MAYER, BROWN, ROWE & MAW

JIJLJAN P. GEIiMAN COUNSEL

DIRECT DIAL t202I 2 6 3 3279 DIRECTFAX 12021 2 6 3 5 2 7 9 ,9ehman@mayerbrownrowe corn

I909 K STREET N W

DXKR FILE COPY O R I G I ~ ~ / \ C WASHINGTON D C 20006- I I O I

Marlene H. Dortch Secretary Federal Communications Commission Oificc of the Sccretary 445 12th Strcet, S W Washington, DC 20554

02-2BC: MAIN TELEPHONE

12021 263-3000 MAIN FAX

12021 2 6 3 3300

December 3 ,2002 UFC - 3 2002

P J i j t i L l x n w n u x r n 'rnoFm€s€m€TPm

Dcor Madame Secretary:

Attached please find the filing which was submitted yesterday, December 2, 2002. Everything is the same except that the attached contains a corrected Certificate of Service, which includes service to two partics thal were mistakenly omitted from the Certificate of Service submitted yesterday. All parties listed on the attached Certificate of Service were served on December 2, 2002. in the manner indicated on the attached Certificate of Service.

Thank you for your attcntion to this. Should there be a question, please telephone me at (202) 263-3279.

Brussels Charlotle Chlcago Cologne Frankfurl Houston London L O ~ Angeies Manchester New York Pala Alto Paris Washington, 0.C Independent Mexico City Correspondent Jauregui. Navarrete. Nader y Rajas, S.C.

Mayer, Brown. Rawe E. Maw is a U S. General Pannership We operate in combmatlon wllh our associated English parfnership In be olllcer listed above

December 2,2002

L E C - 2 2002

I M A Y E R B R O W N R O W E & M A W

International Bureau Fcdcral Communications Commission 445 12th Street, SW Washington, DC 20554

Washington D C 20006-1101

Main Tel (202) 263-3000 Main Fax (202) 263-3300 w rnayerbrownrowe corn

Julian P. Gehrnan Counsel Direct Tel (202) 263-3279 Direct Fax (202) 263 5279 jgehrnan@rnayerbrownrowe wm

Re: Application of Global Crossing Ltd. and GC Acquisition Limited For FCC Consent to Transfer Control of Subsidiaries Holding Submarine Cable Landing Licenses, Wireless Licenses and Section 214 Authorizations, and Request for Declaratory Ruling Allowing lndirect Foreign Ownership, IB Docket No. 02-286, DA 02-2299, Released September 19, 2002, 2002 FCC LEXIS 4624

Dear FCC Staff

This letter is to request that the Commission take administrative notice of the legal proceedings described herein and clarify any grant the FCC may issue in approval of the above referenced application of Global Crossing Ltd. and GC Acquisition Limited (the “Global Crossing Application”). The undersigned represents a party that is in the process of submitting a bid for certain of the assets of Pacific Crossing Ltd. in that company’s bankruptcy proceeding. Except for the request for clarification, no comiiicnt is intended on the Global Crossing Application .

FCC Proceedings

On November 23, 1998, the International Bureau (“IB’) granted a cable landing license to PC Landing COT. (File No. SCL-98.006). 13 FCC Rcd 23384 (1 998).

On November 4, 1999, the 1B approved the pro forma transfer of control, of PC Landing Corp., from Pacific Crossing Ltd. and Global Crossing Lid., to Asia Global Crossing Holdings Lid. 15 FCC Rcd 8421 (1999).

On September 19, 2002, the Conirnission placed the Global Crossing Application on public notice (IB Dkt No. 02-286). 2002 FCC LEXIS 4624. The Global Crossing Application seeks approval for transfer of control of Global Crossing subsidiaries holding cable landing licenses, wireless licenses a n d section 21 4 authorizations, and requests a declaratory ruling allowing indirect foreign ownership. This application lists PC Landing COT. as one of the

Brussels Charlotte Chlcago Cologne Frankfun Houston London Los Angeles Manchester New York Pal0 Alto Paris Washington. D C Independent Mexlco City Correspondent Jauregui. Nanarrele. Nader y Rolas S C

