Attachment PC Landin Corp

This document pretains to SCL-ASG-20051025-00027 for Assignment on a Submarine Cable Landing filing.

IBFS_SCLASG2005102500027_462796

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 RECEIVED oOCT 2 6 2005 In the Matter of . Nt Nust Ne Nn Nusd Nu! Ns‘ Federal Communications Commission PC Landing Corp. Office of Secratary (Debtor—in—Possession) File No. SCL—ASG—200510__— Application for Authority to Assign PC—1 Submarine Cable Landing License APPLICATION FOR ASSIGNMENT OF CABLE LANDING LICENSE [STREAMLINED PROCESSING REQUESTED)] PC Landing Corp. (Debtor—in—Possession) ("PC Landing Corp."), pursuant to the Submarine Cable Landing License Act, 47 U.S.C. §§ 34—39, Section 1.767 of the Commission‘s rules, 47 C.F.R. § 1.767, and Executive Order No. 10530, hereby requests authority for the assignment of PC Landing Corp.‘s cable landing license for the Pacific Crossing cable system ("PC—1"), issued by the Commission under FCC File No. SCL—98—006; SCL—LIC—19980807— 00010 (the "Cable Landing License") to reorganized PC Landing Corp. ("Reorganized PC Landing Corp.") in connection with the confirmation of the Second Amended Joint Plan of Reorganization of PC Landing Corp., its parent corporation, Pacific Crossing, Ltd. (Debtor—in— Possession)("PCL"), and their debtor affiliates (collectively, the "PCL Debtors"). PC Landing Corp. respectfully requests streamlined, expedited treatment of this application pursuant to Section 1.767(j) and (k) of the Commission‘s Rules, 47 C.F.R. § 1.767(j) and (k). As described in more detail below, this application qualifies for streamlined treatment because the assignee, Reorganized PC Landing Corp., will not be a foreign carrier nor will it be affiliated with a foreign carrier in any of the cable‘s destination markets.

1. BACKGROUND PC Landing Corp., a Delaware company and a wholly owned subsidiary of PCL, holds the U.S. submarine cable landing license for PC—1.‘ PC—1 consists of four segments connecting each of its four landing stations: Ajigaura, Japan to Harbour Pointe, Washington; Shima, Japan to Grover Beach, California; Ajigaura to Shima; and Harbour Pointe to Grover Beach. PC—1, spanning 13,076 route—miles, is one of three major trans—Pacific fiber optic cable systems with available capacity linking Japan and the United States. Through PC—1‘s connections in Asia and the United States, PC—1 is able to interconnect with virtually every major carrier and network in the world. PC—1 is a significant source of capacity between the U.S. and Asia for telecommunications carriers, Internet Service Providers ("ISPs"), and large enterprises. On July 19, 2002, PCL, and certain of its affiliates and subsidiaries, including PC Landing Corp., filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code in Delaware." PCL has also filed a petition in Bermuda and has been placed in "provisional liquidation" under the supervision of Mark Smith, Provisional Liquidator, and the Supreme Court of Bermuda. PCL and PC Landing Corp. continue to be in possession of their properties and are operating and managing their businesses as debtors and debtors—in—possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. ‘ See FCC File No. SCL—ASG—20020913—00076. As the Commission has been previously advised, PCL had been 84.5% owned by Asia Global Crossing Ltd. ("AGC") through two wholly—owned subsidiaries of AGC. On November 17, 2002, AGC and a subsidiary company filed voluntary petitions under chapter 11 of the United States Bankruptcy Code, initially operating as debtors—in—possession. In re Asia Global Crossing Ltd., Chap. 11 Case No. 02—15749 (SMB) (Bankr. S.D.N.Y.). While AGC completed the sale of substantially all of its assets on March 10, 2003, that transaction did not include PC—1 or the sale of AGC‘s equity interest in PCL (including its indirect interest in PC Landing Corp.). On June 13, 2003, the bankruptcy status of AGC was converted from a chapter 11 case to a chapter 7 case. At that time, the United States Trustee appointed Robert Geltzer as interim trustee of the AGC estate, resulting in the involuntary transfer of control from the shareholders of AGC to Mr. Geltzer. See Letter from Henry Goldberg to Marlene H. Dortch, Secretary in File No. SCL—LIC—19980807—00010 (Nov. 20, 2003). * In re PC Landing Corp., et al., Chap. 11 Case No. 02—12086 (PJW) (Bankr. D. Del.).

