Attachment Attachment 1

This document pretains to ITC-T/C-20100719-00295 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010071900295_829981

ATTACHMENT I Application for Transfer of Control of International Section 214 Authority from Tricom USA, Inc. to AMZAK Capital Management, LLC _ Pursuant to Section 214 of the Communications Act of 1934, as amended (the "Act"),‘ and Section 63.18(e) of the Commission‘s Rules," this Application seeks the consent of the Federal Communications Commission to the transfer of control of the International Section 214 Authority of Tricom USA, Inc. ("Tricom USA" or "Transferor") to AMZAK Capital Management, LLC ("AMZAK" or "Transferee") (Tricom USA and AMZAK collectively referred to herein as "Applicants") in connection with Tricom USA‘"s recent reorganization under U.S. bankruptcy laws (the "Transaction"). As further discussed below, grant of this Application is necessary to finalize Tricom USA‘s successful emergence from bankruptcy and to allow Tricom USA to continue to provide quality telecommunications services to its customers. Answer to Question 10: Contact Information for Transferor and Transferee For Transferor, Tricom USA: Bela Szabo Vice President, International Business Tricom USA, Inc. One Exchange Place, Suite 311 Jersey City, NJ 07302 Tele: 809—476—4912 Fax: 809—412—2841 With a copy to: Michelle Cohen Thompson Hine LLP 1920 N Street, NW Suite 800 Washington, DC 20036 Tele: 202—263—4151 Fax: 202—331—8330 Email: michelle.cohen@thompsonhine.com For Transferee, AMZAK: 1 47 U.S.C. § 214. 2 47 C.F.R. § 63.04(b).

Legal Department, Attn: Beatriz Beltranena AMZAK Capital Management, LLC 1 North Federal Highway Suite 400 Boca Raton, FL 33432 Tele: 561—953—4164 Fax: 561—338—7677 With a copy to: Beatriz Beltranena c/o Tricom, S.A. Avenida Lope de Vega 95 Santo Domingo Dominican Republic Tele: 809—476—4000 Fax: 809—476—6700 Email: bbeltranena@amzak.com International Section 214 Authorizations ITC-214-19960925-OO468 (previously Global resale authority pursuant to Section ITC—96—532) 63.18(e)(2) of the Commission‘s Rules to all international points. ITC—MOD—19970618—00335 (previously Global facilities—based authority pursuant ITC—96—532—M) to Section 63.18(e)(1) of the Commission‘s Rules to all international points. ITC—214—19930101—00257 (previously Authority to provide certain facilities—based ITC—93—246) services (via satellite or cable) to specified international points. ITC—214—19990325—00153 Authority to construct and operate the Maya—1 Cable System. ITC—214—19970421—00220 (previously Authority to construct and operate the Pan ITC—97—221) American Cable System. ITC—214—19980430—00286 (previously Authority to construct and operate the ITC—98—342, ITC—98—342A) Americas—II Cable System.

Answer to Question 11: Pursuant to Section 63.18(h) of the Commission‘s Rules, the entities holding a direct or indirect 10 percent or greater equity interest in Tricom USA as of consummation of the Transaction are listed below. An ownership chart for Tricom USA, post—transfer of control, is set forth in Exhibit A. Direct Ownership: Name: Tricom, S.A. Address: Avenida Lope de Vega No. 95 Santo Domingo, Dominican Republic Citizenship: Dominican Republic Principal Business: Telecommunications Ownership: Tricom S.A. directly holds 100 percent of the ownership interests of Tricom USA. Indirect Ownership: Name: Hispaniola Telecom Holdings, Ltd. ("Holding Company") Address: P.O. Box SS—19084 Ocean Centre, Montagu Foreshore East Bay Street, Nassau, New Providence, Bahamas Citizenship: The Commonwealth of the Bahamas Principal Business: Holding company Ownership: Holding Company holds at least 97 percent of the ownership interests in Tricom, S.A. Name: Ellis Portafolio, S.A. ("Ellis") Address: 1401 Brickell Ave., Suite 930 Miami, FL 33131 Citizenship: British Virgin Islands Principal Business: Investment bank Ownership: Ellis held approximately 12.5 percent of the ownership interests of Holding Company following the April 7, 2010 restructuring out of bankruptcy." Name: MAP Private Trust Company Address: c/lo CIBC Bank & Trust Company (Cayman) Limited P.O. Box 694GT CIBC Financial Centre, 11 Dr. Roy‘s Dr. George Town, Grand Cayman KY1—1107 Cayman Islands Citizenship: Cayman Islands 3 As explained further below, on April 15, 2010, Ellis transferred its ownership interests in Holding Company to Broadband Investments Limited. —3.

