Attachment Questions

This document pretains to ITC-ASG-20110405-00094 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2011040500094_880247

Attachment 1 Answer to Question 10 Legal counsel to whom correspondence concerning the application is to be addressed. For the Assignor: Mitchell D. Goldsmith M. Gavin McCarty Shefsky & Froelich Ltd. 111 East Wacker Drive, Suite 2800 Chicago, IL 60601 Phone: (312) 836-4195 Fax: (312) 275-7569 gmccarty@shefskylaw.com For Assignee: Mitchell D. Goldsmith M. Gavin McCarty Shefsky & Froelich Ltd. 111 East Wacker Drive, Suite 2800 Chicago, IL 60601 Phone: (312) 836-4195 Fax: (312) 275-7569 gmccarty@shefskylaw.com Answer to Question 11 Name, address, citizenship, and principal business of entities that own at least 10 percent of the equity of the Assignee. The name, address, citizenship, and principal business of Assignee are as follows: Name: GC Pivotal, LLC Principal Business: Operating Company Address: 3200 East Camelback Road, Suite 295 Phoenix, AZ 85018 Citizenship: Arizona Ownership Interest: N/A Assignee is wholly-owned by FFN Investments, LLC. The name, address, citizenship, and principal business of FFN Investments, LLC are as follows: Name: FFN Investments, LLC (“FFN”) Principal Business: Management Company

Address: 3200 East Camelback Road, Suite 295 Phoenix, AZ 85018 Citizenship: Arizona Ownership Interest: 100 percent The name, address, citizenship, and principal business of the members of FFN are as follows: Name: Najafi 2006 Irrevocable Trust Richard Garner, Trustee1 Principal Business: Trust Address: 3200 East Camelback Road, Suite 295 Phoenix, AZ 85018 Citizenship: Arizona Ownership Interest: 60 percent Name: F. Francis Najafi Family Trust F. Francis Najafi, Trustee2 Principal Business: Family Trust Address: 3200 East Camelback Road, Suite 295 Phoenix, AZ 85018 Citizenship: Arizona Ownership Interest: 40 percent3 Name: Pivotal Capital Corporation Principal Business: Management Company Address: 3200 East Camelback Road, Suite 295 Phoenix, AZ 85018 Citizenship: Arizona Ownership Interest: 10 percent Pivotal Capital Corporation is wholly owned by the F. Francis Najafi Family Trust, the details of which are provided above. 1 Richard Garner is a U.S. Citizen with the same business address as the Najafi 2006 Irrevocable Trust. His principal business is as an investment manager. F. Francis Najafi is the beneficiary of the Najafi 2006 Irrevocable Trust. Mr. Najafi is a U.S. citizen and also can be reached at the same business address as the Najafi 2006 Irrevocable Trust. His principal business also is as an investment manager. 2 Information about Mr. Najafi is provided above in footnote 1. The beneficiaries of the F. Francis Najafi Family Trust are Mr. Najafi’s children, each of which is a minor not yet entitled to receive any distributions from the Trust. 3 This ownership interest reflects a 30 percent interest held directly in FFN, as well as a 10 percent interest held indirectly in FFN through Pivotal Capital Corporation

Answer to Question 13 On July 23, 2010, Global Capacity, its affiliates and its parent commenced voluntary petitions for relief pursuant to Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Cases” “Global Capacity Debtors"4). Global Capacity Holdco, LLC is a subsidiary of Global Capacity. Global Capacity Holdco, LLC holds the International Section 214 licenses of Global Capacity Direct, LLC (“GCD”) and Global Capacity Group, Inc. (“GCG”). Notification of the pro forma transfer of Global Capacity Direct, LLC and Global Capacity Group, Inc. international Section 214 authorizations was filed with this Commission on May 21, 2010 and action taken June 3, 2010. ITC-ASG-20100521-00202 and ITC-ASG-20100521-00203. By order entered on January 26, 2011, the Bankruptcy Court for the District of Delaware approved the sale of substantially all of the assets of the jointly-administered Global Capacity Debtors, including direct and indirect subsidiaries of Capital Growth Systems, Inc., to Pivotal Global Capacity, LLC or its wholly-owned subsidiary assignee GC Pivotal, LLC (the “Bankruptcy Court Order Approving Sale”). A copy of the Bankruptcy Order Approving Sale is attached hereto as Attachment 2. The sale closes and becomes effective upon required regulatory approvals being obtained. Section 4.1 of the Asset Purchase Agreement (“APA”) approved under the order defines the Closing Date as occurring as soon as practicable after all conditions in Article XI have occurred. Section 11.1(h) requires regulatory approval of all relevant governmental entities, and Section 8.5 of the APA provides for the parties to use commercially reasonable efforts to obtain such regulatory approvals. If all regulatory approvals have not been obtained by an outside deadline of the Regulatory Approval Date (which will be 4 In Re: Global Capacity Holdco, LLC., et. al., Bkrpt. DE, Case No. 10-12302