Mayer Brown Rowe 8 Maw 1s a U S General Palfnershlp We operate ~n cornblnallon w8th our associaled Engilsh partnership in h e ofices hitea above

M A Y E R , B R O W N , R O W E & M A W

International Bureau December 2, 2002 Page 2

“FCC-Licensed Subsidiaries’’ for which approval is sought to transfer control (App. n2). According to the applicants, the FCC should grant approval because the proposed transaction will: “enhance competition by slrenglhenlng the financial and competitive position of the FCC- Licensed Subsidiaries” (pl4-I 5 ) ; ensure “the continued viability of the Global Crossing Network, including the operations of Ihe FCC-Licensed Subsidiaries” (p21); and “ensure that the FCC-Licensed Subsidiaries will conlinuc to be effective competitors in the international tclecornmunications market” and “will continue to provide camer services” (p22).

On October 24, 2002, the IR approved the pro-forma assignment of the cable landing license, for Pacific Crossing Cable, from PC Landing Corp., to PC Landing Corp. as Debtor-in- Possession (DA 02-2796). 2002 FCC LEXIS 5453.

On November 15, 2002, the IB grantcd the application of PC Landing Corp. (Debtor-in- Possession) to add the pro-forma condition in 47 C.F.R. Section 1.767(g)(7) as an amendment to para. 19(5) of the Cable Landing License for the Pacific Crossing cable (DA 02-3177). 2002 FCC LEXIS 6121.

Bankruptcy Court Proceedinp

At least three separate bankruptcy proceedings, of (1) Global Crossing Ltd., the ultimate parent, (2) Asia Global Crossing Lid., an intermediate parent, and (3) PC Landing Corp., the FCC licensee, are relevant. These proceedings are summarized below. For the Commission’s reference, I am also atlaching the bankruptcy petition of Asia Global Crossing Ltd., which describes the bankruptcy proceedings in greater detail.

( I ) On January 28, 2002, Global Crossing Ltd. 4. filed Chapter 1 1 bankruptcy petitions in the U.S. Bankniptcy Court for the Southern District of New York, lead case number 02-401 88 (REG) (Jointly Administered).

(2) On July 19, 2002, PC Landing Corp., gt 4. filed Chapter 1 1 petitions in the U.S. Bankruptcy Court for the District of Dclaware, lead case number 02-12086 (PJW) (Jointly Administered).

( 3 ) On November 17. 2002, Asia Global Crossing Ltd. and Asia Global Crossing Development Co. filed Chapter I 1 bankruptcy petitions in the U S . Bankruptcy Court for the Southern District o fNew York, lead case number 02.15749 (REG). The Asia Global Crossing companies requestcd that their proceedings be consolidated for procedural purposes and jointly administered.

Each of these is a scparale and distinct bankruptcy proceeding. Each proceeding may result i n onc or more new owners of the assets that are covered by that particular proceeding. Coi~sequently, pieces o r the formcr Global Crosslng network probably will be split among sevcral new owners and Glohal Crossing may no longer control some or all of the network. In particular, disposition of PC Landing Corp. assels will he determined in the Delaware

M A Y E R , B R O W N , R O W E & M A W

lntemational Bureau December 2 ,2002 Page 3

bankruptcy proceeding, which is separate and distinct from the New York bankruptcy proceeding that resulted in the above referenced transfer of control application to the Commission.

Request for Clarific-

The transfer of control of PC Landing Corp. that would result from FCC grant of the Global Crossing Application is a non-substantive, pro forma transfer. Whether Global Crossing Ltd. could exercise “control” over PC Landing Corp., as defined by FCC rules,’ depends on the postures of the separate bankruptcy proceedings of PC Landing Corp. and Asia Global Crossing Ltd. (an intermediate parent of PC Landing Corp.). 1 am informed that the “stalking horse” proposal in the Asia Global Crossing hankniptcy would extinguish Global Crossing’s existing equity interest in Asia Glohal Crossing assets, and that the shares of PC Landing Corp. were pledged to and are in the possession of creditors. PC Landing Corp. appears to have acknowledged the pro-forma nature o f the situation by seeking to modify its FCC Cable Landing License in order to facilitate a pro-forma transfer or assignment.