IL. PROPOSED REORGANIZATION The PCL Debtors are pursuing a stand—alone reorganization as the best option to maximize creditor value and provide for continuity of customer operations. In order to succéssfully emerge from chapter 11 as a viable system, the PCL Debtors have renegotiated and restructured numerous commercial agreements and relationships, significantly cut costs, and developed new sources of revenue. The company has also resolved numerous, significant commercial and regulatory disputes in the almost three and one half years that it has been in chapter 11, and is finalizing resolution of a number of remaining disputes —— all of which set fie stage for its ongoing, sustainable operation outside the protections of chapter 11. The PCL Debtors have now filed with their Bankruptcy Court a Second Amended Joint Plan ofReorganization ofPC Landing Corp., Pacific Crossing Ltd., and Their Debtor Affiliates A hearing regarding confirmation of the Second Amended Plan is scheduled for November 10, 2005. The Second Amended Plan provides that, through a reorganized Bermuda parent company, new PCL Bermuda ("New PCL"), and several reorganized subsidiaries, including Reorganized PC Landing Corp., the company will emerge from chapter 11 bankruptcy as a stand—alone entity continuing operations of PC—1. If the Second Amended Plan is confirmed, as is expected, the effective date of the reorganization is expected to be in the fourth quarter of 2005. * Second Amended Joint Plan ofReorganization ofPC Landing Corp., Pacific Crossing, Ltd., and Their Debtor Affiliates, Case No. 02—12086 (Bankr. D. Del. Filed Sept. 30, 2005) (the "Second Amended Plan"). A copy of the Second Amended Plan will be made available upon request. The First Amended Disclosure Statement Accompanying the First Amended Joint Plan ofReorganization ofPC Landing Corp., Pacific Crossing Ltd., and Their Debtor Affiliates was approved by the Bankruptcy Court on June 29, 2005, and on September 29, 2005, the Bankruptcy Court approved the Disclosure Supplement in Connection with Second Amended Joint Plan of Reorganization ofPC Landing Corp., Pacific Crossing, Ltd and their Debtor Affiliates and Summary ofPlan Modifications.

Under the Second Amended Plan, the holders of Class 4 General Unsecured Claims will convert their debt to equity and become the owners of New PCL, each receiving a pro rata share of equity in New PCL, based on the percentage of that creditor‘s claim relative to the total Class 4 General Unsecured Claims (the "Class 4 Claims")." The PCL Debtors believe that the only undisputed Class 4 Claims are held by PCL‘s Prepetition Lenders," which are currently owed, in the aggregate, not less than $658 million under a Prepetition Credit Agreeme:nt.6 Accordingly, since it appears that there are virtually no other prepetition creditors receiving stock under the Second Amended Plan, it is expected that the Prepetition Lenders will receive essentially 100% of the equity in New PCL, each receiving a pro rata share of equity in New PCL relative to its percentage interest in the debt under the Prepetition Credit Agreement.‘ In addition, in connection with the reorganization, PC Landing Corp. will be reorganized and, pursuant to the Second Amended Plan, all property of PC Landing Corp. and its bankruptcy estate will revest in the reorganized company. This results in the assignment of the PC—1 cable landing license from * See Second Amended Plan at 26, 28. * Id. at 17 (defining "Prepetition Lenders"). ® Id. at 16. (defining "Prepetition Credit Agreement"). In addition, the Prepetition Lenders will also receive a new senior secured $25 million 7% note, payable 5 years from the Effective Date of the Second Amended Plan. The composition of the Prepetition Lenders has changed over time as lenders have traded their interests in the Prepetition Credit Agreement. The expected 10% or greater shareholders of New PCL based on the current holdings of the Prepetition Lenders are identified in Exhibit A, hereto. To the extent there are trades by Prepetition Lenders in their interests in the Prepetition Credit Agreement subsequent to the date of this Application that would result in new expected 10% or greater shareholders of New PCL, or that would be expected to materially change the expected shareholdings in New PCL of the 10% or greater shareholders identified in Exhibit A, PC Landing Corp. will update the ownership information provided in Exhibit A as it becomes aware of such changes. Under the Prepetition Credit Agreement, PCL obtains its information regarding such changes from the administrative agent for the Prepetition Lenders. ‘ There are certain disputes that the PCL Debtors are in the process of resolving, and associated prepetition claims pending in the bankruptcy court. To the extent that such disputes are not resolved satisfactorily, and additional claims are allowed that result in new 10% or greater shareholders or other material changes in the ownership information disclosed herein, PC Landing Corp. will update the ownership information provided.

