Attachment ASHC SCL Pro Forma N

This document pretains to SCL-ASG-20100125-00002 for Assignment on a Submarine Cable Landing filing.

IBFS_SCLASG2010012500002_796088

1200 18TH STREET, N.W., STE. 1200 WASHINGTON, D.C. 20036-2516 U.S.A. TEL +1 202 730 1337 FAX +1 202 730 1301 WWW.WILTSHIREGRANNIS.COM ATTORNEYS AT LAW 25 January 2010 BY ELECTRONIC FILING Ms. Marlene Dortch Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20554 Re: Samoa American Samoa Cable, LLC Notification of Pro Forma Partial Assignment of Interest in Submarine Cable Landing License for American Samoa- Hawaii Cable System, File No. SCL-LIC-20080814-00016 Dear Ms. Dortch: Pursuant to Section 1.767(g)(7) of the Commission’s rules,1 Samoa American Samoa Cable, LLC, a Delaware limited liability company (“SASC,” FRN 0019470731), hereby notifies the Commission of the pro forma assignment to SASC of part of the interest of American Samoa Hawaii Cable, LLC (“ASHC,” FRN 0017874215) in the cable landing license for the American Samoa-Hawaii Cable System.2 The American Samoa-Hawaii Cable System (or the “ASHC System”) is a non-common carrier fiber-optic submarine cable network connecting Keawaula, Hawaii, Iliili, American Samoa, and Apia, the Independent State of Samoa (“Samoa”). The Commission licensed the ASHC System to Pacific Rim Redeployment, LLC (“PRR”), ASHC, and AST Telecom, LLC d/b/a Blue Sky Communications (“Blue Sky”). The grant of the ASH Cable Landing License to PRR, ASHC, and Blue Sky contemplated that PRR would construct and initially own the wet-link portion of the ASHC System, including the Hawaii, American Samoa, and Samoa shore-end portions of the system. Upon commissioning, 1 47 C.F.R. § 1.767(g)(7). 2 File No. SCL-LIC-20080814-00016. See Public Notice, Actions Taken Under Cable Landing License Act, Report No. SCL-00080, DA 09-45 (Jan. 16, 2009) (“ASHC Cable Landing License”). Concurrently with this pro forma notification, ASHC and its affiliates have filed with the Commission (1) an application for consent to the substantive transfer-of- control of the cable landing license for the ASHC System resulting from the recapitalization of its indirect parent, eLandia International, Inc., in February 2009, (2) an application for consent to the substantive transfer-of-control of the international Section 214 authorizations of AST Telecom, LLC, and eLandia Technologies, Inc., resulting from the recapitalization of its indirect parent, eLandia International, Inc., in February 2009, and (3) a surrender by Pac Rim Redeployment, LLC, of its joint interest in the ASHC Cable Landing License.

Ms. Marlene Dortch 25 January 2010 Page 2 the ASH Cable Landing License contemplated that ASHC would then acquire the ASHC System and ASHC would operate the wet-link portion of the ASHC System, including the Hawaii- American Samoa and American Samoa-Samoa segments, as well as the Hawaii, American Samoa, and Samoa shore-end portions of the ASHC System.3 On June 4, 2009, ASHC assigned part of its interest under the ASHC Cable Landing License of the ASHC System to its wholly-owned subsidiary, SASC. Contemporaneously therewith—and as contemplated in the original application and ASHC Cable Landing License— ASHC acquired the deployed Hawaii-American Samoa segment (including the shore-end portions of that segment) of the ASHC System from PRR, as PRR had completed construction. SASC acquired the Samoa-American Samoa segment (including the shore-end portions of that segment) of the ASHC System from PRR.4 SASC is a Delaware limited-liability company (“LLC”) and a wholly-owned, indirect subsidiary of ASHC, a Delaware LLC engaged in the business of telecommunications. The contact information for ASHC and SASC is as follows: AMERICAN SAMOA HAWAII CABLE, LLC SAMOA AMERICAN SAMOA CABLE, LLC P.O. Box 7870 Pago Pago, American Samoa 96799 +1 684 699 2100 Two entities own membership interests in ASHC: (1) eLandia Technologies, Inc. (66.66 percent) and (2) the American Samoa Government (33.33 percent). • The American Samoa Government (“ASG”) governs American Samoa, an unincorporated and unorganized territory of the United States. Although the United States Congress has given plenary authority over American Samoa to the U.S. Department of the Interior, the Secretary of the Interior has given American Samoa the authority to draft its own constitution, under which the democratically-elected ASG functions through an executive branch led by the directly-elected governor and a bicameral legislature, known as the Fono. The current governor is the Honorable Togiola T.A. Tulafono, who maintains his office at the following address: 3 As described in the ASHC Cable Landing License, Blue Sky owns and operates the Iliili cable station in American Samoa. SamoaTel Limited owns and operates the Apia cable station in Samoa. 4 As described in the concurrently-filed surrender notice, PRR transferred to ASHC its interests in the ASHC System.

