the Untied States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission's Rules, and has not agreed to enter into such agreements in the future. ATI TELECOM, INC. By: Name: Title: yI Date:

CER'lIIeICATIONS OF 4PPLICANT On behalf of ATI Rentals, Inc., in accordance with Sections 1.2001-1.2003 of the Commission's Rules, 47 C.F.R. § 1.2001-1.2003 (1997), I hereby cehify that neither ATI Rentals, Inc., its officers and directors, or any party with a five percent or greater interest in ATI Rentals, Inc. is subject to a denial of Federal benefits requested herein pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 853(a) (1997). I also hereby certify that the statements in the foregoing application are true, complete, and correct to the best of my knowledge and are made in good faith. ATI Rentals, Inc. has not agreed to accept any concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flow between the Untied States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission's Rules, and has not agreed to enter into such agreements in the future. ATI RENTALS, INC. By: Name: Title: Date:

CERTIFICATIONS OF APPLICANT On behalf of Pre-Pay Long Distance, Inc., and in accordance with Sections 1.2001- 1.2003 of the Commission's Rules, 47 C.F.R. § 1.2001-1.2003 (1997), I hereby certify that neither Pre-Pay Long Distance, Inc., its officers and directors, or any party with a five percent or greater interest in Pre-Pay Long Distance, Inc. is subject to a denial of Federal benefits requested herein pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. 21 U.S.C. § 853(a) (1997). I also hereby certify that the statements in the foregoing application are true, complete, and correct to the best of my knowledge and are made in good faith. Pre-Pay Long Distance, Inc. has not agreed to accept any concessions directly or indirectly from any foreign carrier or administration with respect to traffic or revenue flow between the Untied States and various international points under the authority granted under Section 214 of the Communications Act of 1934, as amended, and the Commission's Rules, and has not agreed to enter into such agreements in the future. PRE-PAY LONG DISTANCE, INC. By: Name: Title: Date:

EXHIBIT A INTEROUTE'S FOREIGN AFFILIATES Interoute Denmark A/S Interoute SA Smedahoim 13C 36 Avenue Cardinal-Mermilled DK - 2730 Herley 1227 Carouge Denmark Switzerland tel: +45 44 53 22 00 tel: +41 22 827 00 00 Interoute Communications France ITS 16 - 18 Rue Rivay Interoute Telecommunications Services 92300 Levalloie - Perret 63-65 Berners St. France London W1P3AE tel: +33 1 55 46 57 00 England tel: +44 171 323 4902 Interoute Telecom Deutschland GmbH Lyoner Strasse 15 Gateway D- 60528 Interoute Telecommunications (U.K.) Ltd. Frankfurt en Main 7 Portland Place Germany London WIN3AA tel: +49 69 66 98 38 0 England tel: +44 171 299 7000 Interoute Netherlands BV World Trade Center Strawinskyiaan 919 1077 XX Amsterdam The Netherlands tel: +31 20 47 10 616 Geolink Prmon Duque de Saldanha No 1 - 10 D 1050 Lisboa Portugal tel: +351 1 319 19 00 Interoute Telecomunicaciones (Viacom) Vias de Comunicaciones SA C/Acanto, 22 14-I 28045 - Madrid Spain tel: +34 1 467 67 51

EXHIBIT B INTERLOCKING DIRECTORS As a result of the proposed transaction, the directors of All Telecom, mc, ATI Rentals, Inc., and Pre-Pay Long Distance, Inc. will be as follows: Chris Dowhie, Director Patricia Dowhie, Director Chris Lowery, Director Dan McDuffie, Director John Mittens, Director As a result of the proposed transaction, the directors of Interoute which will interlock with the above-named carriers are: Dan McDuffie, Director Chris Dowhie, Director John Mittens, Director Chris Lowery, Director

CERTIFICATE OF SERVICE I, Missy Sheehy, a paralegal with the Law Offices of Thomas K. Crowe, P.C., certify that on September 3, 1998, a copy of the foregoing Application was served by first class U.S. mail, postage prepaid, on the parties listed below. Deputy Assistant Secretary of Troy Tanner Defense (Telecommunications) Chief, Policy and Facilities Branch Office of the Assistant Secretary International Bureau, Telecommunications of Defense Division Pentagon, Room 3E160 Federal Communications Commission Washington, D.C. 20401 2000 M Street, N.W. Room 800 National Security Agency Washington, D.C. 20554 G042, NSA, EMC Center Room 1C166 Francis Eisenstein 9800 Savage Road International Bureau, Telecommunications Fort George Meade, MD 20755 Division Federal Communications Commission U.S. Coordinator and Director 2000 M Street, N.W. Office of International Communications Room 843 Policy (EB-TD) Washington, D.C. 20554 Department of State 21st and C Streets, N.W. Washington, D.C. 20305-2000 Attn: Code 15 Chief Regulatory Counsel Defense Communications Agency Washington, D.C. 20305-2000 Attn: Code 115 National Telecommunications and Information Administration 14th & Constitution Ave., N.W. Room H4717 Washington, D.C. 20320


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