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Before the
               Federal Communications Commission
                     Washington, D.C. 20554
In the Matter of
Telefnica SAM USA, Inc.
And
Telefnica SAM de Puerto Rico, Inc.
Application for a License to Land and Operate
in the United States a Private Submarine Fiber
Optic Cable Network Extending Between
Florida, Puerto Rico, Brazil, Argentina, Chile,
Peru, and Guatemala
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                 SCL-LIC-20000204-00003
                     CABLE LANDING LICENSE
   Adopted: August 9, 2000              Released: August 10, 2000
Before the:  Chief, Telecommunications Division, International Bureau
                      I.Introduction
          1.   In this Order, we grant the application, subject to certain
          conditions, of Telefnica SAM USA, Inc. (Telefnica SAM USA) and Telefnica
          SAM de Puerto Rico, Inc. (Telefnica SAM de Puerto Rico), (collectively
          "Applicants" or "Telefnica SAM,") under the Cable Landing License Act and
          Executive Order No. 10530, for authority to land and operate a private fiber optic
          submarine cable system to be called the South America-1 Cable Network (SAm-1
          or "cable system"), extending between: Boca Raton, Florida; Isla Verde, Puerto
          Rico; Fortaleza, Brazil; Salvador, Brazil; Rio de Janeiro, Brazil; Santos, Brazil;
          Las Toninas, Argentina; Valparaiso, Chile; Arica, Chile; Lurin, Peru; Puerto San
          Jos, Guatemala; and Puerto Barrios, Guatemala.  A map of the SAm-1 cable
          system is attached as Exhibit A.  Applicants propose to operate the cable system
          on a non-common carrier basis.  We find that Applicants have provided sufficient
          information under our rules to comply with the Cable Landing License Act and
          that it would serve the public interest to grant the cable landing license subject to
          the conditions discussed below.
                         II.Application
          2.   According to the Application, as updated by Applicants' August 8,
          2000 letter, Telefnica SAM USA, a Florida corporation, and Telefnica SAM de
          Puerto Rico, a Puerto Rico corporation, through a series of intermediate holding
          companies, are indirect, wholly-owned subsidiaries of Telefnica, S.A.
          (Telefnica), a Spanish corporation.  Telefnica SAM USA and Telefnica SAM
          Puerto Rico are wholly-owned by Telefnica SAM Uruguay, S.A. (Telefnica
          SAM Uruguay), a corporation organized under the laws of Uruguay.  Telefnica
          SAM Uruguay is wholly-owned by Emergia Holding N.V. (Emergia), a
          Netherlands entity.  Emergia, in turn, is wholly-owned by Telefnica, the
          dominant provider of domestic and international communications in Spain.
          Telefnica, through a series of 100-percent-owned subsidiaries, will indirectly
          own the cable and each of the cable landing stations.
          3.   As stated in the Application, Telefnica Internacional, S.A.
          (TISA) entered into a joint venture with Tyco International Ltd., a Bermuda
          corporation (Tyco), which provides for the transfer of 15 percent of the shares of
          Telefnica SAM Uruguay to Tyco Gamma Ltd. (Tyco Gamma), a Bermuda
          corporation and a wholly-owned subsidiary of Tyco, a diversified manufacturing
          company that is publicly traded on the New York Stock Exchange.  In its letter of
          August 8, 2000,  Telefnica SAM confirms that this transaction, through which
          Tyco Gamma purchased 15 percent of the outstanding shares of Telefnica SAM
          Uruguay, has closed into escrow pending European Union approval.  Telefnica
          SAM states that, moreover, subject to future change, Tyco is expected to
          exchange its 15 percent interest in Telefnica SAM Uruguay for six percent of the
          shares of Emergia, and notes also that Emergia expects to go public on NASDAQ
          with an initial public offering in the near future.  Applicants indicate that they
          will notify the Commission once this transaction is completed.
          4.   According to the Application, SAm-1 will be a 25,000 km long
          system (22,000 km of submarine cable and 3,000 km of terrestrial links across
          Argentina, Chile and Guatemala) in a self-healing ring architecture comprised of
          four fiber pairs ultimately capable of carrying 48 channels at 10 Gbps each.