August 8, 2011), the closing may still occur, with assets lacking such regulatory approval to be transferred thereafter, when such approval is obtained. Such assets will be managed by the seller pursuant to a management agreement until regulatory approval is granted. In addition, Pivotal as successor to the Debtor in Possession Lenders, has been authorized to advance additional amounts under the DIP Loan Documents (secured by the collateral pledged thereunder, including the assets being transferred pursuant to the Proposed Transaction) for the Purchase Price, including through a credit bid of all amounts advanced. Assignors’ principal business activities involve the delivery of network logistics solutions that enable customers to optimize and manage their complex global networks, resulting in improved efficiency, reduced cost, and simplified operations. The companies leverage a proprietary knowledge base of global telecommunications pricing and supply data, customized tools that analyze and optimize complex networks, and structured processes focused on the entire telecom supply chain to deliver logistics solutions to its clients. GCD and GCG are the only affiliates of Capital Growth Systems, Inc. that provide domestic or international telecommunications services within the United States. (a) Assignee Assignee holds a blanket domestic and international authorization to provide global facilities-based and resale services pursuant to authority effective April 1, 2011 in IBFS File No. ITC-214-20110201-00049. Assignee is a holding company formed to facilitate the ability of its parent, FFN, to acquire control of Global Capacity and its related companies. As discussed above, FFN is a management company owned and controlled by a series of trusts formed for the benefit of F. Francis Najafi and his family members. (b) Description of Proposed Transaction

The Bankruptcy Order Approving Sale was issued on January 26, 2011, and under the terms of that order, Pivotal is purchasing substantially all of the assets of Global Capacity. The transfer of assets does not include the transfer of telecommunications licenses. Upon completion of the Proposed Transaction, the assignment of assets from Global Capacity to GC Pivotal will have no adverse impact on customers. Customers will continue to receive their existing services at the same rates, terms and conditions as at present. Services will be provided pursuant to Section 214 domestic authority and international license held by GC Pivotal. There are no material changes in management, operations or customer points of contact of Assignor. Furthermore, upon closing of the Proposed Transaction, Pivotal will change its name to Global Capacity, LLC and will make all necessary filings to effectuate the name change with the Commission. If for any reason the sale order is not effectuated, Pivotal intends to acquire the assets by foreclosure of the security interests of Pivotal Holdco. Capital Growth and its affiliates are party to a series of Pledge Agreements, and a Term Loan and Security Agreement, dated as of November 19, 2008. The original lender’s rights under those Pledge Agreements subsequently were assigned to Pivotal Holdco, the parent of Pivotal.5 Further, Pivotal Holdco is the successor Debtor in Possession lender in the Bankruptcy Cases, holding a first priority security interest in all of the Debtors’ assets to collateralize the Debtor in Possession loan facility. Under these agreements, Pivotal Holdco may foreclose on its security interests and acquire the assets held by Global Capacity if certain repayment and other conditions are not met. If Pivotal Holdco does so, it would assign the assets to Assignee subject to any and all necessary authorizations. 5 On May 21, 2010.

The Proposed Transaction will provide Assignee as the successor in interest to Global Capacity, with greater operating flexibility to pursue operating purposes, including, without limitation, (a) expansion of its telecommunications infrastructure; (b) improvement of customer service, billing, financial reporting and other management information systems; and (c) possible acquisitions, future investments or strategic alliances. Organizational charts, showing the current ownership structure, and the ownership structure after the Proposed Transaction is completed, are attached hereto as Attachment 3. In connection with the Proposed Transaction, customers of Global Capacity will be transferred to Pivotal after being notified of the pending transaction in compliance with Section 64.1120(e) of the FCC’s rules, 47 C.F.R. § 64.1120(e), and applicable state requirements. This Application is one of a number of applications/notifications filed with respect to the Proposed Transaction. Specifically, approval is being sought from the FCC Wireline Competition Bureau and several states, including Alabama, California, Georgia, Hawaii, Indiana, Maryland, Mississippi, Nebraska, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee and West Virginia. The Proposed Transaction will not adversely affect the operation of the carriers. There are no anticipated changes to management, key personnel, systems or customer points of contact that would potentially impact service to customers. In it anticipated that this transition will be seamless to the customer.


Document Created: 2011-04-04 13:15:09
Document Modified: 2011-04-04 13:15:09
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