PC Landing Corp. to Reorganized PC Landing Corp (as well as an associated substantial transfer—of—control from PCL to New PCL).® III PUBLIC INTEREST Approval of the assignment of the PC—1 cable landing license from PC Landing Corp. to Reorganized PC Landing Corp. will serve the public interest by ensuring the continued viability of this vital trans—Pacific undersea cable facility. The reorganization will permit the continued and uninterrupted provision of high—quality, competitively—priced services to carriers, ISPs, and large enterprises over the PC—1 system. IV. COMPLIANCE WITH SECTION 1.767 OF THE COMMISSION®‘S RULES In accordance with Section 1.767 of the Commission‘s rules, 47 C.F.R. § 1.767, PC Landing Corp. submits the following information in support of this application: (1) Name, address and telephone number of the Applicant: PC Landing Corp. (Debtor—in—Possession) 5956 Sherry Lane Suite 1000 Dallas, TX 75225—8021 (214) 451—6919 FRN: 0007509656 (2) The government, state or territory under the laws of which each applicant is organized: PC Landing Corp. is a corporation organized under the laws of the state of Delaware, and Reorganized PCL will remain a corporation organized under the laws of that state. ® Under the Commission‘s limited exception for pro forma transactions, 47 C.F.R. § 1.767(g)(7), which was incorporated into the Cable Landing License on October 11, 2002, PC Landing Corp. has the option to notify the Commission within 30 days of consummation of the Second Amended Plan and the resulting pro forma assignment from PC Landing Corp. to Reorganized PC Landing Corp. For convenience, however, and at the request of Commission staff, PC Landing Corp. has applied for authority for the assignment to Reorganized PC Landing Corp. (which subsumes the substantial transfer of control associated with the formation of New PCL), rather than applying for authorization for a substantial transfer of control, and subsequently notifying the Commission of the pro forma assignment to Reorganized PC Landing Corp.

(3) Correspondence concerning this Application should be sent to: Michael Katzenstein Pacific Crossing, Ltd. (Debtor—in—Possession) 5956 Sherry Lane Suite 1000 Dallas, TX 75225 (214) 451—6919 (214) 451—6999 (fax) with a copy to: Martin L. Stern Megan Troy Preston Gates Ellis & Rouvelas Meeds LLP 1735 New York Avenue, NW Suite 500 Washington, DC 20006 (202) 628—1700 (202) 331—1024 (fax) (4) Descriptions of the Cable: The architecture and capacity of the PC—1 cable network is a matter of record and will not change as a result of the proposed assignment." (5) Landing Points: The general description of PC—1‘s cable landing stations is a matter of record and will not change as a result of the proposed assignment.‘" ° See FCC File No. SCL 98—006; SCL—LIC—19980807—00010. ‘° 1d. Under a settlement term sheet approved by the bankruptcy court among PC Landing Corp., PCL, the United States Department of Commerce, the National Oceanic and Atmospheric Administration ("NOAA"), the U.S. Army Corps of Engineers, the Makah Indian Tribe, and Tyco Telecommunications (US) Inc., a section of PC—1 located in and immediately outside the Olympic Coast National Marine Sanctuary ("OCNMS") located off the coast of Washington State will be recovered and relaid (the "OCNMS Remediation"). The settlement is subject to, inter alia, the receipt of certain internal governmental approvals and the conclusion of a definitive settlement agreement among the parties. The OCNMS Remediation will not change the information previously filed with the Commission under Section 1.767(a)(5) and (a)(8) of the Commission‘s rules, 47 C.F.R. § 1.767(a)(5) and (a)(8), including the maps and landing point notification provided under those provisions, and PC Landing Corp. does not believe that the OCNMS Remediation will require modification of the Cable Landing License. Should those circumstances change, PC Landing Corp. would so advise the Commission.

