ATT A_06.28.11_Amend

EXHIBIT submitted by Broadpoint License Co., LLC

Attachment 1 (Amended)

2011-06-29

This document pretains to ITC-ASG-20110609-00165 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2011060900165_900379

ATTACHMENT 1 (AMENDED) APPLICATION FOR ASSIGNMENT OF INTERNATIONAL SECTION 214 AUTHORIZATION Pursuant to Section 214 of the Communications Act of 1934, as amended (the "Act") 47 U.S.C. § 214, and Section 63.24 of the Commission's rules, 47 C.F.R. § 63.24, Broadpoint License Co., LLC (“Broadpoint” or the “Assignor”)1 and ITC Global USA, LLC (“ITC USA” or “Assignee”) (collectively, the “Parties”) seek Commission consent to the partial assignment of the international Section 214 authorization for global facilities-based and global resale service held by Broadpoint, as the Assignor, to ITC USA as the Assignee. The FCC initially granted this Section 214 authority to Broadpoint in File No. ITC-ASG-201000419-00168 on May 28, 2010, Public Notice Report No. TEL-01432, 25 FCC Rcd 7156 (released June 3, 2010). Commission approval of this partial assignment would serve the public interest. DESCRIPTION OF THE TRANSACTION (ANSWER TO QUESTION 13) On April 15, 2011, an Asset Purchase Agreement (the “Agreement”) was entered into by and among Broadpoint, LLC, Broadpoint License Co., LLC (collectively, “Broadpoint”), and ITC Global, Inc. (“ITC”), a Delaware corporation. An authorized representative of each entity listed above executed the agreement on behalf of the respective parties to the Agreement. Pursuant to the Agreement, for certain consideration, certain assets held by Broadpoiint that are used to operate a satellite communications network in the Gulf of Mexico under FCC Licenses granted by the Commission will be transferred from Broadpoint to ITC. The assets being transferred to ITC include the following: satellite customers, customer premises equipment, contracts between Broadpoint and certain vendors, permits, and satellite teleport equipment. 1 On the FCC Form 214TC, Jonathan D. Foxman inadvertently listed under the company name for the contact information of the Assignor. Mr. Foxman is an officer of the Assignor and it has been corrected in the amendment herewith.

ITC will provide services to any existing and new customers through its wholly-owned subsidiary ITC USA, which is the entity that will hold the FCC Licenses, including the Section 214 Authorization. In addition to the FCC Licenses and the other assets listed above, ITC is also acquiring certain real property owned by Broadpoint located in Harahan, Louisiana that is used in the conduct of its satellite business. Upon consummation of the FCC Licenses to ITC USA, Broadpoint will continue to operate its mobile wireless telecommunications business, of which it operates in part pursuant to the Section 214 authorization. Therefore, the Parties seek Commission consent to only the partial assignment of certain customer relationships related to the provision of international services currently being provided by Broadpoint to its satellite customers in the Gulf of Mexico region pursuant to its international Section 214 authorization. These customers are generally off-shore customers located on ships, oil rigs, or other types of vessels. Broadpoint will retain the Section 214 authorization subject to this transaction (File No. ITC-214-1998022600151) after the closing and by this application does not seek to assign it. DESCRIPTION OF THE ASSIGNEE ITC USA is a limited liability company organized under the laws of the State of Florida. Its corporate address is as follows: One Progress Plaza, Suite 700, St. Petersburg, FL 33701, telephone (727) 898-3895. ITC USA, through ITC, provides comprehensive networking solutions for business operating anywhere in the world. ITC provides communications in some of the world’s most difficult regions, including remote and otherwise unreachable mining locations; offshore platforms; floating production, storage, and offloading vessels; and service vessels. Networks managed by ITC enable the transmission of real-time data from vessels and platforms to shore-based facilities, enabling real-time sharing of information, voice 2

communications, and network connectivity for improved decision making and safety in the maritime environment. ITC desires to expand its service beyond two-way radio, SCADA, telephony, and local area operations, especially by assuming control of Broadpoint’s network of satellite communications in the Gulf of Mexico. ITC will use previously authorized facilities to provide the services requested by the instant Application. Consequently, ITC is categorically excluded from environmental assessment pursuant to Section 1.1306 of the Commission’s Rules, 47 C.F.R. §1.1306. PUBLIC INTEREST STATEMENT In deciding whether to grant applications under Sections 214(a) and 310(d) of the Communications Act of 1934, as amended,1 the Commission must determine whether doing so is in the public interest. Many transfer or assignment applications on their face show that a transaction will yield affirmative public interest benefits and will not violate the Communications Act or Commission rules, nor frustrate or undermine the policies and enforcement of the Communications Act by reducing competition or otherwise.2 Such applications do not require extensive review and expenditures of considerable resources by the Commission and interested 1 47 U.S.C. §§ 214(a), 310(d). 2 In re Application of GTE Corp. and Bell Atlantic Corp. for Consent to Transfer Control of Domestic and Int’l Section 214 and 310 Authorizations and Application to Transfer Control of a Submarine Cable Landing License, Memorandum Opinion and Order, 15 FCC Rcd. 14,032, 14,048, ¶ 25 (2000) ("GTE/Bell Atlantic Merger Order"); In re Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations from MediaOne Group, Inc. to AT&T Corp., Memorandum Opinion and Order, 15 FCC Rcd. 9816, 9822, ¶ 13 (2000) (“MediaOne/AT&T Merger Order"); In re Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations from Tele-Communications, Inc. to AT&T Corp., Memorandum Opinion and Order, 14 FCC Rcd. 3160, 3170 ¶ 16 (citing In re Applications of Bourbeuse Tel. Co. and Fidelity Tel. Co., Memorandum Opinion and Order, 14 FCC Rcd. 803 (1998)); SBC/Ameritech Merger Order, 14 FCC Rcd. at 14,740-41, ¶ 54. 3

