Attachment SCL STA Application

This document pretains to SCL-STA-20061109-00009 for Special Temporal Authority on a Submarine Cable Landing filing.

IBFS_SCLSTA2006110900009_536733

STEPTOE&RJOHNSON u ATTCANEYS AT LAW Brendan Kasper 1330 Connecticut Avenue, NW Tel 202429.6496 Washington, DC 200364795 Fax 202.261.0552 Tel 2024293000 bkasper@steptoe.com Fax 2024293902 steptoe.com November 9, 2006 VIA HAND DELIVERY Marlene H. Dortch Secretary Federal Communications Commission International Bureau — Policy PO Box 358115 Pittsburgh, PA 15251—5115 Re: FLAG Telecom Group Limited Application for Special Temporary Authority Dear Ms. Dortch: Enclosed is the original, four copies, and one stamp and return copy of the FLAG Telecom Group Limited Application for Special Temporary Authority related to its cable landing license (SCL—LIC—19990301—00005). The application has been submitted with a facsimile copy of the signature page. We will submit the original signature page under separate cover when we receive it. Please contact us if you have any questions about this filing. Respectfully submitted, 2 dz Persanditn ”f%{,%@w Christopher C. Tai ‘ Rhonda M. Bolton Brendan Kasper Petra A. Vorwig Counselfor FLAG Telecom Group Limited LOS ANGELES * LONE O \ «o0 RRUs 0 2

READ INSTRUCTIONS CAREFULLY Approved by OMB BEFORE PROCEEDNG FEDERAL COMMUNICATIONS COMMISSION 306040589 REMITTANCE ADVICE Page 1 8.__ (hLocksox # F 1J Et 252115 SECTION a — PAYER INFORBATION T FAYERNANE ) puying by credit cand onter name exnonly as ic appeas onthe cand) T foral a) ‘UNT PAID (U.S. Dellars and cents) FLAG Telecom Group Limited $965.00 erReeTApDress inE no.r Milner House § srkeer aboress Ling xo: 18 Parliament Streat t erry M§STATE ® ar cobe Hamilton: N/A HM12 (9) DATTINE TELEFHONE NUSBER (ncluds se oode) (10) COUNTRY CODE tif nor U.S.A ) +44 207 478 9540 Tee REoistkaon Nt To PAYERX(ENE) 0010621449 COMPLETE SECTION BFLOW For EACH SERVICE,IF Mork ROXEs ARE NEEDED, USE CoNTNuaTioX suEet (13) APPLICANT NAME FLAG Telecom Group Limited (14) STREET ADDXESS LINE NOA winer House oFemeer Ippaess che o? 18 Partiament Street 18 ory D StATE (i#) Zi>CopE Hamilton N/A HM1z To BATTIE TELEFHONENUSBEE (nclude rrescand To CoUtmy conE (Faam CSA) +44 207 478 9540 BM TeerEoieraation cusmen (eoanqunen CmnmtcortEe) es = ; 2 od10821440 & 2 __ ComFLETE SECTIONC Fon Eon sexvice, is moke soxes ade Nebben, continuaron anter m CALE Sonomen is Tetrvnent eecoos TexocamIy SCL—LIC—19990301—00005 CUuT 1 Gex) Fek Dus rox ipro) A) rorat rer $965.00 $985.00 (zzA) FCC CODET (29A) FCC cops2 mssn m Bicathsioworme. i6 io rathent mmE coos [ Emeotrnry (GeB) eE ous Fok Prcy y roral. ree Gamircccopsi Greircccones SECTION D — CERTIFICATION cortlfy under pealty ofperfury that the foregoing and supporting information is rie and carrest to 9'44 M“"‘“‘“ care__[| ,:/@!;L.w N E— CR C Yothyr INroRMaTion mastErcakp _ visA amex_____ Discover__ ACt m NUMbER__ EXFIRATICN DATE 1 hereby authorizethe BCC to cherge my credit card for the service( wuthorization herein descritbed. stonature pae . SEE PUBLIC BURDEN CN REVERSE 2CC FORM 199 PEBRUARY 200MREVISED)

