Attachment 20161213154723-320.p

20161213154723-320.p

SUPPLEMENT

Supplement

2000-07-21

This document pretains to ITC-T/C-20000721-00431 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2000072100431_1382253

Categories of 2L Appli (Stre line) O LIMITED/GLOBAL RESALE SER O LIMITED/GLOBAL FZCILIT IES ED SERVIC 1 LIMITED/GLOBAL F2CILI] IES ED, ‘RESALE 0O INDIVIDUAL FACILITIES— BAS ERI;C O INTERCONNECTED PEIVATE LI ESALE SEKR O INMARSAT AND MOBILE SATE ITE SERVICE 3 INTERNATIONAL SPECIAL PROJEC C SWITCHED RESALE SERVIC E O TRANSFER OF CONTROL O ASSIGNMENT OF LICENSE C PRO FORMA TRANSFER/ASS IGNMENT @ SPECIAL TEMPORARY AUTH ORITY O SUBMARINE CABLE LANDING LICENSE Description of Application

WYEISS, RIFKIND, WHARTON 8 GARRISON 1285 avenue or THE amERicas NEW YORK, NY 10019—6064 1615 L STREET, NW waSsHINGTON, DC 20036—5 694 TELEPHONE (212) 373—3000 TELEPHONE (202) 223—7300 FACSIMILE (202) 223—7420 FACGIMNLE is1 2) 7ersbso 62, RUE DU FAUBOURG SAINT—HONORE 75008 PARIS, FRANCE . at TELEPHONE (33 1) 53 43 14 14 WRITER‘S DIRECT DIAL NUMBER T\:\\}\S FACSIMILE (33 1 53 43 00 23 A J — 202—223—7337 xt ? i * FUKOKU SEIMEI BUILDING = =~ 1\)\3" * 2—2, UCHISAIWAICHO 2—CHOME WRITER‘S DIRECT E—MAIL ADDRESS CHIYODA—KU, TOKYO 100—0011, JAPAN a¢1 {[UVU* TELEPHONE (81—3) ss07—8 101 FACSIMILE (81—3) ss07—8 120 kmerski@paulweiss.com ¢CH!N‘.W' hi 2918 CHINA WORLD TOWER II NO. 1 JIANGUOMENWAI DAJIE WRITER‘S DIRECT FACSIMILE BEIJING, 100004 PEOPLE‘S REPUBLIC OF CHINA 202_223_7420 TELEPHONE (86—10) SO5—6822 FACSIMILE (86—10) 6505—6830 July 21, 2000 1 ZTH FLOOR, HONG KONG CLUB BUILDING 3A CHATER ROAD, CENTRAL HONG KONG TELEPHONE (852) 2536—0933 FACSIMILE (@52) 2536—9622 VIA CAPITAL FILING SPECIALISTS Federal Communications Commission International Bureau — Telecommunications o P.O. Box 358115 Pittsburgh, PA 15251—5115 Re: DirectNet Telecommunications, a Limited Liability Company , NDNT Acquisition LLC, and NDNT Acquisition II LLC Transfer of Control of NDNT, Inc. Dear Sirs: We hereby submit an application from our client, DirectNet Telecommunications, a Limited Liability Company ("DirectNet"), NDNT Acquisition LLC ("NDNT I"), and NDNT Acquisition II, LLC ("NDNT II", and together with DirectNet and NDNT I, the "Applicants") seeking Commission consent to the transfer of control of NDNT from DirectNet to NDNT I and NDNT II. Simultaneously with the instant application, the Applicants are also submitting a request for special temporary authority, through which the Applicants seek to consummate the transaction, effective on July 28, 2000. It should be noted that the instant application is being submitted with facsimile signatures. Applicants will submit the original signature pages to the Commission immediately upon receipt. A check in the amount of $780 is attached to cover the required filing fee. Doc#: DC1: 106735.1

Federal Communications Commission Please refer all questions and correspondenc: regarding this matter to the undersigned counsel. Respectfully submitted, T4iimn 4HMcok, Kira A. Merski Attorney for DirectNet Telecommunications, a Limited Liability Company Attachments cc: Fran Eisenstein J. Breck Blalock Rebecca Arbogast Doc#: DC1: 106735.1

BEFORE THE FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of No NNN NT NT N N NA N NA N NNN N/ DirectNet Telecommunications, a Limited Liability Company, File No. I—T—C—__— __ NDNT Acquisition LLC, and NDNT Acquisition II LLC Application for authority pursuant to Section 214 of the Communications Act of 1934, as amended, to transfer control of an authorized international carrier. APPLICATION DirectNet Telecommunications, a Limited Liability Company ("DirectNet" or the "Transferor"), NDNT Acquisition LLC ("NDNT I"), and NDNT Acquisition II LLC ("NDNT II", and together with NDNT I the "Transferees") hereby apply for authority, pursuant to Section 214 of the Communications Act of 1934, as amended (the "Act"), and Section 63.18 of the Commission‘s Rules and Regulations (the "Rules"), to allow Transferees to acquire from Transferor ownership and control of NDNT,Inc. ("NDNT" or the "Company"), a nondominant carrier authorized by the ’COmmission to provide facilities—based and resold international telecommunications services in the United States." 4 See Public Notice, File No. ITC—214—20000525—00327, DA 00—1408 (International Bureau, June 23, 2000) (the "214 Authorization"). Doc#: DC1: 106674.1

1. THE TRANSACTION. NDNT is currently 100% owned by DirectNet. Under the proposed transaction, DirectNet would transfer all of the issued and outstanding shares of NDNT to Transferees. The proposed transaction would result in a transfer of control of NDNT. II. PUBLICINTEREST CONSIDERATIONS. By virture of its prior grant of the subject 214 Authorization to NDNT, the Commission has found that the provision of the services authorized by the 214 Authorization is in the public interest. Transferring control of NDNT to the Transferees will allow NDNT to continue to provide an array of international services. The same customer needs that warranted the grant of the 214 Authorization will continue to be served by NDNT when it is controlled by Transferees, a result that is consistent with the public interest. III. INFORMATION REQUIRED BY SECTION 63.18. In accordance with Section 63.18 of the Rules, the Transferor and the Transferees submit the following information: (a) Name, address and telephone number of the Transferor: DirectNet Telecommunications, a Limited Liability Co. 4400 MacArthur Blvd., Suite 410 Newport Beach, CA 92660 (949) 474—1001 Name, address and telephone number of the Transferees: NDNT Acquisition LLC c/o Guernsey International Fund Managers Limited Attention: Roisin Ward P.O. Box 255 Barfield House St. Julian‘s Avenue St. Peter Port Doc#: DC1: 106674.1

Guernsey GY1 3QL +44 171 290 5000 NDNT Acquisition II LLC c/o Guernsey International Fund Managers Limited Attention: Roisin Ward P.O. Box 255 Barf:.eld. House St. Julian‘s Avenue St. Peter Port Guernsey GY1 3QL +44 171 290 5000 (b) DirectNet is a Nevada limited liability company. NDNT I is a Delaware limited liability compary. NDNT II is a Delaware limited lialility company. (c) Corresponderice concerning this Application should be directed to: For DirectNet: Mr. Dan Gee DirectNet Telecommunications, a Limited Liabiliy Company 4400 MacArthur Blyvd., Suite 410 Newport Beach, California 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 For NDNT I and/or NDNT II: NDNT Acquisition LLC c/o Guernsey International Fund Managers Limited Attention: Roisin Ward P.O. Box 255 Barfield House St. Julian‘s Avenue St. Peter Port Guernsey GY1 3QL +44 171 290 5000 Doc#: DC1: 106674.1

With a copy to: Weil, Gotshal & Manges Attention: Bill Sievers and James Chesterman One South Place London EC2M 2WG England +44 207 903 1000 (d) DirectNet is presently authorized under Section 214 of the Act to provide facilities—based and resold switched and private lines services between the United States and all international points.* In addition, DirectNet holds Section 214 certificates authorizing DirectNet 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 & See DirectNet Telecommunications, A Limited Liability Company, File No. ITC—97—094, DA 97—938 (International Bureau, May 6, 1997) ("DirectNet Section 214 Authorization"). & DirectNet received a Section 214 certification to resell international switched telecommunications between the U.S. and various international points on January 23, 1994. See File No. I—T—C—94—053, 1—6917 (Common Carrier Bur., Jan. 26, 1994). Doc#: DC1: 106674.1

