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GOVERNMENT OF THE VIRGIN ISLANDS OF THE UNITED STATES Public Services Commission IN RE: Docket Nos. 653 Order No. 59/2016 Consolidated Application for Transfer of Control of Virgin Islands Telephone Corp. d/b/a Innovative Telephone Caribbean Communications Corp. d/b/a Innovative Cable TV St. Thomas-St. John, and St. Croix Cable TV, Inc. d/b/a Innovative Cable TV St. Croix Consolidated "meet Nemo Sumo? Nome” Suu’ “nee” “ume “Sumer “eee! “epee! See? Nee! Nee’ Nee” CONSENT ORDER WHEREAS, on November 4, 2015, National Rural Utilities Cooperative Finance Corporation (“CFC”) and ATN, International, Inc., f/k/a Atlantic Tele-Network, Inc. (“ATN”) (the Applicants) submitted a Consolidated Application for the consent of the Public Services Commission (“PSC”) to transfer control of the Virginia Islands Telephone Corporation doing business as Innovative Telephone (“Vitelco”), Caribbean Communications Corporation, doing business as Innovative Cable TV St. Thomas-St. John (“Innovative Cable STT-STJ), and St. Croix Cable TV, Inc., doing business as Innovative Cable TV St. Croix (Innovative Cable STX”, and with Innovative Cable STT-STJ the “Cable Companies’) from CFC to ATN and WHEREAS, on September 30, 2015 Caribbean Asset Holdings, LLC (“CAH”), which is CFC’s holding company for its Caribbean telecommunications and cable television businesses, ATN and ATN”s wholly-owned subsidiary, ATN VI Holdings, LLC (“ATN-VI’), executed a purchase agreement whereby ATN agreed to acquire indirect control of Vitelco and the Cable Companies and affiliated cable companies in the British Virgin Islands and St. Maarten, and WHEREAS, upon closing, Vitelco and the Cable Companies will become indirect subsidiaries of, and controlled by, ATN, and a. ATTACHMENT A: 2016 TOCA CAH, DTR, and the Operating Companies agree that they shall not cause any significant changes in the total number of employees, including management other than as provided in Section 1{b)(1), of the Operating Companies prior to the one (1) year anniversary date of the Effective Date. This provision shall not prohibit the Operating Companies from instituting a voluntary early retirement program for existing employees, including Operating Company management, or from taking the actions set forth in Section 1(b)(1) herein. On the Effective Date, DTR will continue to be the sponsor of the Virgin Island Telephone Corporation Pension Plan for Hourly Employees. This pension plan will be funded at or prior to the Effective Date as required by the purchase agreement governing the TOC. 10. Reporting Requirements a. Cc. The PSC accepts and agrees to the modification of VITELCO’s fiscal year end from May 31 to December 31 will become effective immediately upon closing on the TOC. This modification shall not impact VITELCO’s rates. VITELCO shall provide to the PSC the items set forth in this Section 10(b). 1. Unaudited balance sheet and income statement prepared by management, within 60 days of the close of each fiscal quarter, prepared in accordance with the FCC’s Part 32 Class B level of accounts; IV Annual reports on the company’s revenue requirements and rate base prepared in accordance with the FCC’s Part 32 Class B level of accounts; 3. Ona quarterly basis, a statistical report that includes information for the quarter on VITELCO’s access lines, employee headcount, plant additions and plant retirements, within 60 days of the close of each fiscal quarter; and 4. An annual summary of payments, income, and receipts from or made to any affiliated company, Parent Company, operating divisions thereof, or, on an aggregated basis, any affiliated individuals. This report shall not include payments, income and receipts from or made to any employee in the normal course of his or her employment. VITELCO shall provide the following to the PSC on an annual basis: 1. VITELCO’s audited financial statements with the auditor’s opinion and management letters, provided such materials are accorded confidential treatment, within 120 days after the end of ATN’s fiscal year; 2. An annual statistical report that includes information for the year on VITELCO’s access lines, employee headcount, plant additions and plant retirements; and 6 ATTACHMENT A: 2016 TOCA 3. An annual report showing the revenues, expenses, and assets originally booked to VITELCQ; the amount assigned or allocated to nonregulated affiliates and nonregulated VITELCO services through Part 64; and the amount subject to separations. d. VITELCO shall provide the PSC with applications for certification of eligibility to receive federal Universal Service Fund distributions in form