Attachment 20170202090601-983.p

20170202090601-983.p

SUPPLEMENT

Supplement

1999-01-20

This document pretains to ITC-T/C-19990120-00072 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC1999012000072_1401589

Streamlined ITC—T/C—19990120—00072 GTS (U.K.) LTD. Categories of Services for 214 Applications (Streamline/Non—streamline) ASSIGNMENT OF LICENSE GLOBAL FACILITIES—BASED SERVICE GLOBAL FACILITIES—BASED/GCLOBAL RESALE SERVICE GLOBAL RESALE SERVICE INDIVIDUAL FACILITIES—BASED SERVICE INTERCONNECTED PRIVATE LINE RESALE SERVICE LIMITED GLOBAL FACILITIES—BASED SERVICE/LIMITED GLOBAL RESALE SERVICE LIMITED GLOBAL FACILITIES—BASED SERVICE LIMITED GLOBAL RESALE SERVICE _ INMARSAT AND MOBILE SATELLITE SERVICE SWITCHED RESALE SERVICE:— ~TRANSFER OF CONTROL— SUBMARINE CABLE LANDING LICENSE TINTERNATIONAL SPECIAL PROJECT Description of Application: 7 01L’ d« OX it giy kfe) ti.s r{(~ O&%1¥QV / /Qfig

SWIDLER BERLIN SHEREFF FRIEDMAN, LLP @ @ [I'—') PY WASHINGTON OFFICE mt ao‘89 \\NN Z_O \% ( NEW YORK OFFICE 3000 K STREET, NW, SUITE 300 y fi\i’\‘ § 919 THIRD AvEenUE WasHNGToN, DC 20007—5116 \—_GQ] yfyel NEw YoRK, NY 10022—9998 TELEPHONE (202) 424—7500 TELEPHONE (212) 7589500 FACsIMILE (202) 424—7647 FACSIMILE (212) 7589526 January 20, 1999 VIA COURIER Federal Communications Commission International Bureau Telecommunications Division P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: Application of Global Telesystems Group, Inc. and Esprit TelecomU.K. Limited for authority pursuant to Section 214 of the Communications Act of 1934, as amended. to transfer control of an authorized international carrier. Dear Sir or Madam: Enclosed for filing with the Commission are an original and six (6) copies of the Application of Global Telesystems Group, Inc. ("GTS") and Esprit Telecom U.K. Limited ("Esprit) for authority pursuant to Section 214 of the Communications Act of 1934, as amended, to transfer control of Esprit, a nondominant carrier authorized by the Commission to provide international message telecommunications services in the United States, to GTS. As required by the Commission‘s Rules, enclosed is a checkin the amount of $780.00, payable to the Federal Communications Commission to cover the filing fee. Please date—stamp the enclosed extra copy of this application and return it in the self—addressed, stamped envelope provided. Should you have any questions concerning this application, please do not hesitate to contact the undersigned. Respectfully submitted, A%tsky% Counsel for Esprit Telecom U.K. Limited Global Telesystems Group, Inc. Enclosures go: Troy Tanner (FCC—IB) Grier C. Raclin Tain Osborne

FEDERAL COMMUNICAT! ONS COMMISSION COPY Washingtcon, D.C. 20554 In th: Matter of ) ) GLCBAL LC TE e LESYSTEMS | GROUP, INC + 3 4\/ft”f/c"?”‘?ggf’ffl’ | ail/~ _p%0 6 )) & o and ) ) File )No. ISP—99— ESPIUT TBEL COM U.K. LIMITED ) ) A »plication fir author ty pursuant :o ) Section 214 o ‘ the ) Communicati ms Act of 1934, ) as aniended, t ) transfe: control of in ) at thorized int rnationiil carrier ) CE Rme _ JOINT AFPLIC ATICON (Globa Telesystems Group. Inc. ("GTS") and Esprit Tel:com J.K. Limited ("Esprit")"‘ (collctively t ie "Applicants"), by their undersigned cour sel, h:reby request approval to allow GTS, upor. cc nsummation of the transactions clescritied below, t acqu ire ownership and control of Es prit, whi :h is a nc ndominant carrier autho rized y the Federal Cor imunications Commission ("FCC" or ‘Commission") to provide facilities—basec. and reso‘d international. message telecommunications services ir the Unted States." GTS provides international telecommunications services pursuant to Section 214 authority issued by the Commission to GTS‘ U "Esprit" refers throughout this application to Esprit and to its parent, Esprit Telecom Group plc. ¥ Esprit originally filed for Section 214 authority with the Commission under the name of Esprit Telecom of the United Kingdom Ltd. See In the Matter of Esprit Telecom of the United Kingdom Ltd., File No. ITC—95—435, Order and Authorization, 10 FCC Red 11,086 (1995). Esprit subsequently changed its name to Esprit Telecom U.K. Limited. Esprit wishes to correct the record by making the Commission aware of its name change.

