Attachment 20170105120103-037.p

20170105120103-037.p

SUPPLEMENT

Supplement

2000-03-14

This document pretains to ITC-T/C-20000314-00208 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000031400208_1391125

Categories of FStre O LIMILTED/GLOBAL RIiSALE O LIMITED/GLOBAL FACILI! SE]RVICE @ LIMITED/GLOBAL FACILI! —BASED/RESALH SI © INDIVIDUAL FACIL:[TIES—~BACED SERVICI]S O INTERCONNECTED PIRIVAT!HE LINE RESALE SETE O INMARSAT MOBILE SATEILLITE SERVICE O INTERNATIONAL SPECIAL PROJECT C SWITCHED RESALE SERVICE O TRANSFER OF CONTROL O ASSIGNMENT OF LICENSE 8 PRO FORMA TRANSFER/ASSIGNMENT O SPECIAL TEMPORARY AUTHORITY O —SUBMARINE CABLE LANDING LICENSE Description of Application: Q —BP—t — Pred=Tel Lut— bw Ephsst Cywh trod 3 C Errt—

READ INSTRUCTIONS CAREFULLY ‘u APPROVED BY OMB 3060—0589 BEFORE PROCEEDING FEDERAL COMMUNICATIONS COMMISSIO® Me 3 SPECIAL USE REMITTAN(E ADVICE 4 t 1 ‘lA 7 fl FCC USE ONLY (1)LockBox« 358115 |ageno. __~ 24200 | SECTION A — PAYER INFORMATION | (2) PAYE_R NAME (if paying by credit card, enter name exactly as it appears on your card) (3) TOTAL AMOUNT PAID (dollars and cents) Morrison & Foerster LLP s 780.00 (4) STREET ADDRESS LINE NO. 1 2000 Pennsylvania Avenue, N.W., Suite 5500 (5) STREET ADDRESS LINE NO. 2 (6) CITY (7) STATE (8) ZIP CODE Washington DC 20006 (9) DAYTIME TELEPHONE NUMBER (Include area code) (10) COUNTRY CODE (if not in U.S.A.) (202) 887—1500 IF PAYER NAME AND THE APPLICANT NAME ARE DIFFERENT, COMPLETE SECTION B IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM 159—C) | SECTION B — APPLICANT INFORMATION | (11) APPLICANT NAME (if paying by credit card, enter name exactly as it appears on your card) Q—East U.S. Holdings, Inc (12) STREET ADDRESS LINE NO. 1 22401 Juniper Flats Road (13) STREET ADDRESS LINE NO. 2 (14) CITY (15) STATE (16) ZIP CODE Nuevo CA 92567 (17) DAYTIME TELEPHONE NUMBER (Include area code) (18) COUNTRY CODE (if not in U.S.A.) (909) 928—3446 COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEETS (FORM 159—C) | SECTION C — PAYMENT INFORMATION | (19A) FCC CALL SIGN/OTHER ID (20A) PAYMENT TYPE CODE (PTC) (21A) QUANTITY (22A) FEE DUE FOR (PTC) IN BLOCK 20A FCC USE ONLY C |TU J[T C 1 |s 780.00 (23A) FCC CODE 1 (24A) FCC CODE 2 (19B) FCC CALL SIGN/OTHER ID (20B) PAYMENT TYPE CODE (PTC) (218) QUANTITY (228) FEE DUE FOR (PTC) IN BLOCK 20B FCC USE ONLY | | | s (23B) FCC CODE 1 (24B) FCC CODE 2 (19C) FCC CALL SIGN/OTHER ID (20C) PAYMENT TYPE CODE (PTC) (21C)QUANTITY (22C) FEE DUE FOR (PTC) IN BLOCK 20C FCC USE ONLY | | | s (23C) FCC CODE 1 (24C) FCC CODE 2 (19D) FCC CALL SIGN/OTHER ID (20D) PAYMENT TYPE CODE (PTC) (21D)QUANTITY (22D) FEE DUE FOR (PTC) IN BLOCK 200 FCC USE ONLY | | | s (23D) FCC CODE 1 (24D) FCC CODE 2 SECTION D — TAXPAYER INFORMATION (REQUIRED) (25) (26) COMPLETE THIS BLOCK ONLY IF APPLICANT NAME IN B—11 IS DIFFERENT FROM PAYER NAME IN A—2) PAYER TIN 0|o |4 |o |6 |9 |7 |2 1 0 APPLICANT TIN 10|3 |3 |o |[s |s |s 1 |o |s SECTION E — CERTIFICATION | (27) CERTIFICATION STATEMENT 1, , Certify under penalty of perjury that the foregoing and supporting information (PRINT NAME) are true and correct to the best of my knowledge, infomation and belief. SIGNATURE SECTION F — CREDIT CARD PAYMENT INFORMATION I (28) MASTERCARDNISA ACCOUNT NUMBER: EXPIRATION DATE: MASTERCARD MONTH YEAR I hereby authorize the FCC to charge my VISA or MASTERCARD AUTHORIZED SIGNATURE DATE VISA for the service(s)/authorization(s) herein described. > SEE PUBLIC BURDEN ESTIMATE ON REVERSE FCC FORM 159 JULY 1997 (REVISED)