          Initial capacity on the SAm-1 system will be 40 Gbps.  Multiple upgrades will be
          possible using dense wave division multiplexing (DWDM) up to 1.92 Tbps.
          Applicants anticipate having the system in service by November 30, 2000.
          SAm-1's undersea cable segments and their capacity are summarized in Exhibit B
          attached to this Order.
                           1Comments
2.We placed the Application on public notice on February 18, 2000.
Tyco Submarine Systems Ltd. (Tyco Submarine) filed comments in support of the
application on March 17, 2000.  Pursuant to Section 1.767(b) of the
Commission's rules, the Cable Landing License Act, and Executive Order No.
10530, we informed the Department of State of the Application.  The
Department of State, after coordinating with the National Telecommunications
and Information Administration and the Department of Defense, stated that it has
no objection to the issuance of the cable landing license.
                         IV.Discussion
          3.   Section 35 of the Cable Landing License Act provides that licenses
          may be granted upon "such terms as shall be necessary to assure just and
          reasonable rates and service in the operation and use of cables so licensed."  In
          the Foreign Participation Order, the Commission adopted a presumption in
          favor of granting applications by applicants that are affiliated with carriers in
          destination markets that are World Trade Organization (WTO) members.  The
          Commission observed that if a particular application presents unusual risks to
          competition, the Commission can address most potential problems by imposing
          conditions on the license.  Each of the five countries in which the proposed cable
          would land where Applicants have foreign carrier affiliations as described below
          is a WTO member.
          4.   Applicants list the following foreign carriers with whom they are
          affiliated in the countries where they propose to operate the SAm-1 cable.
          Applicants have certified that they are controlled by Telefnica, which controls
          foreign carriers in Argentina, Brazil, Chile, Guatemala, and Peru, all destination
          countries for SAm-1.  In three of these countries, Argentina, Chile, and Peru, the
          foreign carriers possess market power as more fully-described below:
     (a) Argentina:  Telefnica indirectly owns 71.5 percent of Telefnica de Argentina, S.A.
     (TASA), which provides telephone service throughout Argentina.  TASA also owns 99.9
     percent of Telefnica Larga Distancia de Argentina, which provides international services
     in Argentina.  TISA manages TASA pursuant to a management agreement.
     (b) Brazil:  TISA holds a controlling interest in the following three local wireless carriers:
     (1) Telerj Celular S.A. (Rio de Janeiro); (2) Telest Celular S.A. (Spirito Santo); and (3)
     Celular CRT S.A. (previously a part of the local wireline carrier, Companhia
     Riograndense de Telecomunica es S.A.).  Telefnica indirectly owns 85.6 percent of
     Telesp S.A., which provides local and domestic long distance services, and 86 percent of
     Tele Sudeste Celular.
     (c) Chile:  Telefnica International Holding (TI Holding) owns approximately 43.64
     percent of Compaia Telfonos de Chile (CTC).  This approximately 43.64 percent
     ownership of CTC results from TI Holding's 100 percent ownership of Telefnica Chile
     Holding B.V., which in turn owns 100  percent of CTC's immediate parent, Telefnica
     Internacional de Chile, S.A., which owns 43.64 percent of CTC.  CTC provides local
     exchange, long distance and international services.
     (d) Guatemala:  TISA holds a controlling 51 percent interest, through TCG Holdings
     S.A., in (1) Tele Escucha S.A., which provides paging services in Guatemala; and (2)
     Telefnica CentroAmerica Guatemala S.A., which provides long distance and wireless
     services in Guatemala.
     (e) Peru:  Telefnica indirectly owns 93.2 percent of Telefnica del Peru, S.A. (TDP), a
     provider of local, long distance and international services in Peru. Telefnica Peru
     Holding, S.A. controls a majority of the TDP Board and TISA has a management contract
     to operate TDP.
          5.   Because the proposed cable's foreign carrier affiliates are in
          countries that are WTO members, there is a presumption in favor of granting
          Telefonica SAM's application to land and operate the SAm-1 cable in the United
          States.  We find no reason, based on the record before us, to rebut this
          presumption.  However, as discussed below, where these affiliations are with
          dominant carriers, we imposed certain conditions designed to address possible
          harms to competition.