Notwithstanding Global Crossing’s lack of control, the Global Crossing Application, at pages 21-22, seems to suggest that upon receiving FCC approval, Global Crossing may take action 10 ensure “the continued viability of the Global Crossing Network, including the operation of the FCC-Licensed Subsidiaries.” Therefore, i t should be clarified that FCC approval of the Global Crossing Application does not give Global Crossing any new control over PC Landing Cop. beyond the minimal or non-existent control that Global Crossing currently exercises through its equity interests in Asia Global Crossing and PC Landing Corp. If the FCC were to issue a summary approval of the Global Crossing Application, the casual reader could get the false impression that the FCC had approved everything in the Global Crossing Application and that Global Crossing had received FCC authorization to reform the FCC-Licensed Subsidiaries, including PC Landing COT. It is respectfully requested that the Commission briefly clarify this point in its approval order.

Similarly, the U.S. Bankruptcy Coun for the District of Delaware will approve the disposition o f the Pacific Crossing assets, including PC Landing Cop. Consequently, any application lo assign the Cable Landing License held by PC Landing COT. should be accompanied by an order of that court approving of the sale of the PC Landing Cop. assets to the putative assignee. A n y notification of a pro-forma assignment of this Cable Landing License siniilarly should be reviewed for consistency with the foregoing.

See 47 C.F.R. Scction 1.767(g)(7): 47 C.F.R. Srct ioi i 63.?4(d) note 1 (“power to constitute or appoint more than tifry perceiil or ~ l i c hoard of dii~ectors or partnership management committee; authority to appoint, promote, demote and firc seiiior executives that conrrol (he day-to-day activities of the Ilcensee; ability to play an integral role i n i i i a j o i ~ mnnagemcnt decisions ofrhc licensec; authority Io pay financial obligations, including expenses arising out of operations; ability to receive monies and prolits from !he facility’s operattons; and unfettered use of all facilities and equtprnenl.”)

I

M A Y E R , B R O W N , R O W E & M A W

lnternational Bureau December 2,2002 Page 4

Thank you for your attention to this. Should there be a question about the foregoing, please telephone me at (202) 263-3279. A copy of this letter is being sent to the individuals identilied on the attached service list, in the manner indicated therein.

Jdlian P. Gehrnan

attachments: bankruptcy petition of Asia Global Crossing Ltd. service list

n m n 2 0 5 ~ 1 i 2 1 I 120202 IJOOF 043

rnership pending in this Dirlnci

Chaplcr UT Section ol lankruplry Code Under Which Ihe Pelirion i s FiledfCheckons box)

0 Chaplerl Chapler I I 0 Chapler 13 Chdpter Y 0 Chaprer 12

0 Sec 304 ~T~~anc i l l a ry lobre ignproceed ing

Filing Fee (Check o m b w ) Full Filing Fee aliached

0 F h _ e Fee io hc paid m inslallmens (Applicablelo individuals only) Mus1 allach signed applicalion lor the court's consideration certifying lhal the dehlor i s unablc LO pay Icc cxcepl in i n s ~ l l m e n i ~ . Rule 1006(h). See Oficial Form No. 3

I THIS SPACE I S FOR COURT USE ONLI

Name and Social Secunry Numben d a l l other individuals who prepared or arrir ld i n preparing ihir document I ?I 506-1100

Telephone Numbrr

vemher 17. 2002 Dale

l r more ihai onr penan prepared this document, ahach additional rhectr conlormlng Io Ihr appropnule oilicial larmr for each person

1141609

ANNEX I

Pending Bankruptcy Cases Filed By Any Spouse, Partner Or Affiliate Of The Debtor

1 . Each of tlic affiliated entities listcd hclow has also filed a voluntary petition for relief under chapter I1 of title 1 I of the Unired States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southem District of New York. Such entities have filed or shortly will file a motion requesting that [heir chapter I I cases be consolidated for procedural purposes only and jointly administered.