Ms. Marlene Dortch 25 January 2010 Page 3 Office of the Governor Executive Office Building Third Floor, Utulei Pago Pago, American Samoa 96799. • eLandia Technologies, Inc. (“eLandia Technologies”) is a Delaware corporation. eLandia Technologies is engaged in the provision of telecommunications products and services and information technology. eLandia Technologies’ address is 8200 NW 52nd Terrace, Suite 102, Miami, Florida 33166. • eLandia is a wholly-owned, direct subsidiary of eLandia International, Inc. (“eLandia International”), a Delaware corporation. eLandia International is a diversified holding company with investments in the information technology and communications sectors. eLandia International’s address is 8200 NW 52nd Terrace, Suite 102, Miami, Florida 33166. • eLandia International’s only 10-percent-or-greater shareholders is the Voting Trust (as described in greater detail in the concurrently-filed transfer-of-control application filed in connection with eLandia International’s recapitalization), which is a Delaware voting trust that now holds 45.3 percent of the voting stock of eLandia International (and also holds non-voting preferred stock of eLandia International). Stanford International Bank Ltd. (“SIBL” holds Voting Trust Certificates which entitle SIBL to dividends and distributions from eLandia International, if any, in respect of the shares SIBL deposited in the Voting Trust. Mr. Pizarro, as the trustee of the Voting Trust, has the power and authority to vote the eLandia International common stock held by the Voting Trust. Mr. Pizarro controls 45.3 percent of eLandia International’s common stock as the trustee of the Voting Trust. Mr. Pizarro individually owns approximately 2.9 percent of eLandia International’s common stock. Accordingly, Mr. Pizarro controls 48.1 percent of the voting stock of eLandia International. Mr. Pizarro is a U.S. citizen and is the Chief Executive Officer of eLandia International. Mr. Pizarro’s address is c/o eLandia International, Inc., 8200 NW 52nd Terrace, Suite 102, Miami, Florida 33166. By the attached certification, SASC certifies that the partial assignment of the ASHC Cable Landing License was pro forma, as defined in 47 C.F.R. § 63.24, and that taken together with all the previous pro forma transactions, does not result in a substantive assignment or transfer of control. SASC regrets that it did not notify the Commission of the pro forma assignment of part of ASHC’s interest in the ASHC Cable Landing License within thirty days, as required by the Commission’s rules. SASC commits that such actions will not be repeated in the future.

Ms. Marlene Dortch 25 January 2010 Page 4 Should you have any questions, please contact Kent Bressie at +1 202 730 1337 or kbressie@wiltshiregrannis.com. Respectfully submitted, Kent D. Bressie Jonathan B. Mirsky Counsel to Samoa American Samoa Cable, LLC Attachments

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CERTIFICATE OF SERVICE I, Kent D. Bressie, hereby certify that consistent with Section 1.767(j) of the Commission’s rules, 47 C.F.R. § 1.767(j), I have served copies of the foregoing notification of partial pro forma assignment by hand- or overnight delivery on this 25th day of January 2010, to the following: Ambassador Philip Verveer U.S. Coordinator Int’l Communications & Information Policy Bureau of Economic and Business Affairs U.S. DEPARTMENT OF STATE EEB/CIP : Room 4826 2201 C Street, N.W. Washington, D.C. 20520-5818 Kathy Smith Chief Counsel U.S. DEPARTMENT OF COMMERCE/NTIA 14th Street and Constitution Avenue, N.W. Room 4713 Washington, D.C. 20230 Hillary Morgan Deputy General Counsel, Regulatory & International Law Code RGC DEFENSE INFORMATION SYSTEMS AGENCY 701 South Courthouse Road Arlington, Virginia 22204 Kent D. Bressie


Document Created: 2010-01-25 19:24:56
Document Modified: 2010-01-25 19:24:56
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