          6.   The Commission allows submarine cables to be operated on either
          a common carrier or non-common carrier basis, and requires a cable landing
          license applicant to indicate under which of these two regulatory categories it
          seeks to operate.   Applicants seek authorization to operate SAm-1 on a non-
          common carrier basis.  As a non-common carrier cable, SAm-1 would not be
          required to make its capacity available indifferently to the user public.
          7.   The Commission's private submarine cable policy is intended to
          promote competition in the provision of international transmission facilities.  In
          determining whether a cable system qualifies to be operated on a non-common
          carrier basis, the Commission uses the two-part test set forth by the United States
          Court of Appeals for the District of Columbia Circuit in NARUC I.  Pursuant to
          this policy, the Commission has authorized non-common carrier cables where: 1)
          there is no legal compulsion to serve the public indifferently; and 2) there are no
          reasons implicit in the nature of the operations of the submarine cable system to
          expect an indifferent holding-out to the eligible user public.
          8.   In applying the first prong of NARUC I to submarine cable
          authorizations, the Commission has stated that there will be no legal compulsion
          to serve the public indifferently where there is no public interest reason to require
          the facilities to be offered on a common carrier basis.  This public interest
          analysis has focused on the availability of alternative facilities, although the
          Commission has stated it is not limited to that reasoning.  Where there are
          sufficient alternatives, the Commission has found that the public interest does not
          require the licensee to offer capacity on the proposed cable on a common carrier
          basis, but rather, in those circumstances, the public interest would be served by
          allowing a submarine cable to be operated on a non-common carrier basis.
          9.   If the Commission finds that there is no public interest reason to
          require the submarine cable facilities to be offered on a common carrier basis,
          then, under the second prong of the NARUC I test, the Commission considers
          whether there is reason to expect an indifferent holding-out by the applicant to the
          eligible user public.  If the Commission finds that an applicant has shown that it
          will make individualized decisions whether and on what terms to provide service
          and will not undertake to serve all customers indifferently, the Commission has
          held that the second prong of the test has been met.
          10.  Notwithstanding a Commission decision not to require a submarine
          cable system to be operated on a common carrier basis, the Commission retains
          the authority to impose common carrier or common-carrier-like obligations on the
          operations of that cable system, if the public interest so requires.  Furthermore,
          the Commission has always maintained the authority subsequently to classify
          facilities as common carrier facilities subject to Title II of the Communications
          Act if the public interest requires that the facilities be offered to the public
          indifferently.
          11.  In this case, with respect to the second prong of the test, Applicants
          propose to operate the SAm-1 network on a non-common carrier basis and will
          not hold themselves out to serve the public indifferently, but will make
          individualized decisions in particular cases whether and on what terms to deal
          with prospective customers.  Based on these representations, we conclude that
          there is no reason to expect an indifferent holding-out to the eligible user public.
          12.  With respect to the first prong of the test, Applicants assert that
          there are sufficient existing and planned facilities on the route to prevent them
          from exercising market power in offering services to the public.  Applicants
          assert that there are a number of planned common carrier and private cable
          systems in the region, including the following cables extending to one or more
          of the countries other than the United States in which SAm-1 would land:  (1)
          Americas-I (authorized on a common carrier basis to serve the U.S. Mainland, the
          U.S. Virgin Islands, Brazil, Trinidad, and Venezuela);  (2) Americas-II
          (authorized on a common carrier basis to serve Florida, Puerto Rico, the U.S.
          Virgin Islands, Martinique, Curacao, Trinidad, Venezuela, French Guiana, and
          Brazil); (3) ARCOS-1 (authorized on a non-common carrier basis to serve the
          U.S. Mainland, Puerto Rico, the Bahamas, the Dominican Republic, the Turks and
          Caicos Islands, Mexico, Belize, Guatemala, Honduras, Nicaragua, Costa Rica,
          Panama, Colombia, Venezuela and Curacao); (4) Atlantica-I (authorized on a
          non-common carrier basis to serve the U.S., Venezuela, Brazil and Bermuda);
          (5) Pan American (authorized on a common carrier basis to serve the U.S. Virgin
          Islands, Aruba, Venezuela, Colombia, Panama, Ecuador, Peru, and Chile);  (6)
          Project Oxygen (authorized on a non-common carrier basis to serve, among other
          landing points, Puerto Rico, Colombia, Venezuela, Brazil, Uruguay, Argentina,
          Chile, and Peru); and (7) South American Crossing or SAC (authorized on a
          non-common carrier basis to serve the U.S. Virgin Islands, Brazil, Argentina,
          Chile, Peru, Colombia, and Panama).
          13.  We find that the public interest would be served by the provision
          of additional capacity on the routes proposed to be served by SAm-1, particularly
          on the U.S.-Argentina, U.S.-Chile, and U.S.-Peru routes.  Currently, only one U.S.
          cable, Pan American, directly serves Chile and Peru, and no U.S. cable directly
          serves Argentina.  As noted above, we recently authorized SAC Landing Corp. to
          land and operate in the United States the South American Crossing Cable, a
          digital submarine cable system that will extend between the United States and
          Argentina, Brazil, Chile, Colombia, Panama, and Peru.
          14.  In its recent Notice of Proposed Rulemaking addressing
          competition in the submarine cable market, the Commission noted the importance
          of promoting the expansion of capacity and facilities-based competition, which
          will result in innovation and lower prices for U.S. consumers of international
          communications services.  At the same time, there is risk of competitive harm to
          U.S. consumers and to competitive providers, including telecommunications
          service providers and information service providers, on the U.S.-Argentina, U.S.-
          Chile, and U.S.-Peru routes due to Telefnica SAM's affiliation with dominant
          foreign carriers and foreign cable landing stations in those foreign destinations.
          15.  Telefnica SAM's U.S. affiliate, TLD, has been found to be
          subject to the Commission's dominant carrier regulations on the U.S.-Chile and
          U.S.-Peru routes because of these same foreign affiliations.  The Telefnica
          SAM Applicants, like their U.S. affiliate TLD, are entities under the control of
          Telefnica, the dominant telecommunications provider in Spain that also owns
          and controls foreign carriers and the foreign cable landing stations in Argentina,
          Chile, and Peru.  If Telefnica SAM had applied to land and operate SAm-1 on a
          common carrier basis, under the Commission's existing rules and precedent, we
          would apply the Commission's dominant carrier regulations to Telefnica SAM
          for three of the five destination markets:  Argentina, Chile, and Peru.  On these
          routes, we would impose dominant carrier regulation designed to detect and deter
          anticompetitive behavior due to Telefnica SAM's affiliation with the foreign
          carriers that have market power in the relevant markets, including anticompetitive
          behavior with respect to access to cable landing stations and backhaul facilities, in
          each of these three countries. We are concerned about terms for provisioning
          facilities, repairs, and interconnection that might be detrimental to unaffiliated
          entities, including telecommunications service providers and information service
          providers, and U.S. consumers.  Specifically, we are concerned that:  (1) the
          dominant foreign carriers and foreign cable landing station owners might favor
          Telefnica SAM, TLD, or other affiliates such as Telefnica's information service
          provider; and (2) Telefnica SAM might favor its affiliates.  We conclude,
          however, that we can address these concerns through a limited set of conditions.
          16.  In the Telefnica SAM August 8, 2000 Letter, in which Applicants
          provided additional information as described above, Applicants also indicated that
          they would not oppose certain conditions for operation of the SAm-1 cable on the
          U.S.-Argentina, U.S.-Chile, and U.S.-Peru routes, in response to concerns of the
          International Bureau due to Applicants' affiliation with dominant carriers and
          foreign landing stations in these three destination countries.
          17.  Reporting Conditions.  Section 63.10(c) of the Commission's rules
          imposes requirements on common carriers classified as dominant for the
          provision of particular services on particular routes.  Among other things, Section
          63.10(c) requires a dominant carrier to file quarterly reports summarizing: (1) the
          provisioning and maintenance of all telecommunications network facilities and
          services procured from its foreign carrier affiliate or from an allied foreign
          affiliate; and (2) the status of circuit activation, in the format set out by the
          Section 43.82 annual circuit status manual.  Section 63.21(h) of the
          Commission's rules requires carriers regulated as dominant to provide the
          Commission with certain information within 30 days after conveyance of
          transmission capacity on submarine cables. These conditions are designed to
          detect and deter anticompetitive behavior in the U.S. market by foreign carriers
          and their affiliated U.S. carriers by requiring these U.S. carriers to file reports that
          allow the Commission and others to determine whether they receive favorable
          treatment at the expense of unaffiliated U.S. carriers and U.S. consumers.