and substance acceptable to the PSC no later than 60 days in advance of required PSC action. e. For all reports and information provided to the PSC pursuant to this Agreement, if an Operating Company wishes to assert any claim of confidentiality of some portion of the information submitted, the Operating Company shall file no later than the due date: 1. A complete copy of the required information, marked as subject to a claim of confidentiality; 2. A redacted copy of the required information, showing where information has been withheld. Such redacted copy shall be immediately available to the public; and 3. A motion specifically identifying the information claimed to be confidential and the basis of each claim. 11. Access to Information a. The Operating Companies will provide the PSC with access to information related to the regulated activities of the Operating Companies upon PSC request. Such access shall include access to the Operating Companies’ (i) financial books and records, (ii) operational data such as numbers of subscribers by class of service or numbers of access lines, and (iii) tax returns. b. CAH and DTR agree to provide the PSC with all information that is reasonably related to the regulated activities of the Operating Companies. c. CAH, DTR, and/or the Operating Companies may request confidential treatment of information provided to the PSC. CAH, DTR, and/or the Operating Companies will provide information to the PSC under an appropriate protective order pending resolution of such requests. 12. PSC Authority a. Except insofar as their activities, personnel or assets involve or affect the Operating Companies, are otherwise expressly addressed in this Agreement, or involve activities and/or assets which the PSC has the discretion to take into account to determine local revenue requirements as permitted by law, the PSC expressly recognizes that ATN, ATN-VI, CAH, and DTR are not subject to PSC jurisdiction. 7 ATTACHMENT A: 2016 TOCA b. The Purchase Agreement requires that any Closing Pension/OPEB Shortfall shall be funded in accordance with the Purchase Agreement from proceeds of the Purchase Price. It also specifies a purchase price adjustment to reflect a Target Net Working Capital Amount of $0. The Commission’s approval of this Agreement is contingent upon those requirements being met substantially in accordance with the terms of the Purchase Agreement and that there be no material change in the Purchase Agreement since the date that the Purchase Agreement initially was executed. ATN shall notify the PSC promptly at any time after PSC approval of this Agreement of any change to the Purchase Agreement since the date of its execution. Promptly following the Effective Date, ATN shall notify the PSC (i) of the amount funded in accordance with the Purchase Agreement in satisfaction of the Closing Pension /OPEB Shortfall and (ii) the Net Working Capital Amount payment. Capitalized terms used and not defined in this Section shall have the meanings ascribed to them in the Purchase Agreement. 13. Assessments a. Each Operating Company will pay all future assessments within 30 days of receipt of an order from the PSC imposing an assessment, even if VITELCO expects or intends to appeal such assessment. Concurrently with the imposition of future assessments, the PSC will notify the Operating Company of the docket or dockets to which such assessment(s) will be allocated and will provide the Operating Company on request with copies of any and all bills and invoices received by the PSC in any existing docket. 14. Prior Agreement and Governing Law a. The Transfer of Control Agreement and any amendments thereto between CAH, DTR, VITELCO, Innovative Cable STT-STJ, Innovative Cable STX and the PSC, dated May 5, 2010, is terminated as of the Effective Date and shall on the Effective Date be of no further force or effect and all claims and provisions thereunder shall on the Effective Date be released. b. This Agreement shall be governed by and construed in accordance with the laws of the U.S. Virgin Islands without regard to U.S. Virgin Islands conflict-of-law provisions. [Signatures on next page.] [Page | of 2 Signature Pages for Transfer of Control Agreement.] Dated: ATN INTERNATIONAL, INC. By: Title: Dated: ATN VI HOLDINGS, LLC. By: Title: Dated: CARIBBEAN ASSET HOLDINGS, LLC By: Title: Dated: DTR HOLDINGS, LLC By: Title: [Page 2 of 2 Signature Pages for Transfer of Control Agreement.] Dated: VIRGIN ISLANDS TELEPHONE CORPORATION By Tit le: Dated: CARIBBEAN COMMUNICATIONS CORP. By: Title: Dated: ST. CROIX CABLE TV, INC. By: Title: Dated: UNITED STATES VIRGIN ISLANDS PUBLIC SERVICES COMMISSION By Tit le: