Attachment Attachment 1

This document pretains to ITC-T/C-20101203-00472 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010120300472_854842

ATTACHMENT 1 Answer to Question 9. By the instant application, Systems Resource Group Limited ("SRG"), which provides international telecommunications service pursuant to authority under Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214,1 seeks approval for the transfer of control of its equity ownership from its current shareholders to Cable Bahamas Ltd. ("CBL"), a company organized and headquartered in the Commonwealth of The Bahamas. As the Commission aware, CBL is the parent company of Caribbean Crossings Ltd. ("CCL"), which operates the Bahamas Internet Cable System ("BICS"), a private fiber optic submarine cable, between the United States and The Bahamas, pursuant to authority granted by the Commission.2 Trinity Communications Ltd., a wholly owned subsidiary of CCL, provides international telecommunications service pursuant to Section 214 authority.3 Pursuant to the terms of Share Purchase Agreement (the "SPA") dated September 10, 2010, the shareholders of SRG (collectively, the "Vendors") have agreed to sell all of their shares to CBL. The purchase of these shares by CBL is subject to the receipt of all required regulatory approvals, including specifically those required by the FCC and by the Utilities Regulation and Competition Authority of the Bahamas ("URCA"), the national regulatory agency. On September 17, 2010 the Parties jointly filed a Notification with the URCA, seeking regulatory 1 Public Notice, Report No. TEL-00640, DA No. 03-582, released February 27, 2003, File No. ITC-214- 20030115-00014. 2 Caribbean Crossings Ltd., DA 00-1349, released June 20, 2000. By Public Notice Report No. TEL-00607, DA 02-3357, released December 5, 2002, the Commission approved the modification of CCL's license to permit the construction of a second fiber optic link and a self-healing fiber ring between The Bahamas and the United States. FCC File No. SCL-MOD-20020925-00094. See also SCL-AMD-20091202-00036. 3 FCC File No. ITC-214-20030515-00268. See also ITC-AMD-20091202-00508.

approval for their proposed merger under Bahamian law, and that request is currently under review. Answer to Question 10 (Rule Section 63.18(c) and (d). Contact Information for Assignor Paul Hutton-Ashkenny, President Systems Resource Group Limited P.O. Box N 3920 Centreville House, Collins Avenue Nassau, Bahamas Telephone: (242) 677 1006 Contact Information for Assignee Anthony J. Butler, President Cable Bahamas Ltd. P.O. Box CB 13050 Nassau, N.P., Bahamas Telephone: (242) 356-8960 with a copy to: Eric Fishman, Esq. Holland & Knight, LLP 31 West 52nd Street New York, New York 10019 Telephone: 212-513-3268 FAX: 212-385-9010 e-mail: eric.fishman@hklaw.com Existing Authorizations SRG holds authority pursuant to Section 214 of the Communications Act of 1934, as amended, to provide international resold and facilities-based telecommunications service. See Public Notice, Report No. TEL-00640, DA No. 03-582, released February 27, 2003, File No. ITC-214-20030115-00014. 2 #9929840_v1

CBL holds no authorizations issued by the FCC. However, its wholly owned subsidiary, CCL, operates the BICS between the United States and The Bahamas, pursuant to authority granted by the Commission.4 Trinity Communications Ltd., a wholly owned subsidiary of CCL, provides international facilities-based and resold telecommunications service pursuant to Section 214 authority.5 Answer to Question 11 (10% or greater equity interests in transferee). Cable Bahamas is a company organized under the laws of The Bahamas. In December 2009, pursuant to Commission authority, CBL entered into a Trust Declaration pursuant to which a newly created trust independent of both CBL and The Government of The Bahamas holds 5,000,000 shares of CBL common stock, accounting for 26.74% equity and voting interest in CBL. The trustee is Dr. Keva Bethel, a citizen of the Commonwealth of the Bahamas. In addition, the Government of The Bahamas holds a combined 21.39% equity and voting interest in CBL. (The National Insurance Board (NIB), an instrumentality of the Government of the Bahamas holds a 16.23% voting interest and the Treasurer of the Government of the Bahamas holds a 5.16% voting interest). No other individuals or entities hold a 10 percent or greater direct or indirect equity or voting interest in CBL. See Public Notice Report No. TEL-01402, DA No. 09-2631, released December 24, 2009. Answer to Question 13 (means by which transfer of control will take place). 4 Caribbean Crossings Ltd., DA 00-1349, released June 20, 2000. By Public Notice Report No. TEL-00607, DA 02-3357, released December 5, 2002, the Commission approved the modification of CCL's license to permit the construction of a second fiber optic link and a self-healing fiber ring between The Bahamas and the United States. FCC File No. SCL-MOD-20020925-00094. See also SCL-AMD-20091202-00036. 5 FCC File No. ITC-214-20030515-00268. See also ITC-AMD-20091202-00508. 3 #9929840_v1