          18.  Applicants have agreed to a condition under which they would
          provide the Commission with the following three reports:
     (1)  Quarterly circuit status reports (within 90 days from the end of each calendar
     quarter) in the format set out by the Section 43.82 annual circuit status manual;
     (2)  Quarterly reports (within 90 days from the end of each calendar quarter)
     summarizing the provisioning and maintenance of all network facilities and services
     procured from Applicants' dominant affiliates and foreign cable landing stations in
     Argentina, Chile, and Peru, including, but not limited to those services procured on behalf
     of customers or any joint venture in which Applicants and any dominant affiliates
     participate.  This report will contain the information required in Section 63.10(c)(4) of the
     Commission's Rules, 47 C.F.R.  63.10(c)(4); and
     (3)  Reports (within 30 days after conveyance of transmission capacity on the SAm-1
     cable system) identifying the party to whom capacity was conveyed, and the amount and
     price of the capacity conveyed.
          19.  These reports are designed to help detect and deter possible
          anticompetitive behavior in the provisioning, maintenance, activation, and
          conveyance of transmission capacity on the routes between the United States and
          Argentina, Chile, and Peru.
          20.  No Special Concessions Condition.  Section 63.14 of the
          Commission's rules, prohibits any U.S. carrier authorized to provide international
          service from agreeing to accept special concessions from any foreign carrier with
          respect to any U.S. international route where the foreign carrier possesses
          sufficient market power at the foreign end of the route to affect competition
          adversely in the U.S. market and from agreeing to accept special concessions in
          the future.  This rule is designed to prevent the leveraging of foreign market
          power into the U.S. international services market.
          21.  Applicants state that they are willing to commit not to either
          directly or indirectly accept from nor offer to an affiliated dominant carrier or
          foreign landing station in Argentina, Chile, or Peru a "special concession," as that
          term is defined in Section 63.14(b) of the Commission's rules, 47 C.F.R. 
          63.14(b).
          22.  This condition is designed to address the ability and incentive of
          affiliated service providers and cable station operators at both the U.S. and foreign
          ends of SAm-1 to engage jointly in anticompetitive conduct to the detriment of
          U.S. consumers.
          23.  Availability of Capacity and Access to Backhaul Conditions.  In its
          Section 214 authorizations for common carrier cables, the Commission routinely
          orders the licensees to make available half-interests in capacity to such present
          and future U.S. carriers as may be authorized by the Commission to acquire such
          capacity.
          24.  Applicants state that they will make capacity on the SAm-1 cable
          available, on a nondiscriminatory basis, to all potential customers, including all
          information service providers, licensed carriers, and others.  Applicants also
          state that their standard cable capacity lease agreement allows for unrestricted
          resale or transfer of cable capacity.  We adopt as conditions to the cable landing
          license: a requirement that Applicants make capacity on the SAm-1 cable
          available, on a nondiscriminatory basis, to all customers, including all information
          service providers, licensed carriers, and others; and a requirement that Applicants'
          standard cable capacity lease agreement allow for unrestricted resale or transfer of
          cable capacity.
          25.   Applicants also state that Telefnica SAm will provide backhaul
          itself in Argentina, Chile, and Peru.  Applicants state further that this backhaul
          capacity has been acquired from their affiliates on an arms-length basis, and that
          Applicants are negotiating with third parties to acquire backhaul facilities.
          Applicants also state that they are committed to allowing unaffiliated parties to
          provide backhaul capacity and that the terms and conditions that will govern the
          lease of cable capacity will permit, on a nondiscriminatory basis, collocation
          space in the cable landing stations as well as access to cable capacity and
          backhaul.  Applicants also agree to provide the Commission with their standard
          cable capacity lease agreement.  We adopt as conditions to the cable landing
          license: a requirement that Applicants allow unaffiliated parties to provide
          backhaul capacity and permit, on a nondiscriminatory basis, collocation space in
          the cable landing stations as well as access to cable capacity and backhaul; and a
          requirement that Applicants provide the Commission with their standard cable
          capacity lease agreement.