(6) Common Carrier and Non—Common Carrier Status: The PC—1 cable network will continue to operate on a non—common carrier basis. (7) List of Proposed Owners: Reorganized PC Landing Corp. will own the U.S. cable landing stations, including the real property, buildings, and terminal equipment, and will own the U.S. territory portions of PC—1. Reorganized PCL Japan, Ltd., a Japan company that will be a wholly owned subsidiary of New PCL, will own the land and a portion of the building comprising the cable landing station in Shima, Japan and will lease the land and own the building comprising the cable landing station in Ajigaura, Japan, and will own the remaining Japan territory portions of PC—1. The remaining portions of PC—1 will be owned by New PCL. (8) Certification and Ownership Information Required by Section 63.18(h)—(k) and (0) of the Commission‘s Rules: 63.18(h): See Attachment A. PC Landing Corp., by the signature below, certifies that, upon consummation of the Second Amended Plan, it will have no interlocking directorates with a foreign carrier. 63.18(i): PC Landing Corp., by the signature below, certifies that it is not affiliated with a foreign carrier, and that upon consummation of the Second Amended Plan, Reorganized PC Landing Corp. will not be affiliated with a foreign carrier. 63.18(J): As a private carrier cable, PC—1 does not provide international telecommunications services. To the extent that Section 63.18(j) of the Commission‘s rules were construed to apply to non—common carrier services, Applicant certifies that it does not seek to provide services to any destination country for which any of the circumstances enumerated in Section 63.18(j) are true. 63.18(k): Not applicable. 63.18(0): PC Landing Corp., by the signature below, certifies that no party to this application for assignment is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988.

(9) Certification of Compliance: PC Landing Corp., by the signature below, certifies that it accepts and will abide by the routine conditions specified in paragraph (g) of Section 1.767 of the Commission‘s Rules. (10) Streamlining: PC Landing Corp., by the signature below, certifies that it is not a foreign carrier nor is it affiliated with a foreign carrier in Japan, nor upon consummation of the Second Amended Plan, will Reorganized PC Landing Corp. be a foreign carrier or affiliated with a foreign carrier in Japan. V. CONCLUSION WHEREFORE, PC Landing Corp. respectfully requests that the Commission authorize on a streamlined and expedited basis the assignment, upon consummation of the Second Amended Plan, of the PC—1 Cable Landing License from PC Landing Corp. to Reorganized PC Landing Corp., and the associated substantial transfer of control from PCL to New PCL. Respectfully Submitted, PC LANDING CORP. (DEBTOR—IN—POSSESSI By: Michael Katzens Of Counsel: Vice President Martin L. Sterm PC Landing Corp. Megan H. Troy 5956 Sherry Lane, Suite 1000 Preston Gates Ellis & Rouvelas Meeds LLP Dallas, TX 75225—8021 1735 New York Avenue, NW., Suite 500 (214) 451—6919 Washington, D.C. 20006 (202) 628—1700 Attorneysfor PC Landing Corp. (Debtor—in—Possession) Dated: October 25, 2005