DEBTOR ENTITY 1 CASENO. 1 DATE FILED Asia Global Crossing Development Co. (DE) 102- (REG) I November 17,2002

2 . Global Crossing Ltd., g Bankruptcy Code in the United States Bankruptcy Court for the Southern District ofNew York

have filed voluntary peririons for relief under chapter 1 1 of the

Name: Case No.: Date: January 28,2002 Relationship: District: Judge: Robert E. Gerber

Global Crossing Ltd., gal. (see below) 02-401 88 (REG) (Jointly Administered)

Parent company and its debtor subsidiaries Southern District of New York

GC Pacific Landing C o p (DE) GC Pan European Crossing Holdings B.V.

I 02-40207 (REG) I 02-40208 (REG)

1 January 28,2002 1 January 28,2002

(Netherlands) GC Pan ruropean Crossing Luxembourg I S a.r 1 1 02-40209 (REG) I January 28, 2002 (Luxembourg) GC Pan European Crossing Luxembourg I1 S.a.r.1 I 02-402 I O (REG) I January 28,2002

3. Bankruptcy Code in the United States Bankruptcy Court for tk District of Delaware.

PC Landing COT., a al. have filed voluntary petitions for relief under chapter 11 of the

Name: PC Landing Corp., a1 (see below) Case No.: Date: July 19, 2002 Relationship: District: District of Delaware Judge: Pekr J . Walsh

02-40188 (PJW) (Jointly Administered)

Direct and indirect subsidiaries of Asia Global Crossing Ltd

DEBTOR ENTITY PC Landing Cow. (DE) Pacific Crossing Ltd. (Bermuda) Pacific Crossing UK Ltd. (UK)

SCS Bermuda Ltd. (Bermuda) PCL Japan Ltd. (Japan)

CASE NO. DATE FILED 02- 12086 (PJW) July 19,2002 02-12087 (PJW) July 19,2002

02- 12089 (PJW) July 19,2002 02- I2088 (PJW) July 19, 2002

02- 12090 (PJW) July 19,2002

Nole Rceardiny Es~imated Assets, Estimated Debts and Estimated Number of Creditors

Toral assets and total liabilities are listed based on the consolidated unaudited internal records of Asia Global Crossing Ltd. and i l s debtor and nowdebtor subsidiaries as of December 31,2001 and inlay include consolidated assets and liabilities.

Each Deblor reserves all rights under the Bankruptcy Code and the applicable local rules and Federal Rules of Rankruprcy Procedure lo amend its respective Voluntary Petition and any related lists, schcdulcs or stateincnts at any lime during these chapter I 1 cases as each may deem necessary or appropriate.

I I 4 1600

EXHIBIT A

ASIA GLOBAL CROSSING LTD.,

Nllmber Of Outstanding Approximate Number of Common Stock Shares Record Holders -

Common Stock A 513,447,683 6

Coinnion Stock B 68,500,000 1 77

Chapter I 1 Case No. 02-- (REG)

I l ' l ic In l luwng lin;!ncial data sIi2i11 not c o n w i u l e an admlhsion of l iab i l i t y b y [he Dcbtor . The Debtor reserves all rights IU :i?sen llirlt any debt or c l a i r listed lhercin as l iquidated or f ixed i c in facr B disputed c l a i m or deb!. The Debior also rcscrvcs a11 r iphts 1 0 challengc the pr lo r l i y . itiliure. arnounl o r s t a t u o f any c l a i m or debt.

Brief description of the Debtor's business:

Asia Global Crossing Ltd., through its direct and indirect stibsidiaries, as well as through a number of imcountty joint ventures aiid coininercial arrangeinelits with Asian partners, provides the Asia Pacific region with a broad range of intcgrated telecommunications and IP services.

Name Of

Holder

3. Listed below is the name of each pcrson or entity that, as of November 14, 2002, directly or indirectly owned, controlled, or held, with power to vote. 5% or more of the voting securities of the Debtor:

Number of Shares Type of Security

Global Crossing Ltd.

Class B common stock 342,441,683

I I

Microsoft 1 Class B common slock I 85,500,000 Corporation Softbank COT.

Class B common stock 84,645,000

% of Total Shares

_ _ _ Grebvry Freiberg

58.93%

* November 14, 2002 ...