HOLD AT AN ANGLE TO VERIFY BACKGROUND WORDS SAFE® ON FRONT AND A WATERMARK ON BACK k./ ne e se en e y esc en 22d ~<zma ) 540 e . b + + o 0 a§9§ gé $ 4 * k t % k «7 80 | fosX x t235 $r58 e "353 (eck— 20 __ — e C e en e e e e e 22 _ _ d gf AUTHORIZED SIGNATURE

MorRIsON & FoOoERSTER i1 SAN FRANCISCO ATTORNEYS AT LAW NEW YORK LOS ANGELES LONDON SACRAMENTO 2000 PENNSYLVANIA AVENUE, NW BRUSSELS ORANGE COUNTY WASHINGTON, D.C. 20006—1888 BEIJING PALO ALTO TELEPHONE (202) 887—1500 HONG KONG WALNUT CREEK TELEFACSIMILE (202) 887—0763 SINGAPORE DENVER TOKYO March 14, 2000 Writer‘s Direct Dial Number (202) 887—1510 ctritt@mofo.com Magalie Roman Salas, Secretary Federal Communications Commission 445 12th Street, S.W., TW—A325 Washington, D.C. 20554 Re: Application for Commussion Consent to Transfer of Control of Domestic Section 214 Authorization of PacAmTel LLC from Mr. Egbert Lynch Haywood to Q—East U.S.: Holdings, Inc: Dear Ms. Salas: Enclosed for filing on behalf of Q—East U.S. Holdings, Inc. ("Q—East") are an original and one copy of an application seeking Commussion consent to the transfer of control of the domestic Section 214 authorization of PacAmTel LLC from Mr. Egbert Lynch Haywood to Q—East. Also enclosed is a check payable to "FCC" in the amount of $780.00 to cover the prescribed filing fee. Please stamp the enclosed duplicate copy as received and return it for our records in the attached envelope. Respectfully submitted, /h. Cheryl A. Tritt Joan E. Neal Counsel for Q—East U.S. Holdings, Inc. Enclosures de—192125