EXHIBIT Information Submitted Pursuant to Section 63.18(h) The name, address, citizenship and principal business of Reorganized PC Landing Corp.‘s single 10% or greater shareholder upon consummation of the Second Amended Plan, will be as follows: Shareholder Name/Address % Held Citizenship Principal Business New PCL Bermuda 100% Bermuda Telecommunications ("New PCL") 5956 Sherry Lane Suite 1000 Dallas, TX 75225—8021 The name, address, citizenship and principal business of each 10% or greater shareholder of New PCL expected upon consummation of the Second Amended Plan will be as follows:"‘ Shareholder Name/Address % Held Citizenship Principal Business Deutsche Bank AG 13.82% Germany Banking Taunusanlage 12 60262 Frankfurt am Main Germany Deutsche Bank AG is a publicly—traded company whose shares are widely held with no single entity or person holding a 10% or greater equity interest. ‘‘ As discussed in the Application, the expected 10% or greater shareholders of New PCL are based on the current holdings of the Prepetition Lenders, as of the date hereof. To the extent there are trades by Prepetition Lenders in their interests in the Prepetition Credit Agreement subsequent to the date of this Application, such that the 10% or greater shareholders of New PCL change, or the expected ownership interest of the listed 10% or greater shareholders materiaily change, PC Landing Corp. will update the ownership information provided in this exhibit as it becomes aware of such changes. Under the Prepetition Credit Agreement, PCL obtains its information regarding such changes from the administrative agent for the Prepetition Lenders. In addition, to the extent additional claims are allowed that result in new 10% or greater shareholders or other material changes in the ownership information disclosed herein, PC Landing Corp. will update the ownership information provided.

Shareholder Name/Address % Held Citizenship Principal Business Hillside Apex Fund 11.39 Cayman Islands Investment Fund Limited c/o Appelby Corporate Services (Cayman) Limited Clifton House 75 Fort Street, PO Box 1350 GT Grand Cayman, Cayman Islands The name, address, citizenship and principal business of Hillside Apex Fund‘s single 10% or greater shareholder is as follows: Shareholder Name/Address % Held Citizenship Principal Business Thames River Global 100% Cayman Islands Investment Fund Funds Limited c/o Appelby Corporate Services (Cayman) Limited Clifton House 75 Fort Street, PO Box 1350 GT Grand Cayman, Cayman Islands Thames River Global Funds Limited is a widely—held fund with no shareholder holding a 10% or greater equity interest as of September 2005. Applicants provide the following additional information relative to Thames River Global Funds Limited in response to a request from Commission staff to identify the investment managers of any investment fund that will hold a 10% or greater interest in New PCL: The investment manager of Thames River Global Funds Limited is Thames River Capital Holdings Limited, having an address at Clifton House, 75 Fort Street, PO Box 1350 GT, Grand Cayman, Cayman Islands. The investment manager has delegated to an investment advisor, Thames River Capital LLP, the provision of discretionary investment management and advisory services with respect to Thames River Global

Funds Limited. The address of Thames River Capital LLP is 51 Berkeley Square, London, W1J 5BB, United Kingdom. Thames River Capital LLP is authorized and regulated by the Financial Services Authority in the United Kingdom, and has assets under management of approximately US$7.1 billion as of September 30, 2005.

CERTIFICATE OF SERVICE 1 hereby certify that on this 25th day of October, 2005 a copy of the foregoing Application was served by hand on each of the persons listed on the attached service list. Sharon Agranov

+C¢ SERVICE James L. Ball, Chief Policy Division International Bureau Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Kathleen Collins Policy Division International Bureau Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Susan O‘Connell Policy Division International Bureau Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 U. S. Coordinator, EB/CIP U. S. Department of State 2201 C Street, NW Washington, DC 20520—5818 Office of Chief Counsel/NTIA U. S. Department of Commerce 14"" Street & Constitution Avenue, NW Washington, DC 20230 Defense Information Systems Agency Code RGC 701 S. Courthouse Road Arlington, VA 22204


Document Created: 2005-11-04 15:32:33
Document Modified: 2005-11-04 15:32:33
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