14.71%

342,447.683 Carl Grivner (3)

14.57%

88.93% November 14, 2002 ..-

Listed below are the holdings of our directors and officers:

Class A Shares Name of Officer or Number of Shares

Name of Officer or Direct or

Eric Hippeau (4)

David Milrov

Class A Shares % of Total Number of Shares Owned Subject to Options Shares As of

(1) 84,645,500 150.000 14.59% November 14,2002

* Percentage of shares beneficially owned does not exceed one percent

( 1 )

(2) is a Director in Microsofl's Corporate Development and Strategy Group. Mr. Brown disclaims beneficial ownership of these shares owned by Microsoft.

(3) Mr. Grivner is the Chief Operating Officer of Global Crossing Ltd. Mr. Grivner disclaims bcneficial ownership of the shares owned by Global Crossing Ltd.

(4) Partner of Softbank Capital Partners. Mr. Hippeau disclaims beneficial ownership of these shares owned by Softbank.

( 5 ) Includes 342,447,683 sliares of common stock beneficially owned by Global Crossing Ltd. Mr. Lambert is a director of Global Crossing Ltd. Mr. Lambert disclaims beneficial ownership of the shares owned by Global Crossing Ltd.

(6) Mr. RIGS is thc President of Global Crossing International. Mr. Rios disclaims beneficial ownership ofthe shares owned by Global Crossing Ltd.

(7) Mr. Ulhnnn is a director of Global Crossing Ltd. Mr. Ullman disclaims beneficial ownership of the sharcs owned by Global Crosslng Ltd.

Represents stock options issued under Asia Global Crossing Ltd. 2000 Stock Incentive Plan.

Includes 85,500,000 shares of common stock beneficially owned by Microsoft. Mr. Brown

Includes 342,447,683 shares of comnion stock beneficially owned by Global Crossing Ltd.

Includes 84,645,500 shares beneficially owned by Softbank. Mr. Hippeau is a Managing

Includes 342,447,683 shares of coninion stock beneficially owned by Global Crossing Ltd.

Includes 342,447.683 shares of common stock beneficially owned by Global Crossing Ltd.

CERTIFICATE OF RESOLUTIONS

1, Charles F. Carroll, Secretary and General Counsel of Asia Global Crossing Ltd.

("Company"). a Bermuda corporation, hereby ccrtify that at a special meeting of the Board of

Directors of the Company. duly called and held on November 12, 2002, the following resolutions

were duly adoptcd in accordance with the requirements of Bermuda Companies Act and that said

resolutions havc not been modified or rescinded and are still in full force and effect on the date

hereof. The following is a n excerpt from the duly adopted resolutions, and any defined term listed

below shall have the meaning set forth in the full resolutions:

RESOLVED, the Board has dctermined that i t is desirable and in the best interests of the Company, its creditors, employees and other interested parties that the filing of the Chapter 1 1 Case, be, and it hereby is, approved, substantially on the terms considered by the Board, subject to modifications as any of the Authorized Officers deem appropriate, provided that such Authorized Officers shall ask the Board for further approval if there are proposed modifications that are material;

RESOLVED, that any Authorized Officer be, and each of them hereby is, authorized, empowered and directed, on behalf of and in the name of the Company, to execute and verify a pctition under chapter I 1 of the Bankruptcy Code and to cause the same to be, and it hereby is, filed in h e United States Bankruptcy Court for the Southern District of New York at such time as said otficer executing the same shall determine;

RESOLVED, lhat the law firm of Gihson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles, California 90071 be, and it hereby is, employed as special corporate, litigation and tax counsel for the Company in the Chapter 1 1 Case, subject to bankruptcy court approval;

RESOLVED, that the law finn of Kasowitz, Benson, Torres & Friedman LLP, 1633 Broadway, New York, New York 10019, be, and it hereby is, employed as special bankruptcy counsel for the Company in the Chapter 1 I Case, subject to bankruptcy court approval;

RESOLVED, that the appropriate officers of the Company be, and they hereby are, authorized. enipowered a d directed to employ and rctain all assistance by legal counsel, accountants, financial advisors, and other professionals, and to take and perform any and all further ac ts and deeds which they deem necessary, proper or desirable in connection with the Chapter 1 I Case, with a view Lo the successful prosecution of such Case; and