affiliates: Hermes Europ : Rail el B.‘V/.; Hc:_rmes Europe Railtel (Ireland) Ltd.; Hermes FEurope Railtel (Network) Ltd.; HEER N tworl;: Services B.V.B.A.; and Hermes Europe Railtel (US , Inc. (hereinafter the "G°TS Su sidia ies").* As fully describec here‘n, approval of the transfer will per nit G‘TS and Esprit to 1 salize significant economic an| marceting efficiencies that will enhance their atility :o coitinue providing high quality, Ic w cos : telecommt nicati ons services and t) com»ete more effectiy ely in the international telecon munication:; marcetplace. Moreover, ‘he trinsact on will have no anticompetitive effects in the U.S. te ecom nunications marketplac:. Accordi1nigly, grant of this Application will serve th : publ c interest. Applicants respec fully ‘equest expedited treatment of this .\pplication n order to 1 ermit them to consummate the »ropo ied trinsfer of control transaction ro late: than March 3, 1 299. In support of this Appli:ation, App icants submit the informmatior prov ded below. I. THE PARTIES A. Global Te lesyst ‘ms C:roup . Inc. GTS is a leading indevnendent owner and operator of te ecom nunications comjpanies throughout Europe. GT S provides cross—border transport of, and facilities—»ased ac;ces; for, voice, data, Internet and other telecommunications services in Europe, as well as high quality telecommunications services in Russia and the Commonwealth of Independent States. Headquartered in McLean, Virginia, GTS‘s affiliates have offices in London, Brussels, Moscow, Budapest, Kiev, Prague and Paris. 3¥ See TTC—214—19980903—00619.

The GTS Subsidiaries are authorized to provide international swi voice and private line services between the United States and international points using th m facilities or by reselling international services of existing facilities—based carriers, pi t to Section 214 authorization granted by the Commission. The GTS Subsidiaries are reg . as non—dominant under the FCC‘s rules. It is respectfully submitted that, after comple f the transaction described herein, the GTS Subsidiaries will continue to be qualified tc ate as authorized nondominant international carriers. B. Esprit Telecom U.K. Limited Esprit is one of the leading independent European carriers. Fou in 1992, it offers facilities—based telecommunications services predominantly to business c ers in 30 cities in eight countries in Europe, generating revenues of over one billion minut: raffic per annum. . The group is incorporated in the U.K.., and its stock is traded on the N. Q and EASDAQ exchanges. Affiliates hold operating licenses in France, Germany, the Ne nds, Belgium, the U.K., Spain, Portugal and Ireland. Esprit is a nondominant telecommunications carrier authorized t vide international switched voice and private line services between the United States and in ional points using its own facilities or by reselling international switched voice services of exisumg facilities—based carriers, pursuant to Section 214 authorization granted by the Commission. It is respectfully submitted that, after completion of the transaction described herein, Esprit will continue to be qualified to operate as an authorized nondominant international carrier.

II. THE TRANSACTION On December 8, 1998, GTS publicly announced that it had reached agreement with Esprit on the terms of a proposed recommended offer to acquire all the share capital of Esprit Telecom Group plc. Under the terms of the proposed offer GTS will exchange its own ordinary shares for Esprit shares and, after consummation of the proposed acquisition, Esprit will become a wholly— owned subsidiary of GTS. The holders of 65% of Esprit ordinary shares have given irrevocable undertakings to accept the offer, andthe offer is conditional on GTS securing acceptance by 90% of ordinary shares (although this condition can be waived by GTS). The combination of GTS and Esprit will assist both companies in their mutual goals of becoming major providers of carriers‘ carrier and business communications services throughout Europe. Together, GTS and Esprit will have one of the largest independent cross border carriers‘ . carrier networks in Europe and will have an extensive sales force in eleven (11) countries in Western Europe. This merger will allow the combined group to compete effectively with large, well—established providers of telecommunications services in Europe, allowing carriers and businesses from the United States and other countries to realize the benefits of a more competitive telecommunications market in Europe. | III. PUBLIC INTEREST CONSIDERATIONS In accordance with Section 214(a) of the Communications Act of 1934, as amended, and the Commission‘s public interest analysis,*" consummation of the proposed transfer of control of 4/ See Application of WorldCom, Inc. and MCI Communications Corporation for Transfer of Control of MCI Communications Corporation to WorldCom, Inc., CC Docket No. 97—211, Memorandum Opinion and Order, 13 FCC Red 18025, para. 8 (rel Sept. 14, 1998) (herein (continued...) —4_

Esprit‘s license will serve the public interest, convenience and necessity by enhancing compei and increasing consumer choice. Evaluated under the Commission‘s current public int standard, the competitive and other benefits of the proposed transfer are substantial, while are no adverse effects." The proposed transfer will promote competition among providers of interexch telecommunications services by combining the financial resources and complementary manag skills and experience of GTS and Esprit in providing telecommunications services to the pt The Applicants anticipate that the contemplated business combination will result in a com with a broader market base that is better equipped to accelerate its growth as a compei telecommunications service provider. The transfer of control will allow Applicants to ma their telecommunications operations more efficiently, thereby enhancing Applicants‘ operat flexibility and efficiency as well as their financial viability. These enhancements will acer the benefit of both carriers‘ customers, who will also benefit from the expanded array of ser offered by each carrier. 4/ (...continued) WorldCom/MCI Order); Teleport Communications Group Inc., Transferor, and AT&T Corp. Transferee, CC Docket No. 98—24, Memorandum Opinion and Order, FCC 98—169 at para. 11 (rel. July 23, 1998) ; Applications of NYNEX Corp., Transferor, and Bell Atlantic Corp., Transferee, For Consent to Transfer Control ofNYNEX Corp. and Its Subsidiaries, File No. NSD— L—96—10, Memorandum Opinion and Order, 12 FCC Red 19985, at 20000, para. 29 (1997) (herein BA/NYNEX Order); In the Matter of the Merger of MCI Communications Corp and British Telecommunications PLC, GN Docket No. 96—245, Memorandum Opinion and Order, 12 FCC Red 15351, 15364, para. 28 (1997) (herein BT/MCI Order). 3 See WorldCom/MCI Order at para. 8. —§.

For the reasons discussed below, th: prop ased transfe s of control will al so have no a iverse effects on competition in telecommun icatio: is mariketpleces. Unlike the particip ints tc the x erger: involving the Bell Operating Companies and the acquisiticn of MCI by BT," neither G‘ °S no: Esprit possess control over bottleneck facilities. Th: Applicant; also provide seivices in the domestic and international lonjz—dist: nce nuarket>laces, where lov‘ entry barriers ar d nur rierou: competitive alternatives exist. Moreove:, sin:e the Applicant:; will, in every nstanc:e, be competing with one or more incumbent ser ice providers, custome s will have a choize of : ervict providers if the Applicants charge h: gher han niarket prices:. Accordingly, tie Applicar ts wil not be able to exercise any market power. Given the Applicants‘ lack of market power ; nd the absence of an affiliation with a foreig: i carr er with mar cet po wer, the transfer of con rol al io wil not hinder the Commission‘s regulatory oversigit responsibilities The proposed transaction will there ‘ore ensure the continue 1 provision of hig)i qual ty anc innovative telecommunications services to »xisting cus :omer ; and ;should prom ote cc mpeti :ion i1 the U.S. interexchange and intern:tional telecommuinications s>rvice market. n sua, the proposed acquisition will serve the public ntere t by enhancing the ability of STS ind E: prit t« offer, through their subsidiaries, competi ively priced services i1 the U.S. ntere: :cflan; ie anc international telecommunications marketplace, and will not have any anticompetitive impact in the United States telecommunications market. o See BA/NYNEX Order at para. 37. 4 See BT/MCI Order at para 3 n.8.