parties.3 This is such a transaction. It is clear that this transaction does not violate any law or rule. Likewise, as shown below, it does not impede the realization of the objectives of the Communications Act or the Commission's ability to implement the Act. To the contrary, this transaction will result in affirmative public interest benefits and will not harm competition. Accordingly, the Commission should approve this transaction expeditiously. As previously stated, the management of ITC has experience operating wireless systems in rural areas and is well-positioned to provide customers in the Gulf of Mexico with high-quality wireless services. ITC will receive a customer base, fully built network assets, retail facilities and operations, roaming and interconnection agreements, real property, equipment and personal property, inventory, customer support and business systems, and intellectual property. While Broadpoint’s existing operations will provide an excellent platform from which to serve existing and future customers in the Gulf of Mexico, ITC expects, from time to time, to assess, upgrade, and expand these systems, just as it has done with its current telecommunications services. This transaction will maintain competition within the Gulf of Mexico. ITC currently has no presence in the Gulf of Mexico. Consequently, ITC's acquisition and control of the FCC Licenses will introduce a new competitor to replace Broadpoint and thereby maintain competition in these markets. In addition, ITC is experienced at operating telecommunications services in rural areas and is well-equipped to maintain the competitive position of the FCC Licenses, which cover the Gulf of Mexico. 3 In re Applications for Consent to the Transfer of Control of Licenses and Section 214 Authorizations by Time Warner Inc. and Am. Online. Inc. to AOL Time Warner Inc., Order, 16 FCC Rcd. 6547, 6557, ¶ 26 (2001); GTE/Bell Atlantic Merger Order, 15 FCC Rcd. at 14,048, ¶ 25; MediaOne/AT&T Merger Order, 15 FCC Rcd. at 9822, ¶ 13; SBC/Ameritech Merger Order, 14 FCC Rcd. 14,740-41 ¶ 54; see also In re Petition for Forbearance of the Indep. Tel. & Telecomms. Alliance. Third Memorandum Opinion and Order, 14 FCC Rcd. 10,816, 10,830-31, ¶ 20 (1999). 4

Section 63.18(c) (ANSWER TO QUESTION 10) Assignor Contact Information: Broadpoint License Co., LLC Attn: Daniel E. Hopkins, Executive Vice President and Chief Financial Officer 1170 S. Devon Park Drive, Suite 104 Wayne, PA 19087 Phone: (610) 535-6900 Fax: (610) 672-0648 Email: dhopkins@cellonenation.com With a copy to: Todd Slamowitz, Esq. Lucas, Nace, Gutierrez & Sachs, LP 8300 Greensboro Drive, Suite 1200 McLean, VA 22102 Phone: (703) 584-8678 Fax: (703) 584-8696 Email: tslamowitz@fcclaw.com Assignee Contact Information (Post-Transaction) ITC Global, Inc. Attn: Joseph A. Spytek, President One Progress Plaza, Suite 700 St. Petersburg, FL 33701 Phone: (727) 898-3895 Fax: (727) 499-7918 Email: jspytek@itcglobal.net With a copy to: Dennis C. Brown, Esq. 8124 Cooke Court, Suite 201 Manists, VA 20109-7406 Phone: (703) 365-9437 Fax: (703) 365-9456 Email: curt@curtbrownlaw.com Section 63. 18(d) (ANSWER TO QUESTION 10) 5

The Assignor, Broadpoint, a Delaware limited liability company, currently holds the following international authorization as a facilities-based carrier under Section 214 of the Act: ITC-AS-201000419-00168. The Assignee, ITC USA, a Florida limited liability company, does not currently hold any international authorization under Section 214 of the Act. Section 63.18(h) (ANSWER TO QUESTION 11) ITC USA, a Florida limited liability ompany, is the Assignee in the transaction described herewith. Attached as Exhibit A is a chart listing the individuals and entities that hold a 10 percent or greater direct or indirect equity/voting interest in ITC USA. The chart also provides all foreign individuals and entities that hold a direct or indirect equity/voting interest in ITC USA.2 (Set forth below is each individual and entity listed on Exhibit A. Name/Address/Citizenship/Organized Principal Business Percent of Interest Held ITC Global, Inc. Communications 100% (Direct) Organized: Delaware, USA Joseph A. Spytek Communications 10.00% (owns 10% of ITC c/o ITC Global USA, LLC Global, which in turn, owns One Progress Plaza, Suite 700 100% of ITC) St. Petersburg, FL 33701 Citizenship: USA Michael Monier Investment 21.58% (owns 100% of Fine c/o ITC Global USA, LLC Spotted Partners, LLC, which in One Progress Plaza, Suite 700 turn, owns 21.58% of ITC St. Petersburg, FL 33701 Global, which in turn, owns Citizenship: USA 100% of ITC) Erwin Noval Investment 10.01% (owns 10.01% of ITC c/o ITC Global USA, LLC Global, which in turn, owns One Progress Plaza, Suite 700 100% of ITC) St. Petersburg, FL 33701 2 ITC USA is simultaneously filing a Request for Declaratory Ruling requesting Commission consent to permit ITC to hold non-controlling indirect foreign ownership interests up to 30.3%. 6