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of NU ALS SX Ruuh Ni iat ul Ruul Rot nst ul Q—East U.S. Holdings, Inc., Mr. Egbert Haywood Lynch, and PacAmTel, LLC Application for Authority Under File No. ITC—_ Section 214 of the Cornmunications Act of 1934, as Amended, to Transfer Control of PacAmTel LLC from Mr. Egbert Lynch Haywood to Q—East U.S. Holdings, Inc. APPLICATION FOR TRANSFER OF CONTROL Q—East U.S. Holdings, Inc. ("Q—East"), PacAmTel, LLC ("PacAmTel"), and Mr. Egbert Lynch Haywood ("Haywood") (together, the "Applicants"), hereby request authority to transfer control of PacAmTel from Haywood to Q—East, pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.18 of the rules of the Federal Communications Commission ("FCC" or "Commission"), 47 C.F.R. §63.18. PacAmTel holds a global Section 214 authorization to provide facilities—based and resale telecommunications services to all permissible international points. The Applicants seek streammlined processing of this application under Section 63.12 of the Commission‘s rules. On December 30, 1999, Q.east Holding Ltd. ("QH"), the ultimate corporate parent of Q— East, PacAmTel, and Haywood, entered into a letter agreement, whereby Q—East will acquire all of Haywood‘s 60 percent membership interest in PacAmTel ("Letter Agreement"), subject to sf—8 12234

Con mission approval.! ommission approval of the proposed transfer of control will enable P:c.\mTel to continue to provide international communications services without interruption to its c istomers. In additio1;, the aroposed transfer of control will permit the infus:on of capit al to as si: t in financing PacAniTel‘s operations and thus will benefit the public interest. Further more, th: proposed transfer of contro. will have no adverse competitive effect because neither Q— Sast acr : )H currently compet :s with PacAmiTel in the provision of international conmunicatio is se v ces in the United Stztes. In support of this application, the Applicants submit the following inforraatior. purs 1ant to S:ction 63.18 of the C »mmission‘s rules: (a) Name, adc ress ind telephone number of Applicants: Q—East U. s. Hodings, Inc. 22401 Juniper Flats Rd. Nuevo, C.\ 925 37 (909) 928. 3446 Mr. Egber : L. Haywood 3100 Tow »r Blvd., Suite 514 Durham, 1 IC 27707 (919) 493— 8909 PacAmTe , LLC 22401 Juniper Flats Rd. Nuevo, C.\ 92567 (909) 928 3446 (b) Q—East is a corporation organized under the laws of the State of Delaware. PacAmTel is a limited liability company organized under the laws of the State of North Carolina. ! Q—East intends to acquire the remaining non—controlling 40 percent membership interest in PacAmTel in the near future. Assuming grant of the present application, the planned transfer of such membership interest to Q—East is p»p forma and will not require prior Commission approval. sf—812234 2

(c) Correspondence concerning this Application should be sent to: For Q—East: Caspar Chou Chief Executive Officer Q—East U.S. Holdings, Inc. 22401 Juniper Flats Rd. Nuevo, CA 92567 (909) 928—3446 with a copy to: Cheryl A. Tritt Morrison & Foerster LLP 2000 Pennsylvania Avenue, N.W., Suite 5500 Washington, D.C. 20006 (202) 887—1500 (Tel) (202) 887—0763 (Fax) _For Haywood: Mr. Egbert L. Haywood 3100 Tower Blvd., Suite 514 Durham, NC 27707 with a copy to: Andrew L. Howell Nelson Mullins Riley & Scarborough, L.L.P. First Union Plaza, Suite 1400 999 Peachtree St. Atlanta, GA 30309 (404) §$17—6050 (Fax) For PacAmTel: Damon Rutherford Chief Financial Officer PacAmTel, LLC 22401 Juniper Flats Rd. Nuevo, CA 92567 (909) 928—3446 (Tel) sf—812234