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 Applicants: Global Telesystems Group, Inc. 1751 Pinnacle Drive North Tower — 12" Floor McLean, VA 22102 (703) 918—4548 (Telephone) (703) 918—0371 (Facsimile) Esprit Telecom U.K. Limited Minerva House Valpy Street Reading RG1 1AR United Kingdom 011—44—118—951—4049 (Telephone) 011—44—118—951—4046 (Facsimile) (b) GTS is a corporation organized under the laws of the State of Delaware. GTS Subsidiaries authorized under Section 214 include: o Hermes Europe Railtel B.V., a business corporation organized under the laws of the Netherlands; o Hermes Europe Railtel (Ireland) Limited and Hermes Europe Railtel (Network) Limited, business corporations organized under the laws of the Republic of Ireland; o HER Network Services B.V.B.A., a corporation organized under the laws of Belgium; o Hermes Europe Railtel (U.S.) Inc., a business corporation organized under the laws of the State of Delaware. Esprit is a corporation organized under the laws of England. (c) Correspondence concerning this Application should be sent to: Grier C. Raclin, Esq. Senior Vice President, General Counsel and Corporate Secretary Global Telesystems Group, Inc. —7

1751 Pinnacle Drive North Tower — 12" Floor McLean, VA 22102 (703) 918—4573 (Telephone) (703) 918—07 38 (Facsim‘le) and to: Adam Kupetsky Swidler Berlin Shereff Friedman LLP 3000 K. Srect, N.W., Si1ite 300 Washington, D C. 20007 202/424—, 500 (Telephotre) 202/424—,645 (Facsitaile) with a copy :0: Tain Osborne , Director of Regulatory Affzirs Esprit Te‘ecom U.K. Li nited Minerva House Valpy Str:et Readicg BG!| 1 AR United Kingdotn 011—44—118—951—4049 (Telephone) 011—44—118—951—4046 (F acsimile, (d) Esprit currently operites as an authorized nondominant international carrier pursuant to Section 21« authoriy. The GTS Subsidiari:s :urrently operate as authorized nondominant international carriers pursuant to Setion 214 authority. (e)(35) This application seeks authority for the transfer of control of Esprit, which is a nondominant common carrier holding international Section 214 authorization, to GTS, a telecommunications company whose subsidiaries hold international Section 214 authorization. GTS and Esprit currently are not affiliated with each other. (£) Not applicable. (g) Not applicable. (h) Affiliations and Shareholders

GTS is affiliated, as defined in Section 63.18(h)(1), with the foreign carriers listed in Exhibit A. These carriers lack the ability to discriminate against unaffiliated U.S. carriers through control of bottleneck facilities or facilities in the destination countries. GTS‘s Section 214—authorized affiliates are therefore non—dominant carriers theroutes applicable to its affiliations. The foll« ng individuals or entities directly or indirectly possess ten (10) percent or more the equity of GTS: § 3 7 ‘eholder. . f 15 ppr . Sh omcs is George S is and affiliates 16.55% c/o Soros ind Management 888 Sever Avenue, 31" Floor New Yorl NY10106 Fidelity \ iagement & Research Corp. 11.17% 82 Devon re Street Boston, M 02109 and Fidelity 1 rnational Ltd. P.O. Box M 670 Hamilton. ermuda Mutuelles XA/AXA—UAP 10.45% The Equit le Companies Incorpora 9 Place V lome 75001 Pa FRANCE * C rership interests including warrants to purchaseshares. These data relate to shares of Common Stock which will be beneficially owned after the Offer, and are excerpted from Form S$4 submitted to the Securities and Exchange Commission. Percentages of ownership are based on the 60,495,446 shares of Common Stock issued and outstanding at September 30,1998. Excluded from this total number are: 4,444,443 shares of Common Stock that are subject to the exercise of warrants in Common Stock (of which warrants for 3,333,333 shares are held by George Soros and affiliates); 5,336,893 shares of Common Stock & Percent stakes represent holdings of several separately managed funds and are based on filings to the Securities and Exchange Commission. — 9.