and public—switched basis.* Transferees do not hold any Section 214 authorizations. (e) Ch s applic itic n eeks iw a0 ity fior: ie tr; as sr of control of NI NT frorm liir ctNe to T arifececs. (f Tc applics ble (g) Tc applica ble (L i h 10% 0> g ez er di ec:c~ i divecse uy i0 de s of NDNT I re as follo vs S U ider] ih N 3. —T—C—9 —1 10—A L, Juc:coNe:r:ceived n iwi 10rization to es ab is a id operate up :o 20 ciicu ts vii Ii te sp tn k o1 th : provision of p1 vace— in : s rv.ces betveea tie U; ite 1 } ta es an I t ie so ie Union and to es ab is a id operate up :o 50 ciicu ts vii I1 te ip to k or th : provision of pi blic s vi ch :d jervices be wean th : 1 ni ed St ite ; a id th F issian Federation by assig ir er : from Dir ct let L 1, wl ic hid ce zsied st :h authorization by as igar n fiom Miralit Comminicai ors, nc., in e Foe No. I—T—C—93—119 A _. M re ite hed receiv :d these at therization u der|] ile N ). I—T—C—91—056, Mra ite C n nuanication ,_ nc., i FPZ(C E:d 5( 10 (109 ) au horization to estab is a id aperate up :o 30 ciicu ts vii I1 tei ip tn k or th : provision of privae— in :s rv.:ces betvvee a tie U: ite 1 } ta 2s an | t ie so ie Union) and unde F le No. 1—T—C—91—1: 3, Ame icun e :p o1 & nc T Jlegraph Company, 8 FCC R 1 ©668 (1993) (aut or zation to e ita jli h ind operate up to 60 circuits via Intersputnik wor the provision of public »witched services between the United States and the Russian Federation). Under File No. I—T—C—95—132, DirectNet 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. DirectNet Telecommunications, a Limited Liability Company, 10 FCC Red 6560 (1995). Under File No. I—T—C—95—478, DirectNet received an authorization to lease 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. DirectNet Telecommunications,a Limited Liability Company, 10 FCC Red 12604 (1995). Doc#: DC1: 106674.1

Baring Communications Equity (Emerging Europe) Limited ("BCE") 33 Cavendish Square London W1IM OBQ England Guernsey Limited Company Principal business: investment banking 88% direct owner of NDNT I (i1) N.V. HMHaagsche Herverzekering—Maatschappij van 1836 Uniceflannl Utreckht Dutch Company Principal business: ‘aolding company 14% owner of BCE (12% indirect owner of IIDNT I) which is 100% owned by: Nationale—Nederlanden Interfinance B.V. Schenkkade 65 Den Haag Dutch Company Principal business: holding company which is 100% owned by: ING Verzekeringen N.V. Strawinskylaan 2631 Amsterdam Dutch Company Principal business: holding company which is 100% owned by: ING Group N.V. Strawinskylaan 2631 Amsterdam Dutch company Principal business: holding company, and the ultimate holding company for the ING Group (iii) European Bank for Reconstruction and Development ("EBRD") One Exchange Square London EC2A 2JN United Kingdom Principal business: The EBRD was established in 1991. It exists to foster the transition towards open market— Doc#: DC1: 106674.1

oriented economies and to promote private and entrepreneurial initiative in the countries of central and eastern Europe and the Commonwealth of Independent States committed to and applying the principles of multiparty democracy, pluralism, and market economies. 17% owner of BCE (15% indirect owner of NDNT I) ‘‘he o ily 1( % or greater owner of EBRD is the United : tates gove nmer t. (iv) :E Holding Cayt ian (irand Paviion C ommercial Centre ‘Vest 3ay R oad (irand Cayrian, aymiin [slands aym in Isl; nds «c ompany ]‘rinci>al bisines : buying and selling investments —8% cwner : of ECE (.65% indirect owner of NDNT !) 1 hich is 10 )% o vned by: : E Holding AG . (lpenitr.14 (H—6..00 za g i witzerland i wiss comp iny l rincipal bisines : hoidiing company, and the ulti 1at: 1 olding con pany for 5E Holding Cayman. NDNT I is 100% direcily owned by NDNT I. The ownt rship of NDNT is detailed abovs. Transferees do not have any interlocking directorates with a foreign carrier. 0 Transferees are not foreign carriers and are not affiliated with any foreign carrier. O Each Transferee hereby certifies, under penalty of perjury, that it does not seek to provide international telecommunications services to any destination country for which any provision of Section 63.18(j) of the Rules is true. (k) Not applicable. Doc#: DC1: 106674.1

(1) Each Transferee hereby certifies, under penalty of perjury, that it does not seek authority to resell the international telecommunications services of an unaffiliated U.S. carrier for the purpose of providing international telecommunications services to ar ; country ‘here it is i fore 3n citrier ar is ffilia ed w th a fo eign carric :. (m) N t applicabl :. (n) E. ch Transfe ee heeby ertifi :s, w der ; »nalt of p ‘tjury , that it hs ; not agree | to a cept —— no: will it agice to iccep : —— s ecial cc icessions C rectl) or i direc ly from ar ; forign carrier or ac ninistratior with respcect to raffi or r venu : flovy s bet veen th U.S. and imy foreigr cour ry thkat NI NT 1iay sorve under he av hority grai ted p irsuat to : ‘art 4 7 of t ie Ru es. (0) P1 rsuant to S ‘ction s 1.2 01 tt :ough 1.2( )3 of the P ules, by ce tification : tache 1 her to, e ich Transfé ree c rtifi¢ ; that no party to this «pplic; tion is subject to a de iial of Federal benefit that includes FCC benefits pursuant to section 5301 of the Anti— Drug Abuse Act of 1988. (P) Under Section 63.12 of the Rules, this application is subject to the Commissi.on’s streamlined processing rules because none of the provisions of Section 63.12(c) are applicable. Doc#: DC1: 106674.1