          26.  These safeguards regarding capacity and backhaul should help
          ensure that Applicants make capacity on SAm-1 available to unaffiliated entities
          on a nondiscriminatory basis.
          27.  The conditions agreed to by Applicants, along with the conditions
          regularly attached to the grant of non-common carrier cables, should serve to
          address our concerns that Telefnica SAM's foreign affiliates with market power
          in Argentina, Chile, and Peru might favor SAm-1 or affiliated
          telecommunications and information service providers on these routes, or that
          Telefnica SAM might favor its affiliates to the detriment of unaffiliated U.S.
          service providers. We note that Applicants may propose the lifting of one or more
          of the conditions specific to the SAm-1 cable system (in ordering clauses 13
          through 18) based on a showing that the predicates for the conditions have
          changed materially.
          28.  We conclude that Applicants will not offer capacity in SAm-1 to
          the public on a common carrier basis and that the public interest does not require
          that they do so.  Accordingly, we conclude that it is appropriate to license SAm-1
          on a non-common carrier basis, but with certain common-carrier-like conditions
          designed to detect and deter anticompetitive activity detrimental to U.S.
          consumers.  If the public interest should require, we retain the authority to modify
          these conditions and to classify these facilities as common carrier facilities subject
          to Title II of the Communications Act.  We also find that Applicants will not
          provide a telecommunications service for a fee to such class of users as to be
          "effectively available directly to the public" and thus will not be
          "telecommunications carriers" under the 1996 Act.
              V.Ownership and Landing Points
29.Applicants have provided the ownership information required by
Sections 1.767(a)(6) and 63.18 of the Commission's rules. According to the
Application, as updated by Applicants' August 8, 2000 letter, Telefnica SAM
USA and Telefnica SAM de Puerto Rico, through a series of intermediate
holding companies, are indirect, wholly-owned subsidiaries of Telefnica.
Telefnica SAM USA and Telefnica SAM Puerto Rico are wholly-owned by
Telefnica SAM Uruguay.  Telefnica SAM Uruguay is wholly-owned by
Emergia.  Emergia, in turn, is wholly-owned by Telefnica, the dominant provider
of domestic and international communications in Spain.  Telefnica, through a
series of 100-percent-owned subsidiaries, will indirectly own the cable and each
           of the cable landing stations.
30.Applicants have stated that the SAm-1 cable will land at Boca Raton,
Florida; Isla Verde, Puerto Rico; Fortaleza, Brazil; Salvador, Brazil; Rio de
Janeiro, Brazil; Santos, Brazil; Las Toninas, Argentina; Valparaiso, Chile; Arica,
Chile; Lurin, Peru; Puerto San Jos, Guatemala; and Puerto Barrios, Guatemala.
We find Applicants' description of the likely landing points satisfies Section
1.767 of the Commission's rules.  Section 1.767(a) of the Commission's rules
permits applicants in an initial application to provide a general description of the
landing points.  Applicants must file a specific description of any landing point,
including a map, no later than 90 days prior to construction at that landing point.
The Commission will give public notice of the filing of the specific description,
and grant of the license will be considered final with respect to that landing point
unless the Commission notifies Applicants to the contrary no later than 60 days
after receipt of the specific description of the landing point.
                    VI.Environmental Impact
          31.  The Commission has found that the construction of new submarine
          cable systems, individually and cumulatively, will not have a significant effect on
          the environment and therefore should be expressly excluded from our procedures
          implementing the National Environmental Policy Act of 1969.  Therefore,
          Applicants are not required to submit an environmental assessment, and this
          application is categorically excluded from environmental processing.
                          1Conclusion
2.We grant Telefnica SAM USA and Telefnica SAM Puerto Rico's
Application for authority to land and operate a non-common carrier fiber optic
submarine cable extending between Boca Raton, Florida; Isla Verde, Puerto Rico;
Fortaleza, Brazil; Salvador, Brazil; Rio de Janeiro, Brazil; Santos, Brazil; Las
Toninas, Argentina; Valparaiso, Chile; Arica, Chile; Lurin, Peru; Puerto San Jos,
Guatemala; and Puerto Barrios, Guatemala, subject to the conditions listed below.