issued under the Company‘s options plans; and 3,737, 407 shares of Common Stoc c issu=d as of November 30, 1998 in connection with GTS‘ acquisition of NetSource. (An additional 300,093 shares will be issued in exchange for NetS ource shares that will be tendered in connection with that acquisition, subject to N :tSouw: ce meeting certaiiperforniarce tarzet; d iring the first 1wo quarters of 199¢ .) Owr ershif interests include warrants to Jurch:iise shiires althc ugh the total number of sl ares on which percentiges are calculiited e:cclides vrarrants. (This has the effec t of 0 zer—stating the hoding of (Georg: Sorcs and affilistes.) Other thar the three shar cholders naned1 a»ove, no other shareliolder will be the direc t or i1 direct owner of mor : than 10% of the coonmon shares 0 ° GTS after the dilut ion ca used by the Offer. The Appli:ant certifies that it coes not havs any int»rlocking: directorates. GTS certilies that it is aot afiliated ‘witi iny dominant J.S. carriers whose facil ties—b aised services it proposes to resel :. «3TS riay wish to resell the services of E iprit t pon closing the: transaction, tut Esprit is not regu ated is doniinant on any of the routes to be served. ’ (1) By he atached certificaton and as requirel y Section 6:).18(i of the Com mission‘s Rules, GTS :ertifies that it his rot agreed to accept any special conc »ssiot s, as defined by‘ the Comm‘ssion‘s KR ules, directly cr indirectly from any forei gn ca: rier or admini:tr; tion with re spect to ‘raific or revenue flows between the U.S. a 1d any foreign cointry whick it may te suthorized to serve and it will not ¢nter i ito such agreeimmeints in the futur:, exo:pt as perm tted ty FCC rules. (J) By he atached certificat on and as requirel y Section 6.).18(;. of the Con mission‘s rules, both partics certify thet n > part, to this \pplication is subject to a lenial of Federal be:nefits pursuant to Section 301 of the Arti—Drug Abuse Act of 1988. CONCLUSION For the reasons stated herein, Global Telesystems Group, Inc. and Esprit Telecom U.K. Limited respectfully submit that the public interest, convenience, and necessity would be furthered by grant of this application for consent to the transfer of control of Esprit to GTs. Applicants — 10 —

respectfully request that the Commissionauthorize the transfer ofcontrol described herein to permit the Applicants to consummate thetransaction no later than March 3, 1999. Respectfully submitted, GLOBAL TELESYSTEMS GROUP, INC. ESPRIT TELECOM U.K. LIMITED By: /% 74 fl/é; Adam Kupetsky _flép/v Swidler Berlin ShereffFriedman, LLP 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 202/424—7500 (Telephone) 202/424—7645 (Facsimile) Their Counsel _— Grier C. Raclin, Esq. Senior Vice President, Corporate Counsel and Corporate Secretary Global Telesystems Group, Inc. 1751 Pinnacle Drive North Tower — 12" Floor McLean, VA 22102 (703) 918—4573 (Telephone) (703) 918—0338 (Facsimile) Iain Osborne, Director of Regulatory Affairs Esprit Telecom U.K. Limited Minerva House Valpy Street Reading RG1 1AR United Kingdom 011—44—118—951—4049 (Telephone) 011—44—118—951—4046 (Facsimile) Dated: January 20, 1999 —1{{ =

EXHIBIT A Foreign Affiliations

FOREI(GN CARRIER AFFTILIATIONS GTS has the following foreign carrier affiliations, as defined by the FCC‘s rules: mmSnmndooondennnnnnndooonn Hermes Europe Railtel Netherlands 92.85% International Long BV Distance Hermes Europe Railtel Ireland 100% International Long (Ireland) Ltd. Distance Hermes Europe Railtel Ireland 100% International Long (Network) Ltd. Distance HER Network Service Belgium 100% International Long B.V.B.A. ‘Distance GTS—Hungary Ltd. Hungary 100% VSAT Network Hydrotel Hungary 25% Microwave Network Telecommunications Ltd. Catalina s.a. Poland 49% International Long Distance Data Communications CzechNets.r.0. Czech Republic 100% International Long Distance CzechCom s.r.o. Czech Republic 100% Data and Internet Sitel—VSAT s.r.0. Czech Republic 49% VSAT Network SC GTS Romania SRL Romania 100% VSAT Network GTS Monaco Access Monaco 50% Carriers‘ Carrier and S.A.M. International Gateway EDN Sovintel Russia 50% International Long Distance and Local Access