RESOLVED, that, with rcspect to each of the foregoing resolutions, the members of the Special Committee for Restructuring Matters, the Authorized Officers and such other executives or

directors of the Company, as any of Ihe foregoing may designate, and any of them acting alone, be, and cach or thein hereby IS, authorized in the name and on behalf of the Company.

to execute, filc and deliver any petitions, schedules, motions, lists, applications, pleadings, affidavits, applications for approvals, or ruling of governmental or regulatory authorities, certificates, docuinents, instruments or agreements hereby contemplated above (and if required. under Seal of the Company, and to attest to the use of the Seal, where so required) (collectively, such documents, the "Ancillary Documents"), in such form as ihe person executing the same may approve, such approval to bc conclusively evidenced by such execution;

to negotiate, approve, cxecule and deliver any and all Ancillary Documents and to do a11 other things necessary or advisable in order to effectuate the terms of the Transactions;

to take or cause to be taken any and all actions to execute and deliver or cause to be executed and delivered all Ancillary Documents as may be necessary or advisable in order to cffcctttate fully the terms and conditions of any Transaction Documents hereby contemplaled and to carry out and perform the purpose of the foregoing resolutions;

to delegate any or all of the powers and discretion vested in them by virtue of the foregoing resolutions by way of power or powers of attorney under the Seal of the Company, and to attest to the use of the Seal to such individuals (whether directors or officers of the Company or not) and upon such terms as the individual or individuals acting may in his, her or their absolute discretion determine, the exercise of such discretion lo be conclusively evidenced by his, her or their execution thereof; and

RESOLVED, that, all actions previously taken by any director, officer, employee or agent of Ihe Company in conneclion with any of the transactions contemplated by the foregoing resolutions, he, and they hereby are, ratified and approved in all respects as acts and deeds by and in the name of the Company.

IN WITNESS WIIEREOF, I have hereunto set my hand this 17Ih day ofNovember, 2002.

By:/s/ Charles F. Carroll Signamre

Charles F. Carroll, Esq. Name

Secretary and General Counsel Title

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

In re

ASIA GLOBAL CROSSING LTD..

X _^___.____.____._.__....~~~~~~~...........~~~~.~-~.~............

Chapter I I Case No. 02-- (REG)

LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS'

Following is (he list of Asia Global Crossing Ltd.'s creditors holding the 20 largest unsecured claims.

The list has been prepared in accordance with Fed. R. Bankr. P. 1007(d) for filing in this chapter I 1 case. The list does not include ( I ) persons who come within the definition of "insider" set forth in 1 1 U.S.C. S: 101(31), or (2) secured creditors unless the value of the collateral Is such that Ihe unsecured deficiency places the creditor among the holders of the twenty largest unsecured claims.

( 1 )

The Bank d N e w York, as lndenhlre Tnictee for llie 13.375% Scnior Notes duc 2010 NEC Corporation 7-1, Shiba J~chornc. M,llat*kU, Tokyo IOR-8001. Japan Hutchison Global Crossing I9/F, Two Harbourlionr, 22 Tak Fung Strecr, lionghom, Kowloon, I Ions Kong

101 Barclay Strcet 21w New York. N Y 10286 Koji Takahashi Excculive M.wkcting M ~ n a g c r , Submarinc Newark Divison

Senior Notes Payable

Guaranlcc

Capacity Commitment

Conringem

4 3 2,5 5 7

242,020

unknown)

148.67 I

(Valuc ofsecurlry

' A i t h i l uzh F.K.Hankr .1 ' 1007(d) requircs B listing or ihc 20 largchr ttnsrcured claims. there are fcwerthan 20 cla ims ngninst t l ic Debtor, excluding insiders. ' A l l c la ims arc huhjcct l o cuslotnary r e ~ o i i c i l i a t i o n and adjustment.

noo'nz

000'52

oon-on I

vsi

DECLARATION UNDER PENALTY 01; PERJURY:

I , the undersigned authorized officer of Asia Global Crossing Ltd., named as the Debtor in this case (the "Dehtor"), declare under penalty of perjury that I have read the foregoing list o f unsecured creditors of the Debtor and that it is true and conect to the best of my information and belief.