                   III.Ordering Clauses
4.Consistent with the foregoing and pursuant to the Cable Landing License
Act and Executive Order 10530, we hereby GRANT AND ISSUE Applicants a
license to land and operate the SAm-1 Cable Network optical fiber submarine
cable system (consisting of four fiber pairs initially operating at 40 Gbps in a self-
healing ring configuration, expandable to 48 channels at 10 Gbps each, for a total
design capacity of 480 Gbps, and with multiple upgrade capability using dense
wave division multiplexing up to 1.92 terabits per second) extending between
landing points at cable stations in Boca Raton, Florida; Isla Verde, Puerto Rico;
Santos, Brazil; Rio de Janeiro, Brazil; Salvador, Brazil; Fortaleza, Brazil; Las
Toninas, Argentina; Arica, Chile; Lurin, Peru; Puerto San Jos, Guatemala; and
Puerto Barrios, Guatemala.  This grant is subject to all rules and regulations of the
Federal Communications Commission; any treaties or conventions relating to
communications to which the United States is or may hereafter become a party;
any action by the Commission or the Congress of the United States rescinding,
changing, modifying or amending any rights accruing to any person hereunder;
            and the following conditions:
          (1)  The location of the cable system within the territorial waters of the United States, its
     territories and possessions, and upon its shore shall be in conformity with plans approved
     by the Secretary of the Army, and the cable shall be moved or shifted by the Licensees at
     their expense upon the request of the Secretary of the Army whenever he or she considers
     such course necessary in the public interest, for reasons of national defense, or for the
     maintenance or improvement of harbors for navigational purposes;
          (2)  The Licensees shall at all times comply with any requirements of U.S. government
     authorities regarding the location and concealment of the cable facilities, buildings, and
     apparatus for the purpose of protecting and safeguarding the cable from injury or
     destruction by enemies of the United States;
          (3)  The Licensees or any persons or companies controlling them, controlled by them, or
     under direct or indirect common control with them do not enjoy and shall not acquire any
     right to handle traffic on a common carrier basis to or from the United States, its
     territories, or its possessions unless such service be authorized by the Commission
     pursuant to Section 214 of the Communications Act, as amended;
          (4)  The Licensees or any persons or companies controlling them, controlled by them, or
     under direct or indirect common control with them shall not acquire or enjoy any right for
     the purpose of handling or interchanging traffic to or from the United States, its
     territories, or its possessions to land, connect, or operate cables or land lines, to construct
     or operate radio stations, or to interchange traffic, that is denied to any other United
     States company by reason of any concession, contract, understanding, or working
     arrangement to which the Licensees or any persons controlling them, controlled by them,
     or under direct or indirect common control with them are parties;
     (5)  Neither this license nor the rights granted herein shall be transferred, assigned, or in
     any manner either voluntarily or involuntarily disposed of or disposed of indirectly by
     transfer of control of the Licensees to any persons, unless the Commission shall give
     prior consent in writing;
          (6)  The Licensees shall notify the Commission in writing of the precise locations at
     which the cable will land in Boca Raton, Florida; Isla Verde, Puerto Rico; Fortaleza,
     Brazil; Salvador, Brazil; Rio de Janeiro, Brazil; Santos, Brazil; Las Toninas, Argentina;
     Valparaiso, Chile; Arica, Chile; Lurin, Peru; Puerto San Jos, Guatemala; and Puerto
     Barrios, Guatemala.  Such notification with respect to any given landing location shall
     occur no later than 90 days prior to commencing construction at that landing location.