Citizenship: USA Simon Bull Investment 4.80% (owns 4.8% of ITC c/o ITC Global USA, LLC Global, which in turn, owns One Progress Plaza, Suite 700 100% of ITC) St. Petersburg, FL 33701 Citizenship: United Kingdom Christopher R. Hill Investment 8.80% (owns 8.6% of ITC c/o ITC Global USA, LLC Global, which in turn, owns One Progress Plaza, Suite 700 100% of ITC; also has a St. Petersburg, FL 33701 controlling interest in CRH Citizenship: Australia Telnet, which in turn, owns .2% of ITC Global, which in turn, owns 100% of ITC) Charles Morgan Investment 16.70% (owns 100% of SeaSpin c/o ITC Global USA, LLC Pty, Ltd, Aphrodite Trust A/C, One Progress Plaza, Suite 700 which in turn, owns 16.70 of St. Petersburg, FL 33701 ITC Global, which in turn, owns Citizenship: Australia 100% of ITC) Fine Spotted Partners, LLC Investment 21.58% (owns 21.58% of ITC c/o ITC Global USA, LLC Global, which in turn, owns One Progress Plaza, Suite 700 100% of ITC) St. Petersburg, FL 33701 Organized: WY, USA CRH Telnet Investment 0.20% (owns 0.20% of ITC c/o ITC Global USA, LLC Global, which in turn, owns One Progress Plaza, Suite 700 100% of ITC) St. Petersburg, FL 33701 Organized: Australia SeaSpin Pty, Ltd. Aphrodite Trust A/C Investment 16.70% (owns 16.70% of ITC c/o ITC Global USA, LLC Global, which in turn, owns One Progress Plaza, Suite 700 100% of ITC) St. Petersburg, FL 33701 Organized: Australia EXCLUSION OF SERVICE ITC USA does not request authorization to communicate with Cuba. FOREIGN CARRIERS ITC USA is not affiliated or otherwise related to any foreign carrier on any of the routes which ITC USA proposed to provide service in this application. ITC USA is not a foreign carrier 7

and is not affiliated with a foreign carrier on any of the routes it proposed to resell international telecommunications service. ITC USA is not affiliated with any foreign carrier on any of the routes it proposes to provide services. STREAMLINED PROCESSING This application is eligible for streamlined processing pursuant to Section 63.12 of the Commission’s Rules, 47 C.F.R. § 63.12. Neither ITC USA nor any entity that holds a 10 percent or greater interest in ITC USA is affiliated with a foreign carrier in a destination market. See, 47 C.F.R. § 63.12(c)(1). Following consummation of the proposed transaction, neither ITC, nor any entity that holds 10 percent or greater interest in ITC USA, will be affiliated with any dominant United States carrier whose international switched or private line service ITC USA seeks authority to resell. See, 47 C.F.R. § 63.12(c)(2). CONCLUSION ITC USA respectfully requests that the Commission grant it authority to provide the international telecommunications facilities-based services pursuant to Section 214 of the Communications Act of 1934, as amended. As demonstrated above, ITC USA is well-qualified to acquire, control, and make beneficial public use of the FCC Licenses. For these reasons, Commission grant of consent for the transaction described in this application is warranted. 8

EXHIBIT A — OWNERSHIP TTC Global USA. LLC (USA)® roore TTC Global, Inc. (USA) 167% 100% _— 2issn \ 1001% oa% 80 SeaSpin Py Lid TosephA Five Sported Envin Noval CRH Telnet Simon Bull Christopher Aphrodite Trust A/JC Spytek (USA) Partmers, LLC (Usa) (Austratia) wx) rm (Austratia) sa) (Austratia) Contolling 100% 100% Jnterest Charles Morean Michael Monier Christopher R. Hill (Austratia) (Usa) (Austratia) "TTC Global USA, LLC., a Florida limited linbility company, does not hold anyinterest in anyother entity Further,except for the individuals and entitieslited above, no other individual or entityholds a 10 percent or greater direct oindizectinterest in ITC Global USA, LLC = Indizect Foreign ownership (30.3%of the toral equityin ITC Global, Inc. a Delaware corporation, whichin tum, owns 100%of the membership unitsof ITC Global USA, LLC).


Document Created: 2011-06-29 10:29:39
Document Modified: 2011-06-29 10:29:39
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