Dated: November 17,2002

/s/ Charles F. Carroll Signature

Charles F. Carroll. Esq. Name

Secretaw and General Counsel Title

UNITED STATES BANKRUPTCY COURT SOU'IIIERN DISTRICT OF NEW YORK

In re

ASJA GLOBAL CROSSING LTD .

x ................................................................

Chapter I I Case No 02.- (REG)

LIST OF CKEDITORS

The list contains only those creditors whose names and addresses were maintained in the Debtor's database or were otherwise ascenainable by the Debtor prior to the commencement of lhese cases. The schedules of liabilities to be subsequently filed should be consulted for a list of the Debtor's creditors that is comprehensive and current as of the date of the commencement of these cases

Asia Cilohul C'roslng Asia Pacific Cnmm L t d ~ 46th Flour. C-heung Kong Ccnrer. 2 Qucen's Road, Ccnlral, I lonp Konf l h e Bank o f N e w I'ork ac l i idenhxe Truiler fur the 13.375"/u Senlor Notes duc 20l0 NEC Carpormon 7-1. Shlha 5-ihumc. M i n a i e h . Tokyo IOX-B001. J a p n

I I Senlor N o m Payablc Richard tlabenrroh

101 Barclay Strecl 2 I w I Ncw York. NY 10286

Executive Marketing M;mager. Submarine Network Divi*lon

1619,212

(Value of security unknown)

' A l l ~ l n l i i i s iiic subject lo customuiy r c c o n ~ i l i a l i o n and iidjusiincni.

Crossmg l%F. Two Harbourfront, 22 Tsk Fung Sircer, I lunghor

361) Neruorks (Hdling,) Lid. and 360 Pacitic (Bermuda Lrd. c/o 1066 Wesi l lacl lngs Strcet. sum I500 Vancouver. BC V6E

Asia Global Crossing A,ia Pacific Cumm

46111 Floor, Cheunp Kong Ccnier. 2 Oueen'r Road. Central - A v d Global Ciossine Ireland 41h o f k c , The Sucepsiakei Centre, Nu 3 Rallsbridgc,

Comrnunicalions. Inc. 2831 Miaiion College Blvd. Sanla Clara, C A

Cable Syrlems l l l C Shinjuku Park Tower Rldg, 33rd Floor. 7- I, Nishi-Shinjuku 3- Chornc, Shinjuku-ku. Tokyo 163-1033.

Concen Global Ncrwork Senjicer. Liinired Su ;~n Building. 1''

Vice Presidcnr and General Counscl

Mo Wai Bun

\.lo Wai Bun

4assyo l i w k a :AC Project Aanagcmcni Depl.

'icc Prcsidcni ~ Cable nd Sarelliie lanagemcn1

441-244.2~60

Trade payables

Trade p;iyahlex

Uehvark Servicei, \larketmg a i d :ooperaiion 4grremenl

iuarantec

148,671

l00,000

79.845

48.856

25.000

23.678 (Value of securip unknowm)

!0.000

Asia Global Crnssmg Dcvcloprnent carp 1?OY Ormgc srrcct. Wilniingron. DE 1 9 m IPC Ini,,rm.ltlon Syilrrnr As13 Pacific 4hrh Floor, Cheung Kong Center, 2 Quccn's Road. Central Hong Kong Aria Global Crossing Dcvelopmeni Cow. I209 O m g c SI. Wilrnmgton, DE I Y R O I (IC'T Pacific Hnldings Lld. Mintflower Place, 2nd Floor, 8 Par-la-Villr

Wcssex House. 45 Reid Srrcet. Ilamilion t lM12, Bemuda Clohal Crnssing Developnicnt Co.

Wilrningron. DE I%OI Asia Global Cros in f Asia Pacific Ltd. 46th Floor, Chrung Kong Center. 2 Quccn's Road, Central. Hong Knnf Slohal Crossing Uwwork Ccn te i Lld. l\'csicx House, 45 Reid Srrcct. lianiilron HM12. Bemiuda 4sia Glnhal Crossing

I Rditcry Road. #26-0l 3ank orChina hi ld ing, Singapom 14990~ ilnbal Crossing J a p x ~'"rporallon 71' K;in,iyarlm M l ~

1 x 9 orange street.

slngapoiti rrr i.td

M o Wai Bun

Kalhlccn William,

M o Wat Run

Accounting Depl.

