Attachment Attachment

This document pretains to ITC-T/C-20060110-00013 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006011000013_481984

                                           PRE—TRANSACTION STRUCTURE




                   State Board of             Oregon Public                     Washington State
                   Administration of        Employee‘s Pension                  Investment Board
                   Florida             '          System


                    19% ownership                       15% ownership             15% ownership
                    (approx)                            (approx)                  (approx)



 Other Investors                            TSG Capital III, L.P.


All ownerShi})’                                         96% ownership
interests <10%                                          (approx)



                                             Telscape Holdings,
                                                    Inc.

                                                         100% ownership (to be transferred to GP/T Holdings, LLC)

                                                  Telscape
                                           Communications, Inc.


                                                 POST—TRANSACTION STRUCTURE


                                                 Nathan Johnson and
                                                  Matthew Johnson


                 50% ownership (each), plus                      16% ownership (each), plus
                 shred managerial control                       shared managerial control




                                                   GPT Holding‘s,
                                                   LLC

                                                               68% ownership
                                                               (approx)
 Other Investors             Gemini Partners,                                               Ruben Garcia
                             Inc.

All ownership                    18% ownership                                                   10% ownership
interests <10%                  (approx)                                                         (approx)


                                                         NewHoldCo
                                                    (created at closing)

                                                                    100% ownership (to be transferred from Telscape Holdings, Inc.)


                                                         Telscape
                                                   _Communications, Inc.



Document Created: 2006-02-07 16:39:19
Document Modified: 2006-02-07 16:39:19

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