Vostok Mobile, B.V. Russia 50% to 100% Basic Cellular Prim Telephone Russia 50% Basic Cellular Golden Telecom Ukraine 49% Basic Cellular and overlay services TeleCommunications of Russia 175% Local Access Moscow SFIT, Ltd., Co. Russia 100% Domestic Long Distance Sovam Teleport, LLP Russia 100% Data Kazakhstan Uzbekistan Azerbajain Sovam Teleport Kiev Ukraine 49% Data Division (a subsidiary of Sovam Tekeport, LLP) Shanghai V—Tech China 15% VSAT Network Systems Co., Inc. Beijing Tianmu Satellite China 70% VSAT Network Communications Technology Co. Ltd. C—Datacom International, India 100% International Private Line Jnc. F Communications I Vostok Mobile, B.V. is a wholly owned subsidiary of GTS. Vostok Mobile, B.V., owns between 50% and 100% of a series of cellular ventures in various regions of Russia. The telecommunications companies in which Vostok mobile, B.V. has interest are Penza Mobile (60%); Astrakhan Mobile (50%); Votec Mobile (50%); Chuvashia Mobile (70O%); Lipetsk Mobile (70O%); Arkhangelsk Mobile Networks (50%); Saratovy Mobile (50%)Volgograd Mobile (50%); Murmanskaya Mobilnaya Set (50%); Parma Mobile (50%); Unicel Bryansk (50%); Unicel Kostroma (50%); Unicel Orel (50%); Altaisviaz (50%); Unicel Yaroslavi (50%); BashUnicel (50%); Mar Mobile (50%); Novgorod Telecommunications (100%) and Unicel Ivanovo (50%). 19 SFIT Ltd. Co. holds the network license and co—manages fourteen joint ventures that are 50% beneficially—owned by GTS. These fourteen joint ventures are TeleRoss—Irkutsk,; TeleRoss—Ufa, TeleRoss— Novosibirsk, TeleRoss—Vladivostock, TeleRoss—Tiumen, TeleRoss—Khabarovsk, TeleRoss—Volgograd, TeleRoss— Ekaterinburg, TeleRoss—Nizhni Novogorod, TeleRoss—Arkhangelsk, TeleRoss—Veronezh, TeleRoss—Samara, TeleRoss— Komi and TeleRoss—Kubanelectrosviza.

JAN—19—99 15:14 FROM:SWIDLER BERLIN SHEREFF FR ID : 2024247645 PAGE 2/ 2 CERTIFICATION QF APPLICANT On behalf of Global Telesysteras Group, Inc. ("GTS"), I hereby certify that, except as permitted by the Commussion‘s Rules, GTS has not agreed to accept nor shall it 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 or any U.S. international route where the foreign carrier possesses sufficient market power on the ‘oreign end of the route to affect competition adversely in the U.S. market, In accordance with Section 1.2001—1.2003 of the Commission‘s Rules, 47 C.E.R. §§ 1.2001—1.2003, I also certify that no party to the foregoing Application is subject to a denial of Federal benefits that includes FCC benefits pursuant to Section 5301 ofthe Anti—Urug Abuse Act of 1988. See 21 U.S.C. § 853a. 1 further certify that the statements in the foregoing Application for Section 214 authority are true, complete, and correct to the best of my knowledg: and are made in good faith. GLOBAL TELISYSTEMS GROUP, INC. By -—.&/Aéfi/ ,Z-- Name: Grier C. Raclin ep | Senior VVice President, uene ral Counsel Title: ind beniral.C 1 Es Date January 19, 1999

