Bharti Network i2i P

NOTICE submitted by Bharti Airtel Limited

Bharti Airtel Notice of Pro Forma Assignment

2012-04-24

This document pretains to SCL-LIC-20070824-00015 for License on a Submarine Cable Landing filing.

IBFS_SCLLIC2007082400015_949459

BINGHAM Ulises R. Pin Direct Phone: 202-373-6664 Direct Fax: 202-373-6001 April 24, 2012 VIA IBFS Marlene H. Dortch, Secretary Federal Communications Commission Room TW-B204 445 12th Street, SW Washington, DC 20554 Attention: International Bureau, Policy Division Re: Bharti Airtel Limited, Notification of Pro Forma Assignment to Its Wholly-Owned Subsidiary, Network i2i Limited Dear Secretary Dortch: Bharti Airtel Limited ("Bharti Airtel") and Network i2i Limited ("i2i"), by their undersigned counsel submit this Notification of Pro Forma Assignment, pursuant to Section 1.767(g)(7) ofthe Commission's Rules, 47 C.P.R. § 1.767(g)(7). Bharti Airtel is a voting member of, and has a higher than 5% interest in each ofthe following submarine cables connecting Asia to the United States: (i) the Unity Cable System ("Unity") and (ii) the Asia America Gateway System ("AAG"). Unity and AAG have been licensed by the Commission and Bharti Airtel is a licensee under the applicable licenses (collectively the "FCC Licenses"). 1 Beijing Boston Frankfurt By this pro forma assignment filing, Bharti Airtel and i2i are providing the Hartford Commission notice of a proposed assignment of Bharti Airtel's interest in the Unity Hong Kong and AAG systems and the FCC Licenses to its wholly-owned subsidiary, i2i (the London Los Angeles "Transaction"). i2i is a corporation organized under the laws of Mauritius. New York Orange County The Transaction is governed by Mauritius law and is scheduled to be San Francisco consummated on or about June 30, 2012. The Transaction greatly simplifies the Santa Monica Silicon Valley management of Bharti Airtel' s international network by holding all of Bharti Airtel' s Tokyo submarine cable assets around the world in a wholly-owned subsidiary especially Washington created for these purposes, i2i. However, the Transaction does not and will not affect the ultimate control of Bharti Airtel or the FCC Licenses. After consummation of the Transaction, Bharti Airtel will still retain indirect control of the Bingham McCutchen LLP FCC Licenses. 2020 K Street NW Washington, DC 20006-1806 See FCC File Nos. SCL-LIC-20080516-00010 and SCL-LIC-20070824-00015. T +1-202.373-6000 F +1-202.373-6001 bingham.com A/74 761855 3

Marlene H. Dortch, Secretary April 24, 2012 Page 2 The proposed assignment of the FCC Licenses is pro forma as defined under Section 63.24 of the Commission's Rules, 47 C.F.R. § 63.24, as it does not result in a de jure or de facto change of control in Bharti Airtel. Moreover, there will be no change in the services offered to customers or the rates of Bharti Airtel's services, and the Transaction is completely transparent to Bharti Airtel's customers. As required by Sections 1.767(g)(7) and 63.24(f)(2) of the Commission's Rules (47 C.F.R. §§ 1.767(g)(7) and 63.24(£)(2)), Bharti Airtel and i2i provide the following information required by 63.18(a) through (d) and (h) of the Commission's Rules (47 C.F.R. § 63.18): 1. Section 63 .18(a): Name, address and telephone number of Bharti Airtel and i2i : Bharti Airtel Limited FRN: 0016729790 Bharti Crescent, 1, Nelson Mandela Road Vasant Kunj, Phase II New Delhi, India 110070 Tel: +91 (11) 4161 5050 Network i2i Limited FRN: 0021563382 10 Frere Felix de Valois Street Port Louis, Mauritius. Tel: +91 (11) 4161 5050 2. Section 63.18(b): Bharti Airtel is a corporation organized under the laws of India. i2i is a corporation organized under the laws of Mauritius. 3. Section 63 .18(c): Correspondence concerning this filing should be sent to: Ulises R. Pin Bingham McCutchen LLP 2020 K Street, N.W. Washington, DC 20006-1806 (202) 373-6664 (Tel) (202) 373-6001 (Fax) u. pin@bingham.com 4. Section 63 .18(d): i2i will operate as a member of the Unity and AAG systems under the FCC Licenses (FCC File Nos. SCL-LIC-20080516-000 10 and SCL-LIC-20070824-00015). Bingham McCutchen LLP bingham.com A/74761855.3

Marlene H. D01tch Secretary April24 2012 Page 3 5. ection 63.18(h): The name address, citizensh ip and principal business activity of any person having a 10% or greater interest in i2i is as follows: Name: Bhruti Airtel Limited Address: 234 Okhla Industrial state Pha e-3 New Delhi India 110020 Principal Busine s: Telecommunications Ownership Interest: 100% Other than as previou ly reported to the Commission, there are no changes in Bharti Airtel s ownership. Other than as previously reported to th Commission there are no interlocking officers or directors to repo11. Bharti and i2i certify that the Transaction is pro forma and that, together with all previous pro forma tran actions wil l not result in a chang in the ultimate controlling sha:reho ld rs of Bha1ti Airtel. Please contact the undersigned at (202) 373-6664 if you have any que tions or comments regru·ding this filing. Ulises R. Pin Counsel for Bharti Airtel Limited and Network i2i Limited Attachments cc: Don Mihsill Bingham McCutchen LLP bingham.com 7476 1855.3

CERTIFICATION On behalf of Network i2i Limited, I hereby certify that the foregoing Pro Forma Assignment Notification was prepared under my direction and control. I further certify that all statements therein are true, complete, and correct to the best of my knowledge and are made in good faith and that the Transaction described therein was pro forma under the Commission's Rules. I certify under penalty of perjury that the foregoing is true. NETWORK i2i LIMITED / } 1 A/74 76!8S5. J

CERTIFICATION On behalf of Bharti Airtel Limited, I hereby certify that the foregoing Pro Forma Assignment Notification was prepared under my direction and control, I further certify that all statements therein are true, complete, and correct to the best of my knowledge and are made in good faith and that the Transaction described therein was pro forma under the Commission‘s Rules. 1 certify under penalty of perjury that the foregoing is true. BHARTI AIRTEL LIMITED AM14761855.1


Document Created: 2012-04-24 15:21:24
Document Modified: 2012-04-24 15:21:24
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