Principal Business: Trust Ownership: Following the April 7, 2010 restructuring out of bankruptcy, MAP Private Trust Company, believed to be a trust established for the benefit of Mr. Pellerano and certain members of his family (all of whom are Dominican Republic citizens), indirectly held through various companies (including Ellis), an approximate 19.0 percent of the ownership interests of Holding Company.* Name: AMZAK Capital Management, LLC ("AMZAK"), and its subsidiary, Broadband Investments Limited ("Broadband") Address: 1 North Federal Highway Suite 400 Boca Raton, FL 33432 Citizenship: United States (AMZAK) / Barbados (Broadband) Principal Business: Investment company Ownership: AMZAK held approximately 57.2 percent of the ownership interests of Holding Company following the April 7, 2010 restructuring out of bankruptcy." Name: The Kazma Family (Gerald Joseph Kazma, Michael David Kazma, and Leigh Anne Kazma)® Address: 1 North Federal Highway Suite 400 Boca Raton, FL 33432 Citizenship: Canada Principal Business: Individuals Ownership: The immediate members of the Kazma Family, through various holding companies, collectively hold 100 percent of the ownership interests of AMZAK. 4 As explained further below, on April 15, 2010, MAP transferred its ownership interests in Holding Company to Broadband Investments Limited. 5 On or about April 7, 2010, AMZAK transferred its interest in Holding Company to its wholly— owned subsidiary Broadband. On or about June 7, 2010, Broadband transferred a portion of its ownership interest in Holding Company to PTY Capital Partners Ltd ("PTY Capital Partners Ltd"). Broadband now holds a 55.9 percent ownership interest in Holding Company, and PTY Capital Partners now holds a 20.5 percent ownership interest in Holding Company. PTY Capital Partners‘ address is Urbanizacion Costa del Este, Business Park, Torre Este, Piso 6, Ciudad de Panam&4. Its principal business is investments. Contemporary Investments Ltd. ("Contemporary Investments"), a Bahamas company, holds 100 percent of the ownership interests of PTY Capital Partners. Its address is Urbanizaciéon Costa del Este, Business Park, Torre Este, Piso 6, Ciudad de Panamé@. Its principal business is investments. Alberto C. Motta, Jr. and Stanley A. Motta, citizens of Panama, each hold a 50 percent ownership interest in Contemporary Investments. The Mottas‘ address is Urbanizacion Costa del Este, Business Park, Torre Este, Piso 6, Ciudad de Panamad. They are individual investors. An ownership chart for Tricom USA, post—pro forma transfer of control, is set forth in Exhibit B. 6 Although each family member‘s interests are separate and independent, their interests are being aggregated here out of an abundance of caution. 4.