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 S w mt m Nn n use In the Matter of FLAG ATLANTIC—1 SUBMARINE CaBLE LaNDING LicENsE File No. Application for Special Temporary Authority To Operate Pursuant to the Cable Landing License Act Application for Special Temporary Authority To Operate Pursuant to the Cable Landing License Act FLAG Telecom Group Limited ("FLAG®), pursuant to the Cable Landing License Act of 1921 and Section 1.767 of the Commission‘s rules, 47 C.F.R. §1.767, hereby requests special temporary authority ("STA") to continue operating under its submarine cable landing license pending grant ofits application for a transfer of control.‘ ‘FLAG‘s submarine cable landing license, granted in File No. SCL—LIC—19990301— 00005 (the "License"), authorizes the operation and landing of the FLAG Atlantic—1 non— common carrier submarine cable between the continental United States and the United Kingdom and France. The License was issued in October 1999, to FLAG Atlantic Limited ("FLAG Atlantic‘), a Bermuda company and an indirect wholly—owned subsidiary of FLAG Telecom Holdings Limited ("FLAG Telecom"). In October 2002, pursuant to a court—approved plan of reorganization, FLAG Telecom and certain of its subsidiaries, including FLAG Atlantic, were restructured. As part ofthe restructuring, the Commission approved the assignment of the License to FLAG Telecom Global Network Limited ("FLAG Global"), a wholly—owned subsidiary of FLAG, which assignment was consummated on October 9, 2002. See IBFS File No. SCL—ASG—20020814—00065. In October 2003, FLAG sought Commission approval to ransfer control ofFLAG Globalto a newentity to be formed by the amalgamation of FLAG with Gateway Net Bermuda Limited, which entity was to be 100% owned by Reliance Gateway Net Limited ("RGNL"). The Commission approved the transfer of control, which was consummated on January 12, 2004. See IBFS File No. SCL—T/C—20031024—00031. In April 2004, the Commission approved the pro forma assignment of the License from FLAG Global to FLAG. See IBFS File No. SCL—ASG—20040329—00009. The Commission also approved in April 2004, an application to modify the License to substitute the "no new special concessions"

As explained in greater detail below, FLAG inadvertently failed to obtain Commission authorization prior to a series of transactions that resulted in a transfer of ultimate control over FLAG. Accordingly, concurrent with the filing of this STA request, FLAG is filing an application seeking Commission approval of the transfer of control. However, FLAG requests special temporary authority to continue operating its facilities and serving its customers pending the Commission‘s consideration of the transfer of control application. Grant of this STA request is therefore in the public interest because it will allow FLAG to avoid any discontinuity of service to the public. Background and Request for STA FLAG had been controlled indirectly by Reliance Communications Ventures Limited ("RCVL") as a result of the transfer by Reliance Industries Limited ("RIL") of its various telecommunications entities to RCVL.* As a result of this transfer, RCVL exercised dejure and de facto control over FLAG, holding an aggregate indirect ownership interest of 65.9120% in FLAG. However, the corporate structure assumed by RCVL (which was renamed Reliance Communications Ventures Limited ("RCOM") on June 7, 2006)" was extremely complicated and condition and to include the pro forma condition in 47 C.F.R. § 1.767(g)(7) of the Commission‘s rules as an amendment to paragraph (5) of the License. See IBFS File Nos. SCL—MOD— 20040211—00005, SCL—MOD—20040211—00006. Subsequently, in September, 2005, FLAG filed an application for consent to the proforma change in control that occurred when Reliance Industries Limited ("RIL") assumed dejure control over FLAG. IBFS File No. SCL—T/C— 20050929—0018. Finally, on November 30, 2005, the Commission approved the transfer of control ofFLAG from the uitimate parent company, RIL, to a new ultimate parent company, Reliance Communications Ventures Limited (CRCVL"). See IBFS File No. SCL—T/C—20051011— 00026. * See Notification of Consummation dated February 17, 2006 — IBFS File No. SCL—T/C— 20051011—00026. RCVL‘s name was changed to RCOM on June 7, 2006. Hereinafter, RCOM shall also mean RCVL, as appropriate. * Hercinafter, RCOM shall also mean RCVL, as appropriate.

