DA No. 02-2523

October 4, 2002

**ACTIONS TAKEN UNDER CABLE LANDING LICENSE ACT**

**Section 1.767(a) Cable Landing Licenses, Modifications, and
Assignments or Transfers of Control of Interests in Cable Landing
Licenses (47 C.F.R. § 1.767(a))**

**By the Chief, Policy Division, International Bureau:**

Pursuant to An Act Relating to the Landing and Operation of Submarine
Cables in the United States, 47 U.S.C. §§ 34-39 (Cable Landing License
Act), Executive Order No. 10530, Exec. Ord. No. 10530 *reprinted as
amended in* 3 U.S.C. § 301, and section 1.767 of the Commission's rules,
47 C.F.R. § 1.767, the following application ARE GRANTED. These grants
of authority are taken under section 0.261 of the Commission's rules, 47
C.F.R. § 0.261, and are effective upon release of this public notice.
Petitions for reconsideration under section 1.106 or applications for
review under section 1.115 of the Commission's rules, 47 C.F.R. §§
1.106, 1.115, may be filed within 30 days of the date of this public
notice.

This public notice serves as each cable landing licensee's Cable Landing
License, or modification thereto, pursuant to the Cable Landing License
Act and sections 1.767 and 1.768 of the Commission's rules. Cable
landing licensees should review carefully the terms and conditions of
their licenses. Failure to comply with these terms and conditions or
relevant Commission rules and policies could result in fines or
forfeitures.

The Commission most recently amended its rules applicable to submarine
cable landing licenses in *Review of Commission Consideration of
Applications under the Cable Landing License Act*, IB Docket No. 00-106,
FCC 01-332 (rel. Dec. 14, 2001), 67 Fed. Reg. 1615 (Jan. 14, 2002). An
updated version of sections 1.767 and 1.768 of the rules is available at
<http://www.fcc.gov/ib/pd/pf/telecomrules.html>. *See also*
<http://hraunfoss.fcc.gov/edocs_public/attachmatch/DA-02-598A1.pdf> for
a March 13, 2002 Public Notice;
<http://hraunfoss.fcc.gov/edocs_public/attachmatch/FCC-01-332A1.pdf> for
the December 14, 2001 Report and Order.

> **SCL-ASG-20020814-00065 FLAG Atlantic Limited (Debtor-in-Possession)
> (Licensee and Assignor)**

**FLAG Telecom Global Network Limited (Assignee)**

> **FLAG Telecom Holdings Limited as Debtor-in-Possession (Transferor)**
>
> **FLAG Telecom Group Limited (Transferee)**

*PRO FORMA* ASSIGNMENT AND

TRANSFER OF CONTROL

[Action Taken]{.underline}: Grant of authority to *pro forma* assign
FLAG Atlantic-1 submarine cable landing license from FLAG Atlantic
Limited as Debtor-in-Possession (FLAG Atlantic DIP) to FLAG Telecom
Global Network Limited (FLAG Global), a wholly-owned subsidiary of FLAG
Telecom Holdings Limited as Debtor-in-Possession (FLAG Telecom DIP), and
grant of authority to simultaneously transfer control of FLAG Global
from FLAG Telecom DIP to FLAG Telecom Group Limited (FTGL).

[Conditions and Requirements]{.underline}: *See FLAG Atlantic Limited*,
Cable Landing License, File No. SCL-LIC-19990301, 15 FCC Rcd 21359 (IB
1999). Licensees shall comply with the requirements of Section 1.768
(notifications and prior approval for submarine cable landing licensees
that are or propose to become affiliated with a foreign carrier), 47
C.F.R. § 1.768. *See also* 47 C.F.R. § 1.767(g) (1) (14). Licensees may
file, pursuant to paras. 33 and 63 of the Commission's Report and Order
in IB Docket No. 00-106, to seek authority to substitute the new no
special concession rule for the no exclusive arrangements condition in
para. 15(4) of the Cable Landing License, and authority for
post-transaction notification of *pro forma* transactions. *See* 47
C.F.R. §§ 1.767(g)(5), 1.767(g)(7); *see also New Submarine Cable
Landing License Rules Schedule to Take Effect March 15*, Public Notice,
DA 02-598 (2002).