As of consummation of the Transaction, no other entity or individual held a 10 percent or greater direct or indirect interest in Tricom USA. Answer to Question 12: Tricom USA currently has the following interlocking directorate with foreign carriers: Michael David Kazma, Tricom, S.A. President and Director President and Director Miguel Heras, Director Tricom, S.A. Vice President and Director Scot Haxton Fischer, Tricom, S.A. Secretary and Director Director, Vice President and Treasurer AMZAK currently has the following interlocking directorates with foreign carriers: chael David Kazma, Tricom, S.A. President and Director President and Director Answer to Question 13: Description of the Transaction and Public Interest Statement On April 7, 2010, the Applicants consummated transactions involving the assignment of Tricom USA‘s international Section 214 authorizations ("Section 214 Assignment Application")" pursuant to a plan of reorganization ("Plan of Rc:organization")8 under U.S. bankruptcy laws and in accordance with the Commission‘s consent. 7 See Application for the Assignment of International Section 214 Authorizations from Tricom USA, Inc. Debtor—in—Possession to Tricom USA, Inc., IB Dockets: ITC—ASG—20091223—00543 and SCL— ASG—20091223—00040. The International Section 214 Assignment Application was granted on January 29, 2010 See International Authorizations Granted, Public Notice, DA 10—232, 25 FCC Red 1279 (2010). Prior to the consummation of the Plan of Reorganization, all authorizations held by Tricom USA (referred to in the Section 214 Assignment Application as "New Tricom USA") were previously held by Tricom USA, Inc. Debtor—in—Possession. Tricom USA, Inc, Debtor—in—Possession previously notified the Commission of the proforma assignment of the Section 214 authorizations identified herein from Tricom USA, Inc. (referred to in the Section 214 Assignment Application as "Old Tricom USA") to Tricom USA, —5.

The exact indirect ownership of the reorganized Tricom USA could not be determined prior to the reissuance of stock pursuant to the Plan of Reorganization. Accordingly, in the Section 214 Assignment Application, the parties provided estimates of the equity ownership percentages that would be held by each ten (10) percent or greater interest holder in Hispaniola Telecom Holdings, Ltd. ("Holding Company"), the holding company holding at least 97 percent of the ownership interests of reorganized Tricom, S.A. ("Tricom, S.A."), the direct parent company of Tricom USA. As reported in the Section 214 Assignment Application, the parties reasonably believed that, post— consummation, AMZAK would hold a direct ownership interest in Holding Company in excess of 18.5 percent but less than 50 percent, and that two other investors, Ellis Portafolio, S.A. ("Ellis") and MAP Private Trust Company ("MAP"), would hold 10.7 percent and 13.4 percent ownership interests in Holding Company, respectively.9 During the time period following the Section 214 Assignment Application and prior to the date of consummation, April 7,2010, AMZAK acquired further unsecured claims for borrowed money against Tricom, S.A. and its subsidiaries. As a result, as of the date of consummation, AMZAK, held a 57.2 percent ownership interest in Holding Company. Ellis and MAP respectively held 12.5 percent and 19.0 percent ownership interests in Holding Company. As noted above, an ownership chart for Tricom USA, post—transfer of control, is set forth in Exhibit A." Further, the following transactions occurred. On or about April 7, 2010, AMZAK transferred its interest in Holding Company to its wholly—owned subsidiary Broadband Investments Limited ("Broadband"), a Barbados limited liability company. On April 15, 2010, Ellis and MAP transferred their ownership interests in Holding Company to Broadband. On or about June 7, 2010, Broadband transferred a portion of its ownership interest in Holding Company to PTY Capital Partners Ltd. ("PTY Capital Partners"), a British Virgin Islands company. As a result of these transactions, Broadband now holds a 55.9 percent ownership interest in Holding Company and PTY Capital Partners now holds a 20.5 percent ownership interest in Holding Company.‘‘ Applicants are filing simultaneously herewith notification of the pro forma transfer of control from AMZAK to Broadband. As noted above, an ownership chart for Tricom USA, post—pro forma transfer of control, is set forth in Exhibit B. Inc. Debtor—in—Possession. See Notification of the Pro Forma Assignment of International Section 214 Authorizations from Tricom USA, Inc. to Tricom USA, Inc. as Debtor—in—Possession, File No. ITC—ASG— 20080327—00158 (filed Mar. 27, 2008). On April 7, 2010, control of Tricom USA‘s Section 214 authorizations technically passed from Tricom USA, Inc. Debtor—in—Possession to AMZAK. For purposes of this Application, "Tricom USA" refers to both "Old Tricom USA" and "New Tricom USA." 9 See International Section 214 Assignment Application, Attachment 1 at 3. 10 Applicants informed the Commission of these post—transfer of control ownership percentages in a consummation notice filed on May 7, 2010 via ECFS and IBFS. See Letter to Ms. Marlene Dortch, Secretary, from Michelle W. Cohen, dated May 7, 2010, WC Docket No. 10—16, IB Dockets: ITC—ASG— 2009—1223—00543 and SCL—ASG—20091223—00040. U As noted above, Contemporary Investments Ltd. ("Contemporary Investments"), a Bahamas company, holds 100 percent of the ownership interests of PTY Capital Partners. Alberto C. Motta, Jr. and ~ Stanley A. Motta, citizens of Panama, each hold a 50 percent ownership interest in Contemporary Investments. —6—