included a number of intermediate companies with cross ownership interests as well as outside minority shareholders in some of the intermediate companies. Specifically, Mr. Anil Ambani held a 20.4543% non—controlling interest in FLAG through his acquisition of interests in various intermediate companies in the chain of ownership between RCVL and FLAG.* And Mrs. Kokilaben Ambani held a 13.6337% non—controlling interest in FLAG by obtaining equity interests in various intermediate compamies.5 The corporate structure pre—September 14, 2006 is depicted in Attachment A hereto. In an effort to rationalize and simplify its corporate structure, RCOM has sought to eliminate certain intermediate companies and convert the interests held by minority shareholders in some of those intermediate companies into interests in RCOM itself." In a series of complex transactions that were approved by the High Court of Judicature at Bombay and the High Court of Gujarat at Ahmedabad (both in India), RCOM was able to eliminate most of the intermediate companies in the ownership chain between it and FLAG and assume their assets and Habilities. On September 14, 2006, it completed this process by issuing additional shares of stock to the former minority shareholders ofcertain of the now—eliminated intermediate companies. As a result of this "Scheme of Amaigamation," RCOM now owns 100% of FLAG. In turn, Mr. Ambani now holds an aggregate 42.90% interest in RCOM via three separate means: (i) through his near complete ownership of Reliance Innoventures Limited ("RIVL"), which holds a 0.56% * FLAG timely notified the Commission of Mr. Ambani‘s acquisition of this 20.4543% non—controlling interest in FLAG on October 10, 2005. $ FLAG timely notifled the Commission of Mrs. Ambani‘s acquisition of this 13.6337% non—controlling inferest in FLAG on March 21, 2006. * A full description of the transactions and the resulting division of ownership is provided in FLAQ‘s transfer of control application filed simultaneously with this STA application. See FLAG Atlantic—1 Submarine Cable Landing License, Applicationfor Authority Pursuant to the Cable Landing License Actfor Transfer of Control, File No. , {filed Nov. 9, 2006).

direct interest in RCOM and a 100% indirect interest in AAA Communication Private Limited ("AAACPL®) that, in turn, holds a 29.11% interest in RCOM; (ii) through his near complete ownership of Anadha Enterprise Private Limited ("AEPL"), which holds a 13.14% direct interest in RCOM,; and (iii) through his 0.09% direct interest in RCOM. By virtue of these holdings, Mr. Ambani now exercises defacto control over both RCOMand FLAG. Mrs. Ambani now holds an aggregate 21.96% interest in RCOM via two separate means: through her near complete ownership of Bhavan Mercantile Private Limited ("BMPL"), which holds a 21.73% direct interest in RCOM; and through her 0.23% direct interest in RCOM. The post—September 14, 2006, simplified ownership structure is depicted in Attachment B hereto. Unfortunately, FLAG inadvertently failed to seek prior Commission authorization for the series of restructuring steps that resulted in the transfer of control to Mr. Ambani as of September 14, 2006. Upon discovering the error, FLAG sought immediately to rectify the situation and to institute safeguards against future occurrences." As one of the corrective measures, FLAG is filing simultancously with this application a transfer of control application requesting Commission approval of the transfer of control over FLAG from RCOM to Mr. Ambani.‘ In the meantime, however, FLAG requests this STA to continue operating its facilities 7 Upon learning of the error, FLAG promptly contacted the Commission to schedule a meeting to inform the Commission of the situation and to seek Commission guidance on the corrective steps needed. This meeting was held on October 10, 2006, with members of the Policy Division of the International Bureau. In addition, FLAG has taken steps to familiarize appropriate personnel with the Commission‘s regulatory requirements regarding transfers of control to ensure that similar mistakes do not occur in the future. Finally, FLAG will ensure that counsel is consulted concerning any future corporate restructurings or other transactions that could require an application or otherdisclosure to the Commission. © FLAG Atlantic—1 Submarine Cable Landing License Applicationfor Authority Pursuant to the Cable Landing License Actfor Transfer ofControl, File No. , (filed Nov. 9, 2006)