970 879 5108 7—21—2000 2: 31PM FROM GEE RANCH OFFICE R 970 879 510 P 3 iz Z4z ues LV . £C PMUL wWuLijj duaw 2 JiU UiZ JAUY NU, 4J2 mFWIiw 9 v. CERTIFICATION. DirectNet and each Transferee c rtify that the info: mation provided herein is correct to the best of their k nowledge and beli(f, and that it is provide in good faith. Respectfully subm itted, DirectNet Telecor imunications, a Li rited Liability Company By: —W&GeeSZL— s Chief Exec itive Officer NDNT Acquisition LLC By: Richard A.Ginsburg* Weil, Gcotshal & Manges NDNT Acquisition II LLC By: Richard A. Ginsburg® Weil, Gotshal & Manges 3 Pursuant to Section 1.744(b) of the Commission‘s Rules, this Application is signed by NDNT I‘s counsel on its behalf as all representatives of NDNT I that are authorized to sign the Application are absent from the United States. & Pursuant to Section 1.744(D) Of the CunmumiissIUN‘$ Rules, this Application is signed by NDNT II‘s counsel on its behalf as all representatives of NDNT II that are authorized to sign the Application are absent from the United States. Doc#: DCI1: 106674.1

' a 20 '?883 9909 wom ozo 7gos 09g0_ 6 oclar ss s 7/21/00 e mmz 32: _PAGE O10/14 RightFAX V. CERTIFICATION. I irectNet and each Transferee certify that the information prI viced h e in is correct to the best of their knowledge and belief, and that it is oro idec i1 g jod faith. Respectfully submitted, DirectNet Telecommunications, a Limited Liability Company By: Dan Gee Chief Executive Officer NDNT Acquisition LLC By: Richard A. Ginsburg¢‘ Weil, Gotshal ges NDNT Acquisition II LLC By: Richard A. GinsKkurg* Weil, Gotshal & 8 § Pursuant to Section 1.744(b) of the Commission‘s Rules, this Application is signed by NDNT I‘s counsel on its behalf as all representatives of NDNT I that are authorized to sign the Application are absent from the United States. 6 Pursuant to Section 1.744(b) of the Commission‘s Rules, this Application is signed by NDNT II‘s counsel on its behalf as all representatives of NDNT II that are authorized to sign the Application are absent from the United States. Boc#: DCi: 106674.1

Of Counsel for DirectNet Telecommunications, a Limited Liability Company Jeffrey H. Olson, Esq. Kira A. Merski, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1615 L Street, N.W., Suite 1300 Washington, D.C. 20036 Telephone: 202—223—7300 Of Counsel for Transferees Bill Sievers James Chesterman Weil, Gotshal & Manges One South Place London EC2M 2WG England Doc#: DC1: 106674.1

woM o2z20 920 7903 po9p Arra."ay (Bos, oueo ce 7721700 wl d wd nrel—r _— . _B1;82: PaGgE oi1i2/14 RightFAX BEFORE THE FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) i i ~Yet _: »smmunications, ) 1 :ojed . : ity Company, E. ) ie o. I—T—C—__— _ 1 ~ A ; : on LLC, ) ) an ) ) 1 _ _A | _: on H LLC ) ) 1 1 ati . o_ authority pursuant to ) :i ob a 2 4 d Ae ) co1; un :: i; Act of 1934, as amended, ) io sfe i 1 ol of an ) I 0 e j o( rtional c:rrier. } CEILIIFICA [ION‘ OF TR .NG "ER ES hereby cectify, uider—seialty ol pei ury, rat cith ‘Ir nsferee y p this arpplication s sutjeit to a lenial of sde 1 be efit that Io l 3800 nefits pursuant t) section 5301 of th: A. —D g A use Act of foP 31 . Section §53a. Executed on this __ d: of ly, 000. NDNT Acquisition LLC By: 4 M. Richard A. Gins'ofl Weil, Gotshal & M: s NDNT Acquisition II LLC By: Richard A. Ginsburg? Weil, Gotshal & Pursuant to Section 1.744(b) of the Commission‘s Rules, this Application is ty signed by NDNT I‘s counsel on its behalf as all representatives of NDNT I that are authorized to sign the Application are absent from the United States. £ Pursuant to Section 1.744(b) of the Commission‘s Rules, this Application is signed by NDNT II‘s counsel on its behalf as all representatives of NDNT II that are authorized to sign the Application are absent from the United States. Doc#: DCi1: 106674.1


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