Based on the transfer of majority control to AMZAK, the Applicants hereby file this Application to secure the Commission‘s approval of the transfer of control of Tricom USA‘s International Section 214 Authority. The Applicants have filed simultaneously herewith a request for special temporary authority ("STA") to allow Tricom USA to continue to operate during the Commission‘s consideration of the Application. Applicants submit that the Transaction described herein serves the public interest. AMZAK‘s acquisition of a majority stake in Tricom USA occurred in conjunction with Tricom USA‘s successful emergence from bankruptcy. Tricom USA now has greater resources and flexibility to implement its business plans and to provide quality telecommunications services to its customers. Further, the Transaction was conducted in a manner virtually transparent to Tricom USA‘s customers, who have not and will not be required to change service providers. The Transaction will make Tricom USA a stronger competitor, which will benefit consumers and promote the development and deployment of high—quality, competitive telecommunications services. Accordingly, Applicants respectfully request that the Commission process, consider and approve this Application as expeditiously as possible. Answer to Question 14: Tricom USA and AMZAK are affiliated with Tricom, S.A., which operates in the Dominican Republic. Answer to Question 15: Tricom USA and AMZAK are affiliated withTricom, S.A., which operates in the Dominican Republic. Answers to Questions 16—18: Pursuant to Section 63.10 of the Commission‘s Rules, Tricom USA requests "non— dominant" status on all U.S.—international routes. Tricom USA is not affiliated with any foreign carriers other than Tricom, S.A., the Dominican Republic foreign affiliate identified in response to Questions 14 and 15 above. The Dominican Republic is a member of the World Trade Organization ("WTO"). Tricom, S.A. is not a monopoly provider of communications services in the Dominican Republic, and it lacks 50 percent maxrket share in the international transport and local access markets on the foreign end of its respective U.S.—international route. Accordingly, Tricom USA is presumptively classified as non—dominant on all U.S.—international routes.

Answer to Question 20: This Application qualifies for streamlined processing pursuant to Section 63.12 of the Commission‘s Rules. Tricom USA qualifies for a presumption of non—dominance under Section 63.10(a)(3) of the Commission‘s Rules for all U.S.—international routes. Tricom USA either has no foreign carrier affiliate in the destination country, or, in the country in which it is affiliated with a foreign carrier, its foreign carrier lacks 50 percent market share in the international transport and local access markets on the foreign end of its respective U.S.—international route.

EXHIBIT A

Tricom USA, Inc. Post—Transfer of Control Geraid Joseph Michael David Kazma Kazma 100% 100% MAP Private Trust Leigh Anne GMK Ventures Kazma Company Kazma LLC Investments LLC 6% 47% 47% 100% Ellis Portafolio, S.A. AMZAK Capital Management, LLC 12.5% 57.2% Holding Company (Hispaniola Telecom Holdings, Ltd.) 97% or more Tricom, S.A. 100% Tricom USA, Inc.

EXHIBIT

Tricom USA, Inc. Post—Pro Forma Transfer of Control Gerald Joseph Michael David Kazma Kazma 100% 100% Leigh Anne GMK Ventures Kazma Kazma LLC Investments LLC 6% 47% 47% . Alberto Stanley AMZAK Capital C. Motta, Jr. A. Motta Management, LLC 50%\ /50% 100% Contemporary Investments Ltd. Broadband Investments 100% Limited PTY Capital Partners Ltd. 55.9% 20.5% Holding Company (Hispaniola Telecom Holdings, Ltd.) 97% or more Tricom, S.A. 100% Tricom USA, Inc.


Document Created: 2010-07-19 13:20:34
Document Modified: 2010-07-19 13:20:34
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