     The Commission will give public notice of the filing of each description, and grant of this
     license will be considered final with respect to that landing location unless the
     Commission issues a notice to the contrary no later than 60 days after receipt of the
     specific description;
          (7)  The Commission reserves the right to require the Licensees to file an environmental
     assessment or environmental impact statement should it determine that the landing of the
     cable at those locations and construction of necessary cable landing stations would
     significantly affect the environment within the meaning of Section 1.1307 of the
     Commission's procedures implementing the National Environmental Policy Act of 1969;
     this license is subject to modification by the Commission upon its review of any
     environmental assessment or environmental impact statement that it may require pursuant
     to its rules;
          (8)  Pursuant to Section 2 of the Cable Landing License Act, 47 U.S.C.  35; Executive
     Order No. 10530, as amended; and Section 214 of the Communications Act of 1934, as
     amended, 47 U.S.C.  214, the Commission reserves the right to impose common carrier
     or common-carrier-like regulation on the operations of the cable system if it finds that the
     public interest so requires;
          (9)  The Licensees shall maintain de jure and de facto control of the U.S. portion of the
     cable system, including the cable landing stations in the United States, sufficient to comply
     with the requirements of this license;
          (10)  This license is revocable by the Commission after due notice and opportunity for
     hearing pursuant to Section 2 of the Cable Landing License Act, 47 U.S.C.  35, or for
     failure to comply with the terms of the authorizations;
          (11)  The Licensees shall notify the Commission in writing of the date on which the cable
     is placed in service, and this license shall expire 25 years from such date, unless renewed or
     extended upon proper application, and, upon expiration of this license, all rights granted
     under it shall be terminated;
     (12)  The terms and conditions upon which this license is given shall be accepted by the
     Licensees by filing a letter with the Secretary, Federal Communications Commission,
     Washington, D.C. 20554, within 30 days of the release of the cable landing license;
     (13)  The Licensees shall make capacity on the SAm-1 cable available, on a
     nondiscriminatory basis, to all customers, including all information service providers,
     licensed carriers, and others.  The Licensees' standard cable capacity lease agreement
     shall allow for unrestricted resale or transfer of cable capacity;
     (14)  The Licensees shall allow unaffiliated parties to provide backhaul capacity and shall
     permit, on a nondiscriminatory basis, collocation space in the cable landing stations as
     well as access to cable capacity and backhaul.  The Licensees shall also provide the
     Commission with their standard cable capacity lease agreement;
     (15)  The Licensees shall not either directly or indirectly accept from nor offer to an
     affiliated dominant carrier or foreign landing station in Argentina, Chile, or Peru a
     "special concession," as that term is defined in Section 63.14(b) of the Commission's
     rules, 47 C.F.R.  63.14(b); and
     (16)  The Licensees shall provide the Commission with the following three reports:
          (a) Quarterly circuit status reports (within 90 days from the end of each
          calendar quarter) in the format set out by the Section 43.82 annual
          circuit status manual;
          (b) Quarterly reports (within 90 days from the end of each calendar
          quarter) summarizing the provisioning and maintenance of all
          network facilities and services procured from the Licensees'
          dominant affiliates and foreign cable landing stations in Argentina,
          Chile, and Peru, including, but not limited to those services
          procured on behalf of customers or any joint venture in which the
          Licensees and any dominant affiliates participate; this report will
          contain the information required in Section 63.10(c)(4) of the
          Commission's Rules, 47 C.F.R.  63.10(c)(4); and
          (c) Reports (within 30 days after conveyance of transmission capacity on the
          SAm-1 cable system) identifying the party to whom capacity was conveyed, and
          the amount and price of the capacity conveyed.
          5.   This order is issued under Section 0.261 of the Commission's rules,
          47 C.F.R.  0.261, and is effective upon adoption.  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 public notice of this order (see 47 C.F.R.  1.4(b)(2)).
                              FEDERAL COMMUNICATIONS COMMISSION
                              Rebecca Arbogast
                              Chief, Telecommunications Division
                         International Bureau
                           Exhibit A
                                                           Exhibit B
        SAm-1 Undersea Cable Segments and their Capacity
                     Undersea Line Segment
                          Fiber Pairs
                          Capacity per
                           Fiber Pair
                             (Gbps)
            Santos, Brazil to Las Toninas, Argentina
                               4
                              480
            Rio de Janeiro, Brazil to Santos, Brazil
                               2
                              480
           Salvador, Brazil to Rio De Janeiro, Brazil
                               2
                              480
             Fortaleza, Brazil to Salvador, Brazil
                               2
                              480
              Fortaleza, Brazil to Santos, Brazil
                               2
                              480
          Isla Verde, Puerto Rico to Fortaleza, Brazil
                               4
                              480
         Boca Raton, Florida to Isla Verde, Puerto Rico
                               4
                              480
        Puerto Barrios, Guatemala to Boca Raton, Florida
                               4
                              480
           Lurin, Peru to Puerto San Jos, Guatemala
                               4
                              480
                  Arica, Chile to Lurin, Peru
                               4
                              480
               Valparaiso, Chile to Arica, Chile
                               4
                              480