Ion Solomons

Mo Wai Hun

Xccounting Depr.

40 Wai Hun

lasunon Suphhara

Trsdc , payables

l o a n Payable

rrade payables - rrade payahles I

.OB" payablc I nan payable '

17.703

17,512

16,923

15.584

3,700

3.224

3,040

2,293

2.238

1,222

Ar ia Pacific Lld 46th I:loor, Chcunp Kong Center, 2 Qiieen's Road. Cciitral, Hong K m g Ahla Global Crossing Asia Pacific Lid. 46rh Floor, Chcung Kong Ccnlcr. 2 Qucen's Road. Ccnrral, Hong Kong Easr Asia Crossing Taiwan

tlwa N. Kosd. Tatnei 5th r:ioar, 16x TU^

105, Taiwan R 0 C S C S (Bermuda) Ltd 4 5 Reid Srreel Hamilron, Rcmiudil HM I? Global Crossing Japan

17F Kamiyacho M T

Toranomon. Minarw ku. Tokyo IOS~OU0I Pacific Crossing Ltd Wessex Housc. 45 Reid Street, H;milton

Curporat,on

Bldg. 4-3-20

IHMI?, tierniuda GCT Pacific Holdiiigs Ltd Mlnrflower Placc. 2nd Floor, 8 Par-la-Villc Road, Ham~lton HM OX. Bcrmuda A s a GC lloldinec Ltd . M'csSeY Il",M, 4 5 R o d Street. Hamilton

Mo Wai Bun

M o Wai Bun

Accoununp De

Ma Wai Bun

Fumio Kohno

Ed Rha

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1)ECLARA~IION UNDER PENALTY OF PERJURY:

1. the undersigned aulhorized officer of Asia Global Crossing Ltd., named as the Debtor i n this case (the "Dchtor"), declare under penalty of perjury that I have read the foregoing list of unsecured creditors of the Debior and that i t is true and correct to the best of my information and belief.

Dated: November 17, 2002

/s i Charles F. Carroll Signature

Charles F. Carroll. Esg. Name

Secretary and General Counsel Title

CERTIFICATE OF SERVICE

1. Robert E. Rude, hereby certify that on this 2’ld day of December, 2002, I caused a true and correct copy of the foregoing letter to be served upon the following parties in the manner indicated:

Qualex Intcrnational By E-Mail: qualexint@aol.com

J . Breck Blalock By E-Mail: bblalock@,fcc.gov

Susan O’Connell By E-Mail: mailto:soconneliii)fcc.r?ov

Kathleen Collins Hy E-Mail: kcollins@fcc.ro\

Elizabeth Yockus By E-Mail. eyockus@fcc.gov

Zenji Nakazawa By E-Mail: znakazaw@,fcc.xov

Neil Dellar By E-Mail: ndellar@,fcc.gov

William Malone, Esq. Gerald Lavery Ledcrer, Esq. James R. Hobson, Esq. Miller & Van Eaton, P.L.L.C. 1155 Connecticut Avenue, N.W., Ste. 1000 Wdshington, D.C., 20036-4320 By First-class Mail

John G. Malcolm. Esq. Deputy Assistant Attorney General Criminal Division United States Department of Justice I O t h Street & Constitution Axenue, N.W. Washington, D.C. 20530 By First-Class Mail

Patrick W. Kelley, Esq. Deputy General Counsel Federal Bureau of Investigation 935 Pennsylvania Avenue, N.W Washington, D.C. 20535 By First-class Mail

Debbie Goldman Louise Novotny Communications Workers of America By E-Mail: debbieacwa-union.org

Karl W.B. Schwarz GlobalAxxess By E-Mail: kw.schwarzir?worldnet.att.net

Helen E. Disenhaus Paul 0. Gagnier Swidler Berlin Shereff Friedman, LLP 3000 K Street,N.W., Suite 300 Washington, DC 20007 By Hand Delivery

Martin L. Stern, Esq. Preston Gates Ellis & Rouvelas Meeds 1735 New York Avenue, N.W. Suite 500 Washington, DC 20006-4759 By Hand Delivery

Robert E. Rude