(d) Q—East does not hold any Sec 214 authorization. PacAmTel holds a global Section 214 authorization to provide facilitie sed and resale services toall permissible international points, granted by FCC Public 1 ‘e, 12 FCC Red 16423 (Oct. 9, 1997) (File No. ITC—97—491).2 (e)(3) Applicants hereby request authority to transfer control of PacAmTel from Haywood to Q—East pursuant to the terms and conditions of Section 63.18(e)(3). (£) No response is necessary. (g) Not applicable. (h) Q—East is a wholly owned subsidiary of QH, a Bermuda corporation whose principal business is telecommunications and which is located at Cedar House, 41 Cedar Avenue, Hamilton HM12 Bermuda. The following are the names, addresses, citizenship, principal businesses, and equity holdings of the shareholders who directly control ten percent or more of QH: Name & Address Citizenship Business Equity (%) Caspar Chou U:S. Telecommunications 17.0 1950 Samara Dr. Rowland Heights, CA 91748 CoreComm Ltd. — Bermuda Telecommunications 31.2 110 East 59th St., 26th FI. New York, NY 10022 Candor CompanyLtd. British Virgin Investment 21.7 P.O. Box 659 Islands Offshore Incorporations Center Road Town, Tortola B.V.I Hyde Park Group Ltd. British Virgin Investment 10.4 P.O.: Box 957 Islands Offshore Incorporations Center Road Town, Tortola B.V.I The shareholders who indirectly own or control ten percent or more of QH are as follows: CoreComm Ltd. is a publicly traded Bermuda corporation whose stock is publicly traded on 2 Applicants also are filing contemporaneous applications seeking Commission consent to the transfer of control of certain satellite earth station and point—to—point microwave authorizations held by PacAmTel. sf—812234 4

NASDAQ and whose ownership has been disclosed to the Commission in other filings," and whose indirect ownership of wireless licensees also has been previously approved by the Commission.t Candor Company Ltd. is wholly owned by Michael Pei, a Canadian citizen, whose address is 33/F New World Tower, 16—18 Queen‘s Road, Central, Hong Kong. The following individuals each own 50 percent of the equity of Hyde Park Group Ltd.: (1) Charles Chan Chi Wong, a Hong Kong citizen, whose address is 29 South Bay Rd., 4F, Hong Kong; and (2) Ming (Nelson) Yu Tang, a Hong Kong citizen, whose address is 17/F 7—9 MacDonnell Rd., MidLevel, Hong Kong. There are no other shareholders who directly or indirectly own or control. 10 percent or more of the equity of Q—East or QH. George Blumenthal, a director of QH, also serves as Chairman of NTL Inc., a Delaware corporation with cable and telecommunications operations in Europe. Rich Lubasch, a director of QH, alsoserves as an officer of NTLInc. Q—East has no other interlocking directorates. (i) By the attached certification, Q—East certifies that it is affiliated with foreign carriers in Hong Kong and Taiwan, as identified in Paragraph (1) of the attached certification. (J) By the attached certification, Q—East certifies that it seeks to provide international telecommunications services to destination countries in which Q—East is affiliated with an entity that controls a foreign carrier in those countries (i.e, Hong Kong and Taiwan), as specified in Paragraph (2) of the attached certification. (k) Hong Kong is a member of the World Trade Organizatiofi ("WTO").5 In addition, each of the affiliated foreign carriers identified in Paragraphs (1) and (2) of Q—East‘s * See, e.g., FCC Form 602 of PacAmTel (filed concurrently herewith) (disclosing ownership information regarding CoreComm, as proposed holder of a disclosable interest in PacAmTel). 4 See FCC Public Notice, DA 98—1366, 13 FCC Red 17469 (July 9, 1998) (announcing grant of CoreComm‘s request, FCC File No. ISP—98—004, for determination that its indirect ownership of U.S. wireless telecommunications licenses is in the public interest pursuant to Section 310(b)(4)). 5 See Western Wireless Corp. and Western PCS Corp.s 13 FCC Red 64, [ 10 (Int‘l Bur. 1997). sf—812234 $