and serving its customers pending Commission approval ofits transfer of control application. Accordingly, grant ofthis STA request is in the public interest because it will allow FLAG to avoid any discontinuity of service to the public. FLAG acknowledges that the grant of this STA request will not prejudice any action the Commission may take on the underlying application seeking Commission approval of the transfer of control of FLAG. FLAG further acknowledges that this STA can be revoked by the Commission upon its own motion without a hearing. Information Required Under Section 1.767 §1.767(a)(1) FLAG Telecom Group Limited Milner House 18 Parliament Street Hamilton HM12 Bermuda Telephone: +44 207 478 9540 Attn: Mr. Mark Prudden 1.167(a)( FLAG is a corporation organized under the laws of Bermuda. §1.767(a)(3) Correspondence concerning this application should be directed to: FLAG Telecom Group Limited Sovereign Court 635 Sipson Road Sipson, West Drayton Middlesex UB7 OJE United Kingdom Attn: Mr. Mark Prudden with a copy to: Christopher Tai Steptoe & Johnson LLP

1330 Connecticut Avenue, NW Washington, DC 20036 Telephone: 202—429—3000 §1.767(a)(8) See FLAG‘s transfer of control application filed simultaneously with this request." §1.767(a)(9) FLAG herebycertifies that it accepts and will abide by the routine conditions specified in paragraph (g) of Section 1.767 of the Commission‘s rules. ° See FLAG Atlantic—1 Submarine Cable Landing License, Application for Authority Pursuant to the Cable Landing License Actfor Transfer ofControl, File No. , (filed Nov. 9, 2006).

FromFLAG TELECOM USA LTD 2127544548 T—821 P.027/804 P—280 Nov=08=06 {{:8Zam | {| i | Christopher C. Tai Authorized Signatory | Rhonda M. Boiton i Petra A, Vorwig FLAG Telecom Group Limited Steptoe & Johnson LLP Milner House 1330 Connecticut Avenue NW 18 Parliament Street Washington, DC 20036 Hamilton HM12 Bermuda | (202) 429—3000 Counselfor Applicants Dated: November gf 2006

Attachment A FLAG CORPORATE STRUCTURE — Prior to Sep. 14, 2006 . Anil Kakilab.en RCVL Ambani Ambani 99.99% 45% 98% *¥ } Ambani Panther _22% ___ _ RCIL Enterprises Consultants P~ Put. Ltd Put. Ltd. ," 7 [/ 31.3164% 0, 20% 20% t h 40% 40% 45.3425% 1| RCSPL |4—L2 * RSSPL \ \ 20% * \\ 40% k Jv 40% RCTL 3.5775% 31.3164% /5.3?% 100% FTGL

"RCVL" is Reliance Communication Ventures Limited "RCIL" is Refiance Communications Infrastructure Limited "RCSPL" is Reliance Communications Solutions Private Limited "RSSPL" is Reliance Software Solutions Private Limited "RCTL" is Reliance Communications Technologies Limited "RIC"is Reliance Infocomm Limnited "RGNL" is Reliance Gateway Net Limited "FTGL" is FLAG Telecom Group Limited, the cable landing licensee

Attachment B FLAG CORPORATE STRUCTURE — After September 14, 2006 . Kokilaben Others Anil Ambani Ambani 99.04% [:lva ] 99.99% $9.99% AAAECPL AEPL BMEL J 3514% a.09%| [2941% 1314% 21.13% 0.23% F Y RCOM (formerly RCVL) l 100% RGNL 100% ¥ FTGL "Others" includes a diverse array of Indian and non—Indian institutional and individual investors "RIVL" is Reliance Innoventures Limited "AAACPL" is AAA Communication Private Limited "AEPL"is Anadha Enterprise Private Limited "BMPL® is Bhavan Mercantile Private Limited "RCOM" is Reliance Communications Limited "RCVL" is Relfance Communication Ventures Limited "RGNL®is Reliance Gateway Net Limited "FTGL" is FLAG Telecom Group Limited, the cable landing licensee

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Document Created: 2006-11-21 14:44:51
Document Modified: 2006-11-21 14:44:51
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