The proposed transfer of control will occur pursuant to the terms of Share Purchase Agreement (the "SPA") dated September 10, 2010, by which the shareholders of SRG (collectively, the "Vendors") have agreed to sell all of their shares to CBL. The purchase of these shares by CBL is subject to the receipt of all required regulatory approvals, including specifically those required by the FCC and by the URCA. Following this transfer of control, SRG would retain its existing Section 214 authorization, File No. ITC-214-20030115-00014. Answer to Question 14 (foreign carriers). CBL, the proposed assignee, holds authority under the laws of the Commonwealth of The Bahamas, to provide cable television and high-speed internet service. SRG holds authority under the laws of the Commonwealth of The Bahamas to provide all telecommunications services and presently provides fixed voice telephony in the Commonwealth of The Bahamas. Answer to Question 15 (foreign affiliation). SRG is licensed by the URCA to provide all telecommunications services, and presently provides fixed voice telephony service in the Commonwealth of The Bahamas and between The Bahamas and other foreign points. CBL is licensed by the URCA to provide cable television and high speed internet service in the Commonwealth of The Bahamas. CCL, a wholly owned subsidiary of CBL, is licensed by the FCC to operate a private submarine fiber optic network between the United States and the Commonwealth of The Bahamas. CCL's submarine fiber optic network is also licensed by the URCA. 4 #9929840_v1

Trinity Communications Ltd. ("Trinity"), a wholly owned subsidiary of CCL, holds Section 214 authority to provide resold and facilities-based international telecommunications service between the United States and other foreign points. Answer to Question 16 (non-dominant carrier status). SRG is currently regulated by the Commission as a non-dominant carrier for traffic on the route between the United States and the Commonwealth of The Bahamas, and should maintain this status following the consummation of the proposed transfer of control. In the Commonwealth of The Bahamas, the dominant provider of voice telephony service is Bahamas Telecommunications Corporation ("BTC"). Neither SRG nor CBL is affiliated with BTC. Answer to Question 17 (Section 63.18(k)). SRG is licensed by the URCA to provide all telecommunications services, and presently provides fixed voice telephone service in the Commonwealth of The Bahamas, but is not classified as a carrier possessing significant market power in that country. The dominant provider of local and international voice telecommunications service in the Commonwealth of The Bahamas is BTC. URCA has classified CBL as an entity possessing significant market power for the provisioning of cable television and high-speed internet services. At present, however, CBL and its subsidiaries are explicitly prohibited from providing voice telecommunications service in the Commonwealth of The Bahamas. In its petition to the URCA for regulatory approval of its acquisition of SRG, CBL has asked the URCA to allow it to provide voice telephony. Answer to Question 20 (streamlined processing). 5 #9929840_v1

SRG and CBL respectfully request that the instant application be processed on a streamlined basis. Neither SRG, CBL, nor any of CBL's subsidiaries is regulated as a dominant carrier for the provisioning of telecommunications services or affiliated with a foreign carrier. 6 #9929840_v1


Document Created: 2010-12-01 07:24:34
Document Modified: 2010-12-01 07:24:34
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