Attachment Ex Parte 04/21/05

This document pretains to SCL-MOD-20050304-00004 for Modification on a Submarine Cable Landing filing.

IBFS_SCLMOD2005030400004_432022

KELLEY DRYE & WARREN A Limited Liagiuity parthersHip 1200 19tTHh STREET, N.W. NEW YORK, NY sUITE 500 FACSIMILE TYSONS CORNER, VA wASHINGTON, D.C. 20036 (202) ©55—9792 CHICAGO, IL www.kelleydrye.com STAMFORD, CT (202) 955—9600 PARSIPPANY, NJ BRUSSELS, BELGIUM HONG KONG AFFILIATE OFFICES BANGKOK, THAILAND ROBERT J. AAMOTH JAKARTA, INDONESIA MUMBAI, INDIA April 21, 2005 DIRECT LINE (202) 9§55—9676 TOKYO, JAPAN E—MAIL: raamoth@kelleydrye.com Ms. Marlene H. Dortch Office of the Secretary Federal Communications Commission 445 12th Street, S.W. Washington, D.C. 20054 Re: Notice of Ex Parte Presentation —— Application for Assignment of a Cable Landing License for the Tyco Atlantic Submarine Cable System and of a Jointly—Held Cable Landing License for the Tyco Pacific Submarine Cable System; Application for Transfer of Control of a Jointly—Held Cable Landing License for the Tyco Pacific Submarine Cable System; Application to Modify the Cable Landing License for the Tyco Pacific Submarine Cable System, File Nos. SCL—ASG—20050304—00003, SCL— T/C—20050304—00005, SCL—MOD—20050304—00004 Dear Ms. Dortch: On behalf of VSNL Telecommunications (US), Inc. ("VSNL US"), a party to the above—referenced applications, I am providing this information at the request of Commission staff. The ultimate parent company of VSNL US is Videsh Sanchar Nigam Limited ("VSNL"), a leading telecommunications carrier in India. VSNL is a publicly—traded company and its ADRs trade on the New York Stock Exchange. VSNL is operated as part of the Tata Group, an Indian commercial conglomerate consisting of approximately 80 companies operating in seven different market sectors including chemicals, engineering, energy, automotive, communications, and consumer goods. The Tata Group collectively has an ownership interest in VSNL of 46.6% and exercises defacto control of VSNL. The Government of India owns a 26.12% interest in VSNL, and the Bank of New York owns a 13.3% interest in VSNL. Pursuant to a shareholders agreement between the Government of India and the Tata Group, the Government of India is entitled to appoint two directors and to nominate two independent directors to VSNL‘s 12—person Board of Directors, while the Tata Group is entitled DCOI/AAMOR/233220.1

KELLEY DRYE & WARREN icr Ms. Marlene H. Dortch April 21, 2005 Page 2 to appoint six directors and to nominate two independent directors. The Tata Group appoints the Chairman of VSNL‘s Board of Directors as well as VSNL‘s Managing Director. Pursuant to the shareholders agreement, the consent of the Government of India is necessary for certain narrowly—defined corporate actions, including changes in the Memorandum of Association or Articles of Association; granting a security interest or incurring indebtedness in excess of VSNL‘s net worth; winding—up the company; making loans in excess of Rs.500 million other than in the ordinary course of business; entering into a merger, consolidation or other amalgamation; changing the number of directors; or transferring shares without respecting the other party‘s rights of first refusal. The Government of India does not have the right to direct the network operations of VSNL, to direct the day—to—day management of VSNL, or to appoint the management executives of VSNL. With respect to the Tyco Global Network ("TGN"), the Government of India would not have the right to control any systems, equipment or services related to the TGN, nor would the Government of India be able to access, electronically or otherwise, any U.S. communications carried over the TGN. VSNL US is submitting this ex parte notification in compliance with 47 C.F.R. §1.1206(b). Please address any correspondence or inquiries to the undersigned attorney. Sincerely, Robeft J. Aamoth ce: James L. Ball John Branscome Kathleen Collins Sam Feder David Krech Paul Margie Susan O‘Connell Barry Ohlson Mark Uretsky DCO1/AAMOR/233220.1


Document Created: 2005-04-28 15:45:27
Document Modified: 2005-04-28 15:45:27
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