attached certification is a new entrant with less than a 50 percent market share in its respective country ofoperation. (1) On all routes where Q—East is affiliated with a foreign carrier, the affiliated foreign carrier satisfies the requirements of Section 63.10(a)(3) of the Act. Specifically, each affiliated foreign carrier holds significantly less than a 50 percent market share in the international transport, inter—city, and local access markets in its respective country of operation. Moreover, none of these affiliated carriers has the ability to discriminate against unaffiliated U.S. international carriers through the control of bottleneck services or facilities in any destination country. Accordingly, Q—East‘s affiliated foreign carriers lack sufficient market power on the foreign end of their respective routes to affect competition adversely in the U.S. market. (m) Q—East qualifies for a presumption of nondominance because each of the affiliated foreign carriers listed in Paragraphs (1) and (2) of the attachedcertification is a new market entrant without market power. As stated in Subsection (1) above, each such affiliated foreign carrier holds significantly less than a 50 percent market share in the international transport, inter— city, and local access markets in its respective country of operation. Moreover, none of these affiliated carriers has the ability to discriminate against unaffiliated U.S. international carriers through the control of bottleneck services or facilities in any destination country. Accordingly, Q—East‘s affiliated foreign carriers lack sufficient market power on the foreign end of their . respective routes to affect competition adversely in the U.S. market, and therefore Q—East should presumptively be classified as a nondominant carrier on all international routes. (n) By the attached certification, Q—East certifies that it has not agreed to accept special concessions, directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses sufficient market power on the foreign end sf—812234 6

M [ AAL. W id miicf¥ Meru jAL IENTIR y5. is $ i of the route to affect competition adversely in the U.S. market and wil| not e iter into such agreements in the future. (0) By the attached certification, Q—East certifies that no pirty to his a iplication i: subject to a denial of federal benefits pursuant to Section 5301 of the Anti—C ug A »use Act of 1988. (p) The Applicants seek streamlined processing of this app icatic i und ir 47 C.F.R § 63.12 because Q—East qualifies for a presumption of nondominance under 7 C.] .R. § 63.10(a)(3) for all international routes. CONCLUSION Grant of the proposed transfer of cont:ol will enhance PacAmTel‘s a ility o provide high—quality, competitive international communications services and thus wi 1 sem : the public interest, convenience, and necessity. Date: Respectfully submitted, By: S % Si Caspar Ch Chief Executive Officer Q—East U.S. Holdings, Inc 22401 Juniper Flats Rd. Nuevo, CA 92567 (909) 928—3446 sf—812234 7

4 uin Egbert L. Haywood 3100 Tower Boulevard Suite 514 Durham, NC 27707 (919) 493—8909 A By: é?g §Z~A«;y4( 9 Egbert L. Haywood * *~ Pres ident"~ & PacAmTel, LLC 22401 Juniper Flats Road Nuevo, CA 92567 (909) 928—3446 $ sf—8 12234

CERTIFICATION I, Caspar Chou, Chief Executive Officer of Q—East U.S. Holdings, Inc. ("Q—East"), hereby certify that: Q—East is affiliated with the following foreign carriers: (a) Q—east.comi (11K) Ltd., which holds a Public Non—exclusive Telecornmmuncaiions Set vices (PNETS) license in Hong Kong to provicle, among o0 ther tt ings, intert ationiil simple resale service; and (b) Di Lian, which holeis a Tipe Two licsnse i1 Taiwan to provide, among other thing:, fax and data seivices. Q—East seeks to provide international telecommurics tions services to lestination countries in which Q—East is affiliated with an entity th:t contro‘s a foreiin carrier in those countries, Specifically, Q—East is aff liated with (i1) (QQ—east com (HK.,) Ltd., which holds a Public Non—cxclusive Tale :or im unicatio: is Services (PNETS) license n Hong Kong to provide, among o her tt ings, interr ati onl simple resale service; and (b) Di Lian, which holcs a Tipe Two lic:nse i1 Taiwan to provide, among other things, fax and diata services. Q—East has not agreed to accept special concessions, dirsctly or indire :stly, f:oni any foreign carrier with respect to any U.S. intenational route vhere ‘he foreigin cartier possesses sufficient market power on the fiareign end of the route to :iffuct competition adversely in the U.S. market and will not ente: into such agr:emer ts in the future. No party to this application is subject to a denial of Federal benefit: pursuant to Section 5301 of the Anti—Drug Abuse Actof 1988, 21 L.S.C. § §5:(a}, a; amended. C ~ )ue ==—— Caspar Chou Chief Executive Officer Date: sf—8 12234


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