This grant is conditioned on FTGL notifying the Commission of any 10% or
greater direct or indirect shareholders of FLAG Global, including the
information required under sections 1.767 and 63.18(h) of the rules, or
certifying that there are no 10% or greater shareholders, within five
business days after the ownership of FTGL is conclusively established.
*See* 47 C.F.R. §§ 1.767, 63.18(h).

This grant is conditioned on FTGL providing an interlocking directorate
certification within five business days after the appointment of the
FTGL and its subsidiaries' board of directors. *See* 47 C.F.R. §
63.18(h).

[Licensee Information]{.underline}: FLAG Atlantic DIP is a company
organized under the laws of Bermuda, and is a wholly-owned subsidiary of
FLAG Atlantic Holdings Limited as Debtor-in-Possession (FAHL DIP). FLAG
Atlantic DIP operates the FLAG Atlantic-1 non-common carrier submarine
cable between the continental United States and the United Kingdom and
France. FLAG Atlantic Limited (FLAG Atlantic), the holder of the License
prior to FLAG Atlantic DIP, is a corporation which, together with its
direct parent, FLAG Atlantic Holdings Limited (FAHL), and its ultimate
parent, FLAG Telecom Holdings Limited (FLAG Telecom), filed for
reorganization under Chapter 11 of the bankruptcy laws in April 2002.
The proposed transaction will occur pursuant to a Plan of Reorganization
under the supervision of a bankruptcy court.

FAHL DIP is a company organized under the laws of Bermuda, and is a
wholly-owned subsidiary of FLAG Telecom DIP.

Pursuant to a Plan of Reorganization, FLAG Telecom DIP will be acquired
by FTGL, a company that is being organized in Bermuda. As a result of
this transaction, FLAG Global will become the direct holder of the
License and ultimately will be controlled by FTGL.

FTGL will be owned exclusively by significant creditors of FLAG Telecom
and certain of its subsidiaries (including FLAG Atlantic and FAHL). The
common stock of FTGL will be publicly traded. As of August 1, 2002, the
record date for the Plan of Reorganization, Applicants state that only
one party will hold greater than 5% interest in FTGL: Goldman Sachs &
Co., with 10.3% ownership interest. Applicants state that other than
Goldman Sachs & Co., no other party will hold, individually or in the
aggregate, greater than 5% of the equity of FTGL.

FLAG Global, as a result of the reorganization, will be affiliated with
the following foreign carriers: FLAG Atlantic France Sarl (France); Flag
Atlantic UK Limited (United Kingdom); Flag Telecom Asia Limited (Hong
Kong); FLAG Telecom Belgium Network, SA (Belgium); FLAG Telecom
Deutschland Network, GmbH (Germany); FLAG Telecom Espana Network SAU
(Spain); FLAG Telecom France Network SAS (France); FLAG Telecom Ireland
Limited (Ireland, Spain (resale only); United Kingdom; Netherlands;
Italy (resale only); FLAG Telecom Japan Limited (Japan); FLAG Telecom
Nederland Network, BV (Netherlands); FLAG Telecom Norway Network AS
(Norway); FLAG Telecom Servizi Italia SpA (Italy); FLAG Telecom
Singapore Pte. Limited (Singapore); FLAG Telecom Switzerland Network AG
(Switzerland); GT Group Telecom, Inc. (Canada); Seoul Telnet, Inc.
(South Korea); Telemig Celular Participacones S.A. (Brazil).

FLAG Global certifies that an entity that will control FLAG Global will
also control foreign carriers that are subsidiaries of FLAG Atlantic for
purposes of constructing and operating the components of the FLAG
Atlantic-1 cable system in the United Kingdom and France, which are the
destination countries of the FLAG Atlantic-1 cable system. FLAG Global
states that the United Kingdom and France are members of the WTO. FLAG
Global states that it will control FLAG Telecom Ireland Limited, which
is licensed as a public telecommunications operator in the United
Kingdom. FLAG Global certifies that the affiliated foreign carriers in
the destination markets do not possess market power.

[Interlocking Directorates]{.underline}: Applicants state that they are
unable to make any certification with respect to interlocking
directorates because the creditors who will be the holders of FTGL's
common stock have not yet appointed the board of directors of FTGL or
any of its subsidiaries.

[Regulatory Status of Cable]{.underline}: FLAG Atlantic-1 cable system
is operated on a non-common carrier basis. *See FLAG Atlantic Limited*,
15 FCC Rcd 21359, para. 1.

[Cable Design and Capacity]{.underline}: *See*, File No.
SCL-LIC-19990301.