SWIDLER BERLIN SHEREFF FRIEDMAN, LLP WaASHINGTON CEFICE NEV YoRK OFF CE 3000 K STREET, NW, SuUtTE 300 919 THIRD AVENUE WASHINGTON, DC 20007—5116 NEW YORK, NY 10022—9$98 TELEPHONE (202) 424—7500 TELEPHONE (212) 758—9500 FACSIMILE (202) 424—7647 Februar ; 1 7, 1999 FacsiMILE (212) 758—9526 p= Fika{ (FXfY jg=p VIA_COURIER N tsl¥ ied Federal Communications Commission International Bureau Telecommunications Division FEoteE 6 uis .ll 445 12"" Street, S.W. thace qy ces Crmeeny 12" Street Lobby <fSocdayw . TW—A325 Washington, DC 20554 Attention: Troy Tanner, Chief, Policy and Facilitics Branch, Internatio ial Bireau Re: Amendment to Application of Glo»al Telesyst:ms Croup, Inc. and Esprit Telesom U.K. Limited for authority pursuant to Section 214 ol‘ thke Communications Act of 1934, as amended, to transfer control of an autt orized ir ternational carrier, Filed on January 20, 1999 Dear Sir or Madam: Enclosed for jiling with the Commission ar: aii original and six (6) copies ol‘ ar ariendment to the above—referenced application requesting authority, pur suant to Sectio 1 214 of the C¢e minu iications Act of 1934, as amended, to transfer control of Esprit Telecoin U.K. Lim tec!, an authorizec. in ternational carrier, to Global Telesystems Group, Inc. Please date—stamp the extra copy of this filing ind retur1| it in ‘he enclosed self—;ddressec, stamped envelope. Any questions regarding the enclosed fil ng should be a1diessed to the undeisig ned. Respe ctfully subniitt 2d, se / // P Adam Kupetsky Counsel for Global Telesystems Group, Inc. Esprit Telecom U.K. Limited Enclosures ge: Grier C. Raclin Iain Osborne Rebecca Arbogast (FCC—IB) 268242.1

Before the pais . FEDERA INICATIONS COMMISSION / Lkz Elt};pp gton, D.C. 20554 * " isE In the Matter of A "A "A "A "a " "t " h "h "Ah h. t d GLOBAL TELESYSTEMS GR and File No. ISP—99— ESPRIT TELECOM U.K. LIM] Application for authority pursus Section 214 of the Communications Act of 1934, as amended, to transfer control authorized international carrier I Al TOAPPLICATION In accordance withSectil : Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.18 ofthe C s Rules, 47 C.F.R. § 63.18, Global Telesystems Group, Inc. ("GTS") and Esprit Telecon ted ("Esprit") (collectively the "Applicants"), by their undersigned counsel, hereby ame ding application for authority to transfer ownership and control of Esprit to GTS. In pa Applicants wish to update information with regard to GTS foreign carrier affiliations. ror ine vommission‘s convenience, Applicants are resubmitting GTS‘ foreign carrier affiliation chart with the corrected information in italics. The Applicants also hereby attach as Exhibit B an updated list of Esprit‘s foreign carrier affiliations. Other than these

changes, the statements and information contained in the initial application filed on January 20, 1999, remain accurate. Respectfully submitted, GLOBAL TELESYSTEMS GROUP, INC. ESPRIT TELECOM U.K. LIMITED By: /é/% /Z;W% Adam Kupetsky Swidler Berlin Shereff Friedman, LLP 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 202/424—7500 (Telephone) 202/424—7645 (Facsimile) Their Counsel Grier C. Raclin, Esq. Senior Vice President, Corporate Counsel and Corporate Secretary Global Telesystems Group, Inc. 1751 Pinnacle Drive North Tower — 12‘" Floor McLean, VA 22102 (703) 918—4573 (Telephone) (703) 918—0338 (Facsimile) Iain Osborne, Director of Regulatory Affairs Esprit Telecom U.K. Limited Minerva House Valpy Street Reading RG1 1AR United Kingdom 011—44—118—951—4049 (Telephone) 011—44—118—951—4046 (Facsimile) Dated: February 17, 1999

EXHIBIT A Fbreign Carrier Affiliations for Global Telesystems Group, Inc.

FOREIGN CARRIER AFFILIATIONS GTS has the following foreign carrier affiliations, as defined by the FCC‘s rules: Heirmes Europe Railtel Austria,*‘ Belgium, 89.9% Ir ternatio:nal Long BV Denmark, France, Distance Germany, Italy, Luxembourg, Spain, Sweden, Switzerland, The Netherlands, United Kingdom GTS—Hungary Telecom Hungary 100% VSAT Network Ltd. Hydrotel Hungary 25% International and Telecommunications Ltd. Domestic Data Services Catalina Sp.2.0.0. Poland 73% International Long Distance Data Communications ATOM SA Poland 54.3% International and Domestic Data Services GTS CzechNet s.r.o. Ciec.1 Republic 100% Internztional Long Cistance GTS CzechCom s.r.o. Czec1 Republic 100% | Cata and Internet Sitel—VSAT s.r.0. Czeci Republic 49% | VSAT Network SC GTS Romania SRL Romania 100% VSAT Network GTS Monaco Access Monaco 50% Carriers‘ Carrier and S.A.M. International Gateway EDN Sovintel LLC Russia 50% International Long Distance and Local Access HER is in the process of applying for a license in Austria.

Vostok Mobile, B.V. Russia 50% to 100%* Basic Cellular Prim Telephone Russia 50% Basic Cellular Golden Telecom Ukraine 56.:75% Basic Cellular and overlay services TeleCommunications of Russia 95 % Local Access Moscow TeleRoss LLC Russia 100% Domestic Long Distance Sovam Teleport, LLC Russia 100% Data Sovam Teleport Kiev Ukraine 49% Data Division C—Datacom International, India 100% International Private Line ing: Communications GTS Business Services United Kingdom 100% Domestic Value Added (UK) Ltd. Services and International Voice NetSource Europe asa Norway 100% Value Added Services NetSource Norge AS Norway 100% Value Added Services NetSource Sverige AS Sweden 100% Value Added Services NetSource Danmark AS Denmark 100% Value Added Services NetSource Telecom Netherlands 100% Value Added Services Benelux BV WestCom GmbH Germany 100% Value Added Services ¥ Vostok Mobile, B.V. is a wholly owned subsidiary of GTS. Vostok Mobile, B.V., owns between 50% and 100% of a series of cellular ventures in various regions of Russia. The telecommunications companies in which Vostok mobile, B.V. has interest are Penza Mobile (60%); Astrakhan Mobile (50%); Votec Mobile (50%); Chuvashia Mobile (70%); Lipetsk Mobile (70%); Arkhangelsk Mobile Networks (50%); Saratov Mobile (50%)Volgograd Mobile (50%); Murmanskaya Mobilnaya Set (50%); Parma Mobile (50%); Unicel Bryansk (50%); Unicel Kostroma (50%); Unicel Orel (50%); Altaisviaz (50%); Unicel Yaroslavi (50%); BashUnicel (50%); Mar Mobile (50%); Novgorod Telecommunications (100%) and Unicel Ivanovo (50%). 3 TeleRoss LLC holds the network license and co—manages fourteen joint ventures, thirteen of which are 50% beneficially—owned by GTS, and one, TeleRoss—Irkutsk, which is 100% beneficially—owned by GTS. These fourteen joint ventures are TeleRoss—Irkutsk, TeleRoss—Ufa, TeleRoss—Novosibirsk, TeleRoss—Vladivostock, TeleRoss—Tiumen, TeleRoss—Khabarovsk, TeleRoss—Volgograd, TeleRoss—Ekaterinburg, TeleRoss—Nizhni Novogorod, TeleRoss— Arkhangelsk, TeleRoss—Veronezh, TeleRoss—Samara, TeleRoss—Komi and TeleRoss—Kubanelectrosviza.

International Ireland 100% Value Added Services Telecommunications Ltd. NetSource Phonesystem Sweden 51% Value Added Services AB Atlantic Telecom Venran Netherlands 100% Value Added Services BV Note: Dattel a.s. is an unregulatedprivate local network in the Czech Republic which is interconnected to the public switched telephony system in the Czech Republic. The approximate effective ownership by GTS is 51.03%.

EXHIBIT B Foreign Carrier Affiliations for Esprit Telecom U.K. Limited

Esprit has the following foreign carrier affiliations, as defined by the FCC‘s rules: TServicesProvided ks t o mabee n _ nso% ks United Kingdom |International and National Long Distance Services Esprit Telecom UK Limited Ireland Value Added Services Esprit Telecom Deutschland GmbH Germany International and National Long Distance Services PLUSNET GmbH Co. KG Germany International and National Long Distance Services Esprit Telecom France SA France International and National Long Distance Services Esprit Telecom Benelux BV Belgium International and National Long Distance Services Esprit Telecom Benelux BV Netherlands International and National Long Distance Services Esprit Telecom Espafia SA Spain International and National Long Distance Services in Gerona, Madrid and Barcelona Esprit Telecom Italia SrL Italy Value Added Services 268221.1


Document Created: 2019-04-23 12:04:04
Document Modified: 